---
title: Terms and Conditions (version 2.0, superseded)
description: Nextail Terms and Conditions
---
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# Terms and Conditions (version 2.0, superseded)
## Find below the Terms and Conditions for Nextail customers.
Superseded version. Applies only to agreements signed between 28 October 2026 and 10 November 2026 that have not moved to a later version.
**1. SAAS SERVICES**
**1.1.** Subject to the terms of this Agreement, Nextail Labs, S.L.U. ("Company" or "Nextail") will use reasonable efforts to provide the customer identified in the Order Form ("Customer") with the Contracted Solutions and Services in accordance with the NEXTAIL SAAS SERVICES AGREEMENT – ORDER FORM ("Order Form").
**1.2. Contract documents.** The "Agreement" consists of (a) these Terms and Conditions, in the version identified in the Order Form; (b) the Order Form, including its Implementation Statement of Work ("SOW"); (c) the Service Level Agreement and Support Procedures ("SLA"); and (d) the Data Processing Agreement ("DPA"). In case of conflict, the following order of precedence applies: (1) the Order Form, only for the commercial variables it is designed to set (Fees, tier, Contracted Solutions, Service Capacity, Service Term, Go-Live Date, billing frequency and onboarding payment option); (2) these Terms and Conditions; (3) the DPA, which prevails over all other documents on the processing of personal data; and (4) the SLA, which governs the measurement of availability and the calculation of any service credits.
**1.3. Definitions.** In this Agreement:
• "Contracted Solutions" means the Nextail solutions, bundles and add-ons listed in the Order Form.
• "Services" means the Contracted Solutions provided as software-as-a-service, together with the Implementation Services and Customer Services.
• "Implementation Services" means the onboarding, data integration and configuration work described in the Order Form and the SOW.
• "Customer Services" means the support services described in the SLA.
• "Service Capacity" means the number of stores and distribution centres included in the Fees, as set out in the Order Form.
• "Effective Date" means the date the Order Form is signed by both parties, and "Kick-off Date" means the start of the Implementation Services as set out in the Order Form. "Subscription Start Date" means the earlier of (a) the date the first Contracted Solution is Live and (b) five (5) months after the Kick-off Date. "Contract Year" means each consecutive twelve-month period from the Subscription Start Date.
• "Service Term" means the initial term set out in the Order Form and each renewal term under clause 5.2.
• "Go-Live Date" and "Live" have the meaning given in clause 5.4.
• "Data Protection Legislation" means the EU General Data Protection Regulation (EU) 2016/679, the UK GDPR and Data Protection Act 2018 where applicable, and any national law implementing or supplementing them.
• "Applicable Laws" means all laws and regulations that apply to a party in connection with this Agreement.
**1.4. Evolution of the Services.** Customer acknowledges that the Services are provided on a multi-tenant SaaS model and evolve over time. Company may make updates, enhancements, modifications or changes to the Services, including to features, functionality, user interface, algorithms or underlying infrastructure. Such changes will not materially reduce the overall functionality of the Contracted Solutions during the Service Term. Nothing in this Agreement obliges Company to maintain, develop or continue any specific feature, workflow, integration or component, except as expressly specified in the Order Form or listed as a deliverable in the SOW.
Company operates a single current version of the Services for all customers. Updates are deployed to all customers without requiring Customer’s consent. Customer may not opt out of or postpone an update, and Company does not maintain previous versions, configurations or architectures once an update has been deployed. Where an update changes how users work, Company will give at least thirty (30) days’ notice through release notes or in-platform communication; fixes and security updates may be deployed without notice. Customer will make its key users reasonably available to adopt such updates, and Company is not responsible for service levels, results or issues arising from Customer’s failure to adopt an update or adapt its processes to it.
**1.5. Data quality and business decisions.** Customer is solely responsible for the accuracy, completeness, quality, legality and timely delivery of all Customer Data provided to the Services, including historical sales, stock, product, store and reference data. Customer remains solely responsible for all business decisions and actions (including allocation, replenishment, transfer, pricing and financial decisions) taken on the basis of the output, recommendations or results of the Services. Company does not operate Customer's business and does not accept responsibility for business outcomes, financial results or operational impacts arising from Customer's use of or reliance on the Services.
**1.6. Service levels and support.** The availability commitments, exclusions, support procedures and remedies for the Services are set out in the SLA, published at https://help.nextail.co/en/service-level-agreement. Company may update the SLA from time to time. Updates that do not reduce the availability commitment, the support levels or Customer’s remedies apply from publication. Any other update requires at least thirty (30) days’ notice by email and does not apply to Customer until the next renewal of the Service Term.
