Terms of Service

1. Definitions

• "Services" refers to all financial accounting optimization services, consulting, technology implementation, software solutions, and other related services provided by Nexarion.
• "Website" refers to the website operated by Nexarion at www.Nexarion.sg, including all content, functionality, and services offered on or through the website.
• "User," "you," or "your" refers to any individual or entity that accesses or uses our website or services.
• "Content" refers to all information, data, text, software, graphics, photographs, videos, audio clips, written posts and comments, software, scripts, graphics, interactive features, and other materials that may be viewed on, accessed through, or contributed to our website.

2. Services Description

Nexarion provides financial accounting optimization services, including but not limited to:

• Financial process assessment and optimization
• Technology implementation and integration
• Automation solutions
• Financial analytics and reporting
• Compliance and control frameworks
• Training and support services

The specific details, scope, deliverables, timelines, and fees for our services will be outlined in a separate service agreement or statement of work that will supplement these Terms.

3. User Eligibility and Account Registration

3.1 Eligibility

You must be at least 18 years old and have the legal capacity to enter into a binding contract to use our services. By using our services, you represent and warrant that you meet these requirements.

3.2 Account Registration

Some of our services may require you to create an account. When registering for an account, you agree to provide accurate, current, and complete information and to update this information to maintain its accuracy. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to notify us immediately of any unauthorized use of your account.

3.3 Corporate Users

If you are using our services on behalf of a company, organization, or other entity, you represent and warrant that you have the authority to bind that entity to these Terms, and you agree to these Terms on behalf of such entity.

4. Use of Website and Services

4.1 Permitted Use

Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, and revocable license to access and use our website and services for your legitimate business purposes.

4.2 Prohibited Use

You agree not to use our website or services to:

• Violate any applicable law, regulation, or third-party rights
• Transmit any material that is defamatory, harassing, threatening, or offensive
• Upload or transmit any malicious code or attempt to interfere with the proper functioning of our website
• Attempt to gain unauthorized access to our systems or other users' accounts
• Scrape, data mine, or harvest content from our website using automated means
• Impersonate any person or entity or misrepresent your affiliation with any person or entity
• Engage in any activity that could damage, disable, or impair our website or services

4.3 Service Modifications

We reserve the right to modify, suspend, or discontinue any aspect of our website or services at any time, with or without notice. We will not be liable to you or any third party for any modification, suspension, or discontinuation of our website or services.

5. Fees and Payment

5.1 Service Fees

The fees for our services will be specified in the service agreement or statement of work provided to you. Unless otherwise specified, all fees are quoted in Singapore Dollars (SGD) and are exclusive of applicable taxes.

5.2 Payment Terms

Payment terms, including the method and timing of payment, will be specified in the service agreement or statement of work. You agree to pay all fees and charges in accordance with the payment terms. Late payments may be subject to interest charges as permitted by applicable law.

5.3 Taxes

You are responsible for paying all taxes, levies, or duties imposed by taxing authorities arising from your use of our services, excluding taxes based on our net income.

6. Intellectual Property Rights

6.1 Our Intellectual Property

All content, features, and functionality of our website, including but not limited to text, graphics, logos, button icons, images, audio clips, data, software, and code, are owned by or licensed to Nexarion and are protected by intellectual property laws. Nothing in these Terms grants you any right, title, or interest in or to our intellectual property.

6.2 License to Use Content

We grant you a limited, non-exclusive, non-transferable, and revocable license to access and use our website content solely for your personal, non-commercial purposes related to your use of our services. You may not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of our website content without our express written consent.

6.3 Feedback

If you provide us with any suggestions, ideas, feedback, or recommendations regarding our website or services ("Feedback"), you grant us a worldwide, perpetual, irrevocable, royalty-free license to use, reproduce, disclose, sublicense, distribute, modify, and otherwise exploit such Feedback without restriction.

7. Confidentiality

Each party may disclose to the other party certain confidential information in connection with the services. The receiving party agrees to keep confidential and not disclose or use any confidential information of the disclosing party except as necessary to perform the services or as required by law.

This confidentiality obligation will survive the termination of these Terms or any service agreement for a period of three (3) years, except for trade secrets, which will be held in confidence for as long as they remain trade secrets under applicable law.

8. Client Materials and Data

You retain all ownership rights to any materials, data, or information you provide to us in connection with the services ("Client Materials"). You grant us a limited, non-exclusive license to use, reproduce, and modify the Client Materials solely for the purpose of providing the services to you.

You represent and warrant that you have all necessary rights and permissions to provide the Client Materials to us and that our use of the Client Materials as contemplated by these Terms will not infringe or violate any third-party rights.

9. Disclaimers and Limitations of Liability

9.1 Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR WEBSITE AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

WE DO NOT WARRANT THAT OUR WEBSITE OR SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH OUR WEBSITE IS ACCESSED AT YOUR OWN DISCRETION AND RISK.

9.2 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL Nexarion OR ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR INABILITY TO ACCESS OR USE, OUR WEBSITE OR SERVICES.

OUR TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING FROM OR RELATING TO THESE TERMS, OUR WEBSITE, OR SERVICES, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, WILL NOT EXCEED THE GREATER OF (A) THE TOTAL AMOUNT PAID BY YOU TO Nexarion IN THE 12 MONTHS PRECEDING THE CLAIM OR (B) SGD 5,000.

THE LIMITATIONS OF LIABILITY IN THESE TERMS WILL APPLY EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE.

10. Indemnification

You agree to indemnify, defend, and hold harmless Nexarion and its affiliates, directors, officers, employees, agents, and licensors from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to:

• Your violation of these Terms or any applicable law or regulation
• Your violation of any third-party right, including without limitation any intellectual property right or privacy right
• Your use of our website or services in a manner that could damage, disable, overburden, or impair our website or interfere with other users' use of our website
• Any claim regarding Client Materials that you provided to us

11. Term and Termination

11.1 Term

These Terms will remain in effect until terminated by either you or us as set forth herein.

11.2 Termination by You

You may terminate these Terms at any time by discontinuing your use of our website and services. Any fees paid for services are non-refundable unless expressly provided otherwise in the service agreement or statement of work.

11.3 Termination by Us

We may terminate or suspend your access to our website or services at any time, without prior notice or liability, for any reason, including without limitation if you breach these Terms.

11.4 Effect of Termination

Upon termination of these Terms, your right to use our website and services will immediately cease. All provisions of these Terms that by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

12. General Provisions

12.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of Singapore, without regard to its conflict of law principles.

12.2 Dispute Resolution

Any dispute arising out of or relating to these Terms or our website or services shall be finally resolved by arbitration administered by the Singapore International Arbitration Centre ("SIAC") in accordance with the Arbitration Rules of the SIAC for the time being in force, which rules are deemed to be incorporated by reference in this section. The seat of the arbitration shall be Singapore. The Tribunal shall consist of one (1) arbitrator. The language of the arbitration shall be English.

12.3 Entire Agreement

These Terms, together with our Privacy Policy and any service agreement or statement of work, constitute the entire agreement between you and us regarding our website and services and supersede all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning their subject matter.

12.4 Severability

If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent under the law.

12.5 No Waiver

Our failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Nexarion.

12.6 Assignment

You may not assign or transfer these Terms, by operation of law or otherwise, without our prior written consent. Any attempt by you to assign or transfer these Terms without our consent shall be null and void. We may freely assign or transfer these Terms without restriction.

12.7 Notices

Any notices or other communications provided by us under these Terms will be given by posting to our website or by email to the email address you provide us. Any notices or other communications provided by you under these Terms should be sent to the contact information provided below.