Terms of Service

Acceptance of Terms

By engaging the services of Nexarra IT Solutions, doing business as Nexarra AI ("Nexarra", "we", "us", or "our"), whether through our website, a service agreement, or by using any automation system we build and operate, you ("Client", "you") agree to be bound by these Terms of Service.

If you are entering into these terms on behalf of a business entity, you represent that you have the authority to bind that entity. If you do not agree to these terms, do not use our services.

These terms are effective as of April 28, 2026 and supersede all prior agreements between the parties relating to the subject matter herein.

Services Provided

Nexarra AI provides AI-powered automation services for Philippine businesses, including but not limited to:

• Facebook Messenger chatbot design, development, and operation
• Facebook and Instagram comment reply automation
• WhatsApp message automation
• Lead generation and CRM workflow automation
• Email automation (cold outreach and follow-up sequences)
• Custom n8n workflow development and deployment
• AI agent configuration and prompt engineering

The specific services, deliverables, timelines, and pricing applicable to your engagement are defined in your service agreement or the plan you have subscribed to. In the event of a conflict between these Terms and your service agreement, the service agreement prevails.

Client Responsibilities

To enable Nexarra AI to deliver services effectively, the Client agrees to:

• Provide accurate and complete business information, including Facebook Page ID, Page Access Token, and system prompt content, within agreed timelines
• Maintain a valid and active Facebook Page Access Token — Nexarra AI is not responsible for service disruptions caused by expired or revoked tokens
• Ensure that all content provided for use in chatbots and automations (packages, FAQs, prices, promotions) is accurate and up to date
• Designate at least one person on the Client's team to handle human takeover conversations when the bot escalates
• Not use Nexarra AI services to send spam, misleading content, illegal promotions, or any content that violates Meta's Platform Policies or Philippine law
• Comply with the Data Privacy Act of 2012 (RA 10173) as the Personal Information Controller for data processed through your automation systems
• Notify Nexarra AI of any changes to your business, contact information, or Facebook page within 5 business days

Payment Terms

Unless otherwise stated in your service agreement, the following payment terms apply:

• Setup fees are due before project commencement and are non-refundable once development has begun
• Monthly subscription fees are billed at the start of each billing cycle
• Payment may be made via bank transfer (BPI, BDO), GCash, or Maya to details provided in your invoice
• Subscriptions not renewed within 7 days of the billing date may result in service suspension
• Suspended services will be reactivated within 24 hours of confirmed payment receipt
• No refunds are issued for partial months of service

Nexarra AI reserves the right to adjust pricing with 30 days written notice. Existing clients will not be subject to price increases during the first 12 months of their subscription.

Intellectual Property

Upon full payment of all applicable fees, the Client owns the final deliverables (workflow configurations, chatbot scripts, and custom automation logic) created specifically for their business. Nexarra AI retains:

• All rights to underlying frameworks, templates, and reusable components used in delivery
• The right to use non-confidential, anonymized project outcomes as portfolio examples or case studies, with Client consent
• All rights to the Nexarra AI brand, website, admin portal, and proprietary tooling

The Client grants Nexarra AI a limited, non-exclusive license to access their Facebook Page, Google Sheets, and related platforms solely for the purpose of delivering and maintaining the agreed services.

AI Service Disclaimer

Our services use artificial intelligence (Claude by Anthropic) to generate automated responses. By using our services, you acknowledge and agree that:

• AI-generated responses may occasionally be inaccurate, incomplete, or contextually inappropriate
• Nexarra AI is not liable for any business loss, customer complaints, or reputational harm arising from AI-generated content
• It is the Client's responsibility to review and approve the system prompt, FAQ database, and package information that governs the bot's behavior
• A human takeover mechanism is always included in our bots — the Client is responsible for ensuring a human agent is available to handle escalations
• AI responses do not constitute a legally binding offer, booking confirmation, or contract unless explicitly confirmed by a human representative of the Client

Limitation of Liability

To the maximum extent permitted by Philippine law, Nexarra AI shall not be liable for:

• Service interruptions caused by third-party platform outages (Facebook, Instagram, Google, Meta, Anthropic, Hostinger)
• Loss of data due to third-party platform failures or the Client's own Google Sheets permissions changes
• Indirect, incidental, special, consequential, or punitive damages of any kind
• Loss of revenue, customers, or business opportunities arising from bot downtime or incorrect AI responses
• Damages arising from the Client's failure to maintain valid access tokens or update business information
• Any content posted to the Client's Facebook page as a result of an expired or compromised Page Access Token

In any event, Nexarra AI's total liability to the Client shall not exceed the total fees paid by the Client in the three months preceding the claim.

Service Availability & Uptime

Nexarra AI targets a best-effort uptime for automation systems hosted on our VPS infrastructure. We do not guarantee 100% uptime and are not liable for downtime caused by:

• Scheduled or emergency maintenance on our hosting infrastructure
• Facebook or Meta platform outages or API changes
• Google Sheets or Gmail API disruptions
• Anthropic API outages affecting AI response generation
• Force majeure events including but not limited to natural disasters, internet outages, or government-mandated restrictions

In the event of extended downtime (over 24 hours) caused by factors within Nexarra AI's control, affected Clients may request a pro-rated service credit for the affected period.

Termination

Either party may terminate the service agreement with 30 days written notice via email to the contact address on file.

Nexarra AI may terminate immediately and without notice if the Client:

• Uses the service to send spam, illegal content, or content that violates Meta's Platform Policies
• Fails to pay outstanding invoices after two written reminders
• Engages in abusive, threatening, or unlawful conduct toward Nexarra AI personnel
• Breaches the Data Privacy Act of 2012 in connection with the use of our services

Upon termination, Nexarra AI will deactivate all workflows within 48 hours and provide the Client with an export of their workflow configurations. Setup fees are non-refundable. Pre-paid monthly fees for unused periods beyond the termination date will be refunded on a pro-rated basis.

Data & Privacy

The collection, processing, and storage of personal data in connection with our services is governed by our Privacy Policy, which forms part of these Terms of Service.

The Client, as Personal Information Controller (PIC) under RA 10173, is responsible for ensuring that their customers have been informed of and have consented to the data processing activities carried out through Nexarra AI's automation systems. Nexarra AI acts as a Personal Information Processor (PIP) and processes data only on the Client's documented instructions.

Governing Law

These Terms of Service shall be governed by and construed in accordance with the laws of the Republic of the Philippines. Any disputes arising from or in connection with these terms shall first be subject to good-faith negotiation between the parties. If unresolved within 30 days, disputes shall be submitted to the appropriate courts of Mabalacat City, Pampanga, Philippines.

These terms do not limit any rights you may have under the Consumer Act of the Philippines (RA 7394), the Electronic Commerce Act (RA 8792), or the Data Privacy Act of 2012 (RA 10173).

Contact

For questions, concerns, or notices regarding these Terms of Service, please contact: