These Terms of Service (the “Terms”) govern access to the cloud-based health, safety and compliance management platform provided by NeXafe Solutions Corp. (“NeXafe”, “we”), including its web and mobile applications, modules and related services (the “Service”).
The Terms are a contract between NeXafe and the organization that accepts them (the “Customer”, “you”). They are accepted by ticking the box provided at sign-up, by signing or accepting an Order Form that refers to them, or by using the Service. The person accepting them represents that they have authority to bind the Customer. The Service is intended for organizations; the Terms do not apply to consumers.
The following documents form part of the Terms and are published at nexafe.com: the Privacy Policy, the Data Processing Agreement, the Subprocessor List and the Price List. In case of conflict, the order of precedence is: (1) the Data Processing Agreement, as to the processing of personal information; (2) the Order Form; (3) the Terms; (4) the Privacy Policy.
The French version of the Terms prevails unless the Customer has expressly chosen to be bound by this English version (section 14.8).
2.1 License. Subject to the Terms and payment of fees, NeXafe grants the Customer, during the Subscription Period, a non-exclusive, non-transferable and revocable license to use the Service and NeXafe Content for its internal purposes, within the limits of the Order Form.
2.2 Authorized Users. The Customer is responsible for the acts of its Authorized Users, the confidentiality of their credentials and all activity in its Account. Each access is personal and may not be shared. The Customer notifies NeXafe without delay of any unauthorized access. An Authorized User may belong to several customer organizations; their identification profile (name, contact details) is then shared by those organizations, and each Customer pays for that user’s access in its own Account.
2.3 Account Control. The Account belongs to the Customer, not to the individual who created it. The Customer designates and revokes its Account Administrators. If there is a disagreement over control of the Account, NeXafe follows the instructions of the person with the highest authority at the Customer, on reasonable proof, or of a court decision. NeXafe does not arbitrate such disagreements and may suspend administrative access until they are resolved.
2.4 Changes to the Service. NeXafe continuously improves the Service and may add, change or remove features. It gives the Customer at least 30 days’ notice of any removal that materially reduces a subscribed feature; the Customer may then terminate and receive a refund of prepaid fees for the unused period.
2.5 Beta and Free Features. Beta, trial or free features are provided as is, without warranty or guaranteed support, and may be changed or withdrawn at any time.
2.6 Third-Party Services. Integrations and third-party services enabled by the Customer (text messaging, external email, software connected by API) are governed by their own terms. By enabling them, the Customer authorizes NeXafe to exchange the necessary data with them. NeXafe is not responsible for those services or for the error-free or timely delivery of messages they transmit.
2.7 Hosting, Availability and Maintenance. The Service is hosted on Google Cloud Platform [TO CONFIRM: region]. NeXafe aims for continuous access, without guaranteeing a specific availability level. Planned maintenance is announced at least 48 hours in advance and performed outside business hours whenever possible.
2.8 Support and Training. Support is available by email, phone or chat on business days from 8:30 a.m. to 4:30 p.m. Eastern Time [TO CONFIRM]. Requests received during those hours generally receive a response the same day and no later than the next business day. The subscription includes one training session for the main administrator and help with initial setup. Additional training and on-demand services are billed according to the Price List.
3.1 Ownership. The Customer retains all rights in Customer Data. It grants NeXafe and its Subprocessors a non-exclusive, royalty-free right to host, copy, back up, transmit and display Customer Data, solely to provide, secure and support the Service, comply with the law and enforce the Terms.
3.2 Customer Responsibility. The Customer is responsible for the accuracy and lawfulness of Customer Data, the way it obtains it, the notices and consents required from the individuals concerned, and the decisions it makes based on the Service.
3.3 Sensitive Data. The Service doesn’t require any sensitive private information such as: social insurance numbers or other government identification numbers, full payment card numbers, banking information, passwords, or other authentication secrets. Such data are entered are at the Customer’s risk.