The availability threshold for termination in clause 5.5 is fixed by these Terms and Conditions and cannot be changed by an SLA update.
**2. RESTRICTIONS AND RESPONSIBILITIES**
**2.1.** Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services, Solutions or any software, documentation or data related to the Services ("Software"); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Company or authorized within the Services); use the Services or any Software for time sharing or service bureau purposes or otherwise for the benefit of a third party; or remove any proprietary notices or labels.
**2.2.** Customer represents, covenants and warrants that Customer will use the Services only in accordance with this Agreement and all Applicable Laws. Customer agrees to indemnify and hold harmless Company against any damages, losses, liabilities, settlements and expenses (including costs and attorneys' fees) in connection with any claim or action that arises from a breach of clause 2.1 or this clause 2.2. Although Company has no obligation to monitor Customer's use of the Services, Company may do so and may prohibit any use of the Services it believes (acting reasonably) may be in breach of the foregoing.
**2.3.** Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, "Equipment"). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer's knowledge or consent.
**3. CONFIDENTIALITY AND PROPRIETARY RIGHTS**
**3.1.** Each party (the "Receiving Party") understands that the other party (the "Disclosing Party") has disclosed or may disclose business, technical or financial information relating to the Disclosing Party's business ("Proprietary Information"). Proprietary Information of Company includes non-public information regarding features, functionality and performance of the Services, and the Fees and other terms of the Order Form. Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the provision of the Services ("Customer Data"). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, (b) was in its possession or known by it prior to receipt from the Disclosing Party, (c) was rightfully disclosed to it without restriction by a third party, (d) was independently developed without use of any Proprietary Information of the Disclosing Party, or (e) is required to be disclosed by law.
**3.2.** Customer shall own all right, title and interest in and to the Customer Data. Company shall own and retain all right, title and interest in and to (a) the Services and Software, and all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Implementation Services or Customer Services, (c) all intellectual property rights related to any of the foregoing, and (d) any data that is based on or derived from the Customer Data and provided to Customer as part of the Services.
**3.3.** With the exception of personal data (other than login information of Nextail platform users), and notwithstanding anything to the contrary, Company shall have the right to collect and analyze data and other information relating to the provision, use and performance of the Services and related systems and technologies (including information concerning Customer Data and data derived therefrom). Company will be free, during and after the Service Term, to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings, and (ii) disclose such data solely in aggregate or other
de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.
**3.4. Data export and deletion.** Upon termination or expiry of this Agreement, and upon Customer's written request received within thirty (30) days after the effective termination date, Company will make available to Customer a machine-readable export of the Customer Data then held in the Services. After this thirty (30) day period, Company will delete or anonymise the Customer Data in accordance with the DPA, except to the extent that Company is required by Applicable Laws to retain it.
**4. PAYMENT OF FEES**
**4.1. Fees.** Customer will pay Company the fees set out in the Order Form for the Contracted Solutions, add-ons, Implementation Services and any overage (the "Fees"), plus any applicable taxes and bank service fees. Subscription and add-on Fees accrue from the Subscription Start Date and are invoiced in advance of each billing period.
**4.2. Billing frequency.** Customer selects in the Order Form one of the billing frequencies offered for its Service Term (monthly, quarterly, semi-annual or annual). The price adjustment for each frequency is set out in the Order Form and applies to the subscription and add-on Fees only, not to Implementation Services or overage. The frequency is fixed for the Service Term. If Customer asks to change it and Company agrees, the new frequency and its price adjustment apply from the next invoice.
**4.3. Price lock and indexation.** Subscription and add-on Fees, and the overage rate, are fixed in real terms for the Service Term. On each anniversary of the Subscription Start Date, they are adjusted by the annual rate of change of the consumer price index named in the Order Form, being the national CPI of the country in which Customer is established, as most recently published by that country's national statistics office or central bank before that anniversary. If that rate is negative, the Fees remain unchanged. Company will notify Customer of the adjusted Fees by email at least thirty (30) days before the anniversary. Fees for Implementation Services are not indexed.
**4.4. Service Capacity and overage.** The Fees include the Service Capacity set out in the Order Form. On each anniversary of the Subscription Start Date, Company will count the number of stores live in the Services. Each store above the Service Capacity is charged at the overage rate in the Order Form for the Contract Year starting on that anniversary, and is added to the first invoice issued after the anniversary. Stores opened or closed during a Contract Year do not change the Fees until the next count. Additional distribution centres are added by amendment to the Order Form, at the Implementation Services fee set out there.
