Terms of Service

These Terms of Service (the “Terms”) are a contract between Nextra, LLC (“we”, “us”) and the business that opens a Nextra 360 workspace (the “Customer”, “you”). They cover the Nextra 360 web application, its dealer and brand portals, its public proposal links, and its programming interface (together, the “Service”).

You accept these Terms when your workspace is created, when you accept an invitation to it, or when you sign in. If you are accepting on behalf of a company, you confirm you have authority to bind it. If you do not agree, do not use the Service.

A separate written order form or pilot agreement between you and us takes precedence over these Terms where the two conflict.

A workspace belongs to one Customer. Users join it only by invitation from a manager or admin of that workspace, or from us when we set the workspace up. Each invitation carries a role:

• Rep, manager and admin are your own staff. They see your dealers, products, pricing, proposals and activity. Managers and admins can invite, deactivate and reassign users.
• Dealer users are buyers at one of your dealer accounts. They see only the buyer-facing view of that account: retail pricing, proposals you shared, order status and reorders.
• Brand users are partners at one of your brands. They see that brand’s feed status, catalog, inventory and sell-through, and can manage that brand’s API keys.

You are responsible for who you invite, for what they do in your workspace, and for keeping passwords, invitation links and API keys confidential. Tell us promptly if you believe a credential has been compromised. Deactivating a user ends their access on their next request.

Nextra 360 helps furniture sales organisations prepare, present and follow up on dealer visits: it holds your product catalog and pricing, tracks dealers and deals, generates proposals and sales kits, ingests brand data files, and reports activity to managers.

The Service is offered as a pilot program. During the pilot we may change, add or remove features and we do not commit to a service-level agreement. We will give reasonable notice of changes that remove functionality you rely on. We may also suspend access to protect the Service, other customers, or you, for example after a suspected credential compromise or non-payment, and will tell you why.

Everything you and your users put into your workspace, including dealer records, contacts, catalogs, pricing, inventory, proposals, orders, notes and uploaded files, is Customer Data. You own it. You give us a licence to host, process, display and back it up only as needed to provide the Service to you and as described in our Privacy Policy.

You confirm that you have the right to upload Customer Data, including brand catalogs and price books supplied to you by your brands, and the business contact details of people at your dealers. Where a brand or dealer restricts how its data may be shared, it is your responsibility to reflect that in who you invite and what you share.

Every workspace is isolated: a user can only read and write data that belongs to their own workspace, and portal users can only read what their role permits. We do not sell Customer Data, and we do not use it to train machine-learning models.

Some surfaces draft text for you: sell-in kits, proposal copy, dealer digests. Each draft is built only from facts already in your workspace (product facts, inventory positions, dealer profile and history) and lists the records it drew on. When the workspace operator has enabled it, drafts are produced by a large language model provided by Anthropic; otherwise they are produced by a deterministic template. Either way the draft is labelled with how it was generated.

Drafts are a starting point, not advice. You must review pricing, availability, terms and claims before sending anything to a buyer. We do not warrant that generated text is accurate or complete, and you are responsible for what you present to your dealers.

A rep can create a share link for a proposal. Anyone who has the link can open a buyer-safe view of that proposal, with retail pricing only, without signing in, until the link expires or is revoked. The Service records each open. You control what is shared and with whom, and you can revoke a link at any time from the proposal.

You agree not to, and not to let your users:

• upload data you have no right to use, or data that is unlawful, defamatory or infringing;
• use the Service to store payment card numbers, government identifiers, health information or other special-category personal data; it is not designed for them;
• probe, scan or test the security of the Service without our prior written consent;
• reverse engineer, copy or resell the Service, or access it to build a competing product;
• circumvent rate limits, workspace isolation, role restrictions or share-link expiry;
• send unsolicited messages through invitations or proposal links.

We may remove content or suspend users that breach this section, and will tell you when we do.