3.4 Health Information and Biometrics. The Service is used to manage occupational health and safety and may contain health information related to an incident or fitness for work. The Customer limits such information to what is necessary and obtains the required consents.
3.5 Export and Deletion. During the Subscription Period, the Customer can export its data using the Service’s tools. Afterwards, NeXafe keeps Customer Data available for export or reactivation and can delete them completely at Customer’s written request unless the law requires retention. Backup copies are erased through their normal rotation. Assisted export or export in a specific format is billed according to the specific agreement with the Customer.
3.6 Service Data. NeXafe may use Service Data to operate, secure, analyze and improve the Service. It never discloses it in a form that identifies the Customer or an individual.
3.7 No Model Training. NeXafe does not use Customer Data to train general-purpose artificial intelligence models, whether its own or those of third parties.
4.1 Restrictions. The Customer may not, and may not allow anyone to:
4.2 Communications. Email or text notifications configured by the Customer in the Service must comply with Canada’s Anti-Spam Legislation and other applicable laws. Commercial messages require the recipient’s consent and a working unsubscribe mechanism.
4.3 No Professional Advice. The Service and NeXafe Content are management tools. They do not constitute legal advice or professional occupational health and safety advice. The Customer remains solely responsible for its compliance with the laws and regulations that apply to it, and for any fines or penalties that may be imposed on it.
4.4 Suspension. NeXafe may suspend without delay any access that breaches section 4 or threatens the security of the Service or other customers. It notifies the Customer as soon as possible and restores access once the situation is corrected.
5.1 Fees. Fees are those of the applicable Price List. They are in the currency of the Customer, plus applicable taxes. Additional services (training, configuration, QR code reader equipment, travel, custom development) are billed according to the Price List or a written quote, with the Customer’s prior approval.
5.2 Terms and Billing. The subscription is for one (1) year, starting from the activation date and additional services per execution. Subscription fees, depending on the applicable plan, are either billed in full upon activation with additional services billed on the first of the month following their delivery, or billed quarterly in four (4) equal installments with additional services billed the next quarterly invoice following their delivery. All invoices are payable within 30 days. Bank transfer is the preferred payment method; other accepted methods are listed on the invoice. Any additional users, modules, or options are billed on a pro-rata basis effective from the date of their activation.
5.3 Automatic Renewal. The subscription renews automatically for successive periods of the same length unless terminated under section 12.2.
5.4 Price Changes. NeXafe gives the Customer at least 30 days’ notice of any price increase, which takes effect at the next billing period. NeXafe notifies a Customer if his use of the Service doesn’t match its current plan. Any plan adjustment will take effect at the next billing period. A Customer that refuses the increase may terminate at no charge before it takes effect.
5.5 Taxes. The Customer pays applicable sales taxes, including those claimed retroactively from NeXafe by a tax authority. If exempt, it provides proof of exemption.
5.6 Late Payment. Amounts unpaid when due bear interest at 1.5% per month (19.56% per year). When an account is 45 days past due, NeXafe notifies the Customer to resolve the situation. At 60 days, without a payment arrangement, it may suspend access; the subscription remains billable. At 90 days, without a payment arrangement, it may terminate the subscription and send the account to collection.
5.7 No Refunds. Fees paid are non-refundable, except as provided in sections 2.4, 5.4, 9.1, 10.2, 12.4 and 14.1.
6.1 Confidential Information. Confidential information is any non-public information one party discloses to the other that a reasonable person would consider confidential. Customer Data is the Customer’s confidential information. Source code, technical documentation, NeXafe Content and negotiated prices are NeXafe’s confidential information.
6.2 Protection. The receiving party uses confidential information only to perform the Terms, protects it with at least reasonable care and limits access to people who need it and are bound by equivalent confidentiality obligations.
6.3 Exceptions. This obligation does not apply to information already known without restriction, made public without fault, lawfully obtained from a third party or independently developed. A party required by law or a court to disclose confidential information first notifies the other party, where permitted, and limits disclosure to what is required. A request from an authority that is not legally binding is refused.
6.4 Customer Reference. NeXafe may list the Customer’s name and logo among its customers, in a factual manner. A case study, testimonial or press release requires the Customer’s written consent. The Customer may withdraw its permission at any time by writing to [TO CONFIRM: administration@nexafe.com]; withdrawals are processed within 30 days.
7.1 Privacy Policy. How NeXafe handles its own personal information (business contacts, accounts, billing) is described in its Privacy Policy.
7.2 Data Processing Agreement. For personal information contained in Customer Data, the Customer is the person in charge (controller) and NeXafe acts as its service provider. The Data Processing Agreement, accepted with the Terms, sets out the protection measures, authorized purposes and NeXafe’s obligations.
7.3 Subprocessors. The current Subprocessor List is published at nexafe.com. NeXafe notifies the Customer at least 15 days before adding a Subprocessor, as set out in the Data Processing Agreement.
7.4 Security. NeXafe applies the administrative, technical and physical measures described in the Data Processing Agreement, including encrypted communications, access control and daily backups retained for 7 days [TO CONFIRM]. No measure eliminates all risk; data travels over networks NeXafe does not control.
7.5 Incidents. NeXafe notifies the Customer of any confidentiality incident affecting Customer Data without undue delay, and no later than 72 hours after confirming it, as set out in the Data Processing Agreement.
8.1 NeXafe Property. The Service, Documentation, NeXafe Content, their improvements and NeXafe’s trademarks remain the exclusive property of NeXafe and its licensors. Only the rights expressly granted are conferred on the Customer. Documents the Customer produces with NeXafe Content for its own operations belong to the Customer.
8.2 Feedback. The Customer grants NeXafe a perpetual, royalty-free right to use its suggestions and feedback about the Service, without obligation to the Customer.
8.3 Customer Brand. The Customer authorizes NeXafe to display its name and logo in the Service and in notifications sent to its Authorized Users, solely to provide the Service.
9.1 By NeXafe. NeXafe defends the Customer against any third-party claim alleging that compliant use of the Service infringes a Canadian copyright, trademark or patent, and pays the damages awarded or the settlement it approves. The Customer must notify NeXafe promptly, give it control of the defense and cooperate. This obligation does not cover claims arising from Customer Data, a combination with a third-party product, a modification of the Service by the Customer or a beta feature. NeXafe may obtain the right to continue use, modify the Service, or end it and refund prepaid fees for the unused period. This section is the Customer’s sole remedy for infringement.
9.2 By the Customer. The Customer defends and indemnifies NeXafe, its officers and employees against any third-party claim, including reasonable legal fees, arising from: (a) Customer Data or its collection without the required notices and consents; (b) use of the Service contrary to section 4; (c) its obligations to its employees, contractors and partners, including in occupational health and safety.
10.1 Warranty. NeXafe warrants that the paid Service is provided diligently, in line with industry standards, and operates substantially in accordance with the Documentation.
10.2 Remedy. A defect must be reported in writing within 30 days of its discovery [TO CONFIRM]. The Customer’s remedy is correction of the defect within a reasonable time or, failing that, termination with a refund of prepaid fees for the unused period.
10.3 Exclusions. The warranty does not cover defects caused by non-compliant use, a third-party service, or the Customer’s equipment or Internet connection.
10.4 Other Warranties Excluded. SUBJECT TO SECTION 10.1, THE SERVICE IS PROVIDED “AS IS”. TO THE EXTENT PERMITTED BY LAW, NEXAFE EXCLUDES ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND UNINTERRUPTED OR ERROR-FREE OPERATION.
11.1 NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, DATA OR BUSINESS OPPORTUNITIES, EVEN IF ADVISED OF THEIR POSSIBILITY.
11.2 EACH PARTY’S TOTAL LIABILITY, FOR ALL CAUSES COMBINED, IS LIMITED TO THE FEES PAID OR PAYABLE BY THE CUSTOMER FOR THE SERVICE IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. FOR A SERVICE PROVIDED FREE OF CHARGE, NEXAFE’S LIABILITY IS LIMITED TO CA$100.