**4.5. Implementation Services.** Fees for Implementation Services are set out in the Order Form. Depending on the option selected there, they are either (a) invoiced in full at signature, or (b) spread in equal instalments over the invoices of the initial Service Term, with the financing premium stated in the Order Form. Implementation Services Fees are non-refundable once the Implementation Services have started. Implementation Services are delivered remotely, except for any on-site session selected in the Order Form. For such a session, Customer reimburses Company's reasonable travel and accommodation costs at cost, against receipts, and daily expenses up to the per diem cap set out in the Order Form. If the Agreement ends for any reason before all instalments under option (b) have been invoiced, the remaining balance becomes due immediately, except as provided in clauses 5.4 and 5.7.
**4.6. Invoicing and payment method.** Invoices are sent by email to the invoicing contact in the Order Form. Payment is made by bank transfer to the account indicated on Company's invoice, within thirty (30) days of the invoice date. Company will never change its bank details by email alone; Customer should confirm any change of bank details with its Company account contact before paying.
**4.7. Invoice disputes.** If Customer believes an invoice is incorrect, Customer must notify Company in writing within thirty (30) days of the invoice date, stating the reasons, in order to receive an adjustment or credit. Customer may withhold only the disputed portion; the undisputed portion must be paid when due.
**4.8. Late payment.** An invoice is considered outstanding ten (10) business days after the end of the payment period. Outstanding amounts accrue late-payment interest at the statutory rate under Spanish Law 3/2004 on late payment in commercial transactions (the European Central Bank's main refinancing rate plus eight percentage points), together with the fixed compensation and reasonable collection costs provided for in that law.
**4.9. Suspension for non-payment.** If any undisputed amount remains unpaid thirty (30) days after its due date, Company may, after written notice to Customer, suspend Customer's access to the Services until all outstanding amounts are paid in full. Customer remains liable for all Fees during any suspension. Suspension does not limit Company's other rights and remedies, including termination under clause 5.5.
**4.10. No set-off.** Customer may not withhold, reduce or set off Fees owed under this Agreement, except for amounts disputed in accordance with clause 4.7 or covered by a credit note issued by Company.
**4.11. Taxes.** Customer shall be responsible for all taxes associated with the Services, other than taxes based on Company's net income in Spain.
**5. TERM AND TERMINATION**
**5.1. Service Term.** This Agreement starts on the Effective Date. The initial Service Term starts on the Subscription Start Date and runs for the period set out in the Order Form (three (3) years as standard, or one (1) year where selected). The Subscription is purchased for the full Service Term and is non-cancellable, except as expressly provided in clauses 5.4, 5.5 and 10.11.
**5.2. Renewal.** At the end of each Service Term, this Agreement renews automatically for a further period of the same duration as the initial Service Term, unless either party gives written notice of non-renewal at least one hundred twenty (120) days before the end of the then-current Service Term.
**5.3. Fees and terms at renewal.** Company may change the Fees, and move Customer to the then-current version of these Terms and Conditions, with effect from the start of a renewal term, by giving Customer written notice at least one hundred fifty (150) days before the end of the current Service Term. If Customer does not accept the changes, its remedy is to give notice of non-renewal under clause 5.2. If Company gives no such notice, the Agreement renews on the Fees then in force (as indexed under clause 4.3) and on the same version of these Terms and Conditions. The Fees applying at the start of a renewal term are fixed in real terms for that renewal term in accordance with clause 4.3.
**5.4. Go-live protection.** This clause applies only to an initial Service Term of three (3) years.
1\. The Order Form sets out a target date by which the Contracted Solutions will be Live (the "Go-Live Date"). A Contracted Solution is "Live" when it is used by Customer in production to generate recommendations for its stores, in accordance with the go-live criteria in the SOW.
2\. The Go-Live Date is extended by any delay attributable to Customer, including late, incomplete or poor-quality Customer Data, unavailability of Customer's staff or systems, or changes to scope requested by Customer. Company will notify Customer of any such delay and the resulting extension by email.
3\. If the Contracted Solutions are not Live by the Go-Live Date (as extended), Customer may terminate this Agreement with effect at the end of the first Contract Year, by written notice given at least thirty (30) days before the first anniversary of the Subscription Start Date. This right lapses if the Contracted Solutions become Live before Customer's notice is given.