Brands and workspace admins can mint API keys to push catalog, price-book, inventory and shipment data into the workspace and to acknowledge orders. A key is shown once at creation and is stored only as a hash, so we cannot recover it for you. Keys are scoped to one workspace (and, for brand keys, one brand), are rate limited per key, and can be revoked at any time. You are responsible for every request made with your keys until you revoke them.

Every batch of data, whether uploaded, pushed through the API, or fetched from a feed URL you connect, is recorded with its source, time and result. Uploaded files always wait for a manager or admin to approve them. Catalog and price batches from the API or a scheduled feed also wait for approval, unless a manager or admin turns on automatic apply for that brand, in which case batches with no warnings apply immediately and any batch with a warning still waits. Inventory positions, ship notices and dealer sales received through the API or a feed apply as they arrive; rows that can’t be read are skipped and reported.

When you connect a feed URL, you confirm you are entitled to have the Service fetch it on the schedule you choose. Credentials you give us for a feed are stored encrypted and sent only to that feed’s host.

Fees depend on the plan assigned to your workspace (pilot, standard or enterprise) and, where the plan provides, on active seats, dealer locations and connected brand feeds during the billing period. During the pilot we invoice manually for each period. Each invoice states the counts and unit prices it is based on.

Invoices are due 30 days from the invoice date unless your order form says otherwise. Fees exclude taxes, which you are responsible for except taxes on our income. If an invoice is more than 30 days overdue we may suspend the workspace after giving you at least 10 days’ written notice, and restore it when the balance is paid.

Each of us will keep the other’s non-public information confidential, use it only for this relationship, and protect it with at least reasonable care, for the term of the agreement and three years afterwards. Customer Data is your confidential information. Our pricing, roadmap and the design of the Service are ours. Information that is public, already known, independently developed or lawfully received from a third party is not confidential, and either of us may disclose what the law requires after giving notice where permitted.

These Terms apply for as long as your workspace exists. Either of us may end the agreement for convenience on 30 days’ written notice, or immediately if the other materially breaches it and does not cure the breach within 15 days of notice.

For 30 days after termination you may ask us for an export of your Customer Data in a common machine readable format. On your written request, or otherwise within 30 days of the end of that window, we delete your workspace and all Customer Data in it from our production systems; replicated backups age out on a rolling basis within a further 30 days. Sections on your data, confidentiality, disclaimers, liability and governing law survive termination.

We will provide the Service with reasonable skill and care. Beyond that, and to the extent the law allows, the Service is provided as is during the pilot, without warranties of merchantability, fitness for a particular purpose, non-infringement or uninterrupted, error-free operation. Figures the Service derives from your data, such as unlockable value, fit scores and sell-through, are estimates for your own judgement and not a promise of commercial results.

To the extent the law allows, neither of us is liable to the other for indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue or data, however caused. Our total liability for all claims under these Terms is limited to the fees you paid us in the 12 months before the event giving rise to the claim. These limits do not apply to a party’s breach of confidentiality, to the indemnity below, or to liability that cannot be limited by law.

You will defend and indemnify us against third-party claims arising from Customer Data, from your use of the Service in breach of these Terms, or from content you present to buyers. We will defend and indemnify you against third-party claims that the Service itself, used as permitted, infringes their intellectual property. The indemnified party must give prompt notice, reasonable cooperation, and control of the defence to the indemnifying party.

These Terms are governed by the laws of State of Texas, without regard to conflict-of-law rules, and the courts there have exclusive jurisdiction, except that either party may seek injunctive relief anywhere. Before starting proceedings, the parties will try in good faith to resolve the dispute between senior representatives for 30 days.

We may update these Terms. We will post the new version here with a new effective date and, for material changes, notify workspace admins by email at least 14 days before they take effect. Continued use after that date is acceptance. If any provision is unenforceable the rest remains in force. Neither party may assign the agreement without consent, except to a successor of its business. Notices to us go to mkays@nextra360.com. These Terms, the Privacy Policy and any order form are the whole agreement between us about the Service.