11.3 These limits do not apply to the Customer’s payment obligations, its obligations under section 9.2, intentional or gross fault, or bodily or moral injury.
12.1 Term. The Terms apply from their acceptance until all of the Customer’s subscriptions have ended.
12.2 Termination by the Customer. The Customer may end its subscription by written notice given at least 30 days before the start of the next billing period. Termination takes effect at the end of the current period.
12.3 Termination for Breach. Either party may terminate by written notice if the other commits a material breach and does not cure it within 30 days of the notice. NeXafe may also terminate under section 5.6 for non-payment, and without delay in case of the Customer’s bankruptcy or insolvency or a serious breach of section 4.
12.4 Termination Without Cause by NeXafe. NeXafe may terminate on 60 days’ written notice and then refunds prepaid fees for the unused period.
12.5 Effect. When the subscription ends, access to the Service stops, amounts owed become payable and Customer Data is handled under section 3.5.
12.6 Survival. Sections 3, 5 (amounts owed), 6, 8, 9, 10.4, 11, 12.5, 12.6, 13 and 14 survive the end of the Terms.
13.1 Governing Law. The Terms are governed by the laws of Québec and the federal laws of Canada applicable there, without regard to conflict-of-laws rules.
13.2 Negotiation. The parties first try to resolve any dispute through good-faith negotiation for 30 days after written notice. They may use mediation by mutual agreement.
13.3 Arbitration. If not resolved, the dispute is finally settled by a single arbitrator under the Québec Code of Civil Procedure. Failing agreement on the arbitrator, one is appointed by the Superior Court for the district of Saint-François. The arbitration takes place in Sherbrooke, in French, and each party bears its own legal fees.
13.4 Exceptions. Either party may apply to the competent court in the district of Saint-François for an injunction protecting its intellectual property or confidential information, to collect a debt or to enforce an arbitral award.
14.1 Changes. NeXafe may change the Terms and the documents that form part of them. It publishes the new version with its date and notifies the Customer at least 30 days before it takes effect, by email to the Account Administrator or in the Service. A Customer that refuses a change may terminate at no charge before it takes effect and receive a refund of prepaid fees for the unused period. A change required by law may take effect sooner.
14.2 Assignment. The Customer may not assign the Terms without NeXafe’s written consent, which will not be unreasonably withheld. NeXafe may assign them in connection with a reorganization, merger or sale of its assets, on notice to the Customer.
14.3 Notices. Notices to NeXafe are sent to [TO CONFIRM: administration@nexafe.com], with a copy to [TO CONFIRM: mailing address]. Notices to the Customer are sent to the Account Administrator’s email address or posted in the Service. Email notices are deemed received on the next business day.
14.4 Force Majeure. Neither party is liable for delays caused by an event beyond its reasonable control, such as a disaster, a widespread Internet or hosting provider outage, a cyberattack on a third party or a government decision. This does not excuse payment obligations or the duty to notify the Customer of a confidentiality incident, and does not cover an incident caused by the absence of the security measures required by the Terms.
14.5 Independent Parties. The parties are independent contractors. The Terms create no partnership, general mandate or employment relationship between them.
14.6 Waiver and Severability. Failure to exercise a right is not a waiver. A provision held invalid is limited to its permitted scope; the others remain in force.
14.7 Entire Agreement. The Terms, with the documents that form part of them and the Order Form, are the parties’ entire agreement on the Service and replace any prior agreement on that subject.
14.8 Language. The Terms are drafted in French. An English version is available; the Customer may expressly choose to be bound by it after having access to the French version. Otherwise, the French version prevails.
14.9 Electronic Acceptance. No signature is required. NeXafe keeps a record of acceptance (date, person, version accepted). The Customer may obtain a countersigned copy on request.
NeXafe Solutions Corp. — support@nexafe.com — 1 888 295-2808