4\. If Customer terminates under this clause: (a) no Fees fall due for any period after the first anniversary; (b) Company refunds any prepaid subscription Fees covering that period; (c) any unpaid balance of Implementation Services Fees under clause 4.5(b) is waived; and (d) Fees for the first Contract Year are not refundable.
**5.5. Termination for cause.** Either party may terminate this Agreement by written notice if the other party materially breaches this Agreement and fails to cure the breach within thirty (30) days of receiving written notice describing it. Material breach by Company includes System Availability below 99% for three (3) consecutive months, measured in accordance with the SLA. Material breach by Customer includes any undisputed amount remaining unpaid sixty (60) days after its due date.
**5.6. Effect of termination.** On termination or expiry, Customer's access to the Services ends, and Customer will pay in full for the Services provided up to and including the effective termination date. Clause 3.4 applies to the export and deletion of Customer Data.
**5.7. Fees on early termination.**
1\. If Customer validly terminates under clause 5.5, Company refunds within thirty (30) days any prepaid subscription Fees covering the period after the effective termination date, calculated pro rata by day, and any unpaid balance of Implementation Services Fees under clause 4.5(b) is waived.
2\. If Company terminates under clause 5.5, or if Customer ends the Agreement before the end of the Service Term other than under clauses 5.4, 5.5 or 10.11, the subscription and add-on Fees for the remainder of the current Service Term and any unpaid balance of Implementation Services Fees become due immediately.
**5.8. Disputed termination.** If Customer asserts termination for cause and Company disputes it, Customer shall continue to pay all Fees when due until the dispute is resolved by agreement or by a competent court. Non-payment during the dispute is treated as non-payment under clause 4.
**5.9. Survival.** All sections of this Agreement which by their nature should survive termination will survive, including accrued rights to payment, confidentiality obligations, intellectual property, data export, warranty disclaimers and limitations of liability.
**6. WARRANTY AND DISCLAIMER**
Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Customer Services and Implementation Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company's reasonable control, but Company shall use reasonable efforts to provide advance notice in writing or by email of any scheduled service disruption and shall undertake all reasonable efforts to minimize any inconvenience caused by such service disruption.
HOWEVER, WITHOUT PREJUDICE TO ANY EXPRESSLY AGREED RIGHTS OF TERMINATION OF CUSTOMER, COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES, CUSTOMER SERVICES AND IMPLEMENTATION SERVICES ARE PROVIDED "AS IS" AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
**7. INDEMNITY**
Company shall hold Customer harmless from liability to third parties resulting from infringement by the Services of any United States or EU patent or any copyright or misappropriation of any trade secret, provided Company is promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defense and settlement; Company will not be responsible for any settlement it does not approve in writing. The foregoing obligations do not apply with respect to portions or components of the Services (i) not supplied by Company, (ii) that are modified after delivery by Customer, (iii) combined with other products, processes or materials where the alleged infringement relates to such combination, (iv) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (v) where Customer's use of the Services is not strictly in accordance with this Agreement. If, due to a claim of infringement, the Services are held by a court of competent jurisdiction to be or are believed by Company to be infringing, Company may, at its option and expense (a) replace or modify the Services to be non-infringing provided that such modification or replacement contains substantially similar features and functionality, (b) obtain for Customer a license to continue using the Services, or (c) if neither of the foregoing is commercially practicable, terminate this Agreement and Customer's rights hereunder and provide Customer a refund of any prepaid, unused Fees for the Services.
**8. LIMITATION OF LIABILITY**
NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, COMPANY AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF
PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF PROFITS, SALES, REVENUE OR BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND COMPANY'S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO COMPANY FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTHING IN THIS AGREEMENT LIMITS ANY LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAWS, INCLUDING LIABILITY FOR WILFUL MISCONDUCT (DOLO).
**9. DATA PROTECTION**
**9.1. Customer Data.** Customer shall own all right, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all Customer Data. Company may use Customer Data strictly for the purpose of providing the Services under this Agreement. Company may aggregate Customer Data in an anonymised form with anonymised data of other users of the Services. Such aggregated data shall not constitute Customer Data and may be used by Company for ongoing data analysis for continued product development and service improvements, to produce information and statistics for the purposes of monitoring and improving the performance and accuracy of the Services, and for the provision of additional services to Company's customers, subject always to Company's compliance with Data Protection Legislation.
**9.2. Personal data.** Both parties will comply with all applicable requirements of the Data Protection Legislation. Where Company processes personal data on Customer's behalf in performing this Agreement, Customer is the data controller and Company is the data processor, and the processing is governed by the DPA published at https://help.nextail.co/en/data-processing-agreement, which forms part of this Agreement.
**9.3. Sub-processors.** Customer gives Company general authorisation to engage the sub-processors listed at https://help.nextail.co/en/data-processing-agreement. Company will notify Customer by email at least thirty (30) days before adding or replacing a sub-processor, and Customer may object on reasonable data protection grounds as set out in the DPA.
**10. MISCELLANEOUS**
**10.1.** If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by Customer except with Company's prior written consent. Company may transfer and assign any of its rights and obligations under this Agreement without consent.
**10.2.** This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein.
**10.3.** No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Company in any respect whatsoever.
**10.4.** No waiver. A failure or delay by either party in exercising a right under this Agreement is not a waiver of that right.
**10.5. Notices.** All notices under this Agreement will be in writing and sent to the notice contacts set out in the Order Form (or as later updated by a party by written notice). Notices may be sent by email and are deemed given when sent, unless a delivery failure is received. Notices of breach or termination must also be sent by registered mail or courier with proof of delivery, and are deemed given upon receipt.
**10.6.** Company shall have no obligation to continue providing the Services if Customer declares bankruptcy, becomes insolvent, or is otherwise unable to meet its financial obligations, to the extent permitted by Applicable Laws.
**10.7.** This Agreement shall be governed by the laws of Spain without regard to its conflict of laws provisions.
**10.8.** Marketing and references. Customer's marketing and reference commitments are those selected in the Order Form. Company bears the production costs of any marketing materials, and will submit for Customer's prior approval any content that quotes Customer or describes its results; Customer will not unreasonably withhold or delay approval.
**10.9.** Where the Order Form links a price or discount to Customer's marketing and reference commitments and Customer materially fails to meet them, Company may apply its standard Fees from the start of the next renewal term.
**10.10.** The Order Form, and any amendment to it, may be signed electronically and in counterparts, each of which is an original and together form one instrument.
**10.11. Force majeure.** Neither party shall be liable for any delay or failure to perform its obligations under this Agreement (other than payment obligations) resulting from events beyond its reasonable control, including acts of God, natural disasters, epidemics, war, terrorism, civil unrest, strikes, failures of utilities or telecommunications, government actions, sanctions, or failures of third-party hosting or cloud infrastructure providers. The affected party shall use reasonable efforts to mitigate the impact and resume performance as soon as practicable. If the event continues for more than sixty (60) days, either party may terminate this Agreement by written notice, and Company will refund any prepaid subscription Fees covering the period after termination.
**10.12. Jurisdiction.** The parties submit to the exclusive jurisdiction of the courts of Madrid (Spain) for any dispute arising out of or in connection with this Agreement.
**10.13. Language.** These Terms and Conditions may be provided in other languages for convenience. In case of any inconsistency, the English version prevails.
**10.14. Compliance with laws; sanctions.** Each party shall comply with all Applicable Laws, including the export control and sanctions laws of the European Union, the United States and the jurisdictions in which the Services are provided. Company may immediately suspend or terminate the Services if, in its reasonable judgment, continuing would breach any such law, or if Customer or any of its affiliates, owners or users becomes subject to sanctions. In case of termination, Company will refund any prepaid subscription Fees covering the period after termination, where legally permissible.
**10.15. No reliance.** Each party acknowledges that in entering into this Agreement it has not relied on any statement, representation or warranty other than those expressly set out in this Agreement.
**10.16. Versions of these Terms and Conditions.** Company publishes the current version of these Terms and Conditions at https://help.nextail.co/en/terms-and-conditions and lists each previous version, with its own link, at the bottom of that page. The version identified in the Order Form applies for the whole Service Term. Company may publish new versions for new customers at any time, but a new version applies to Customer only from a renewal term, in accordance with clause 5.3, or if both parties agree in writing.
| **Previous versions** Version | Effective | Link |
| --- | --- | --- |
| 1.0 | 9 March 2025 to 27 October 2026 | [Version 1.0](https://help.nextail.co/en/terms-and-conditions-v1-0?hsLang=en) |
**Download [PDF](https://help.nextail.co/hubfs/CX%20TandC%20SLAs/Nextail_TandC_v2.0_EN_20261028-20261110.pdf.pdf) of version 2.0**
- [First Allocation](https://help.nextail.co/en/first-allocation?hsLang=en#main-content)
- [Introduction](https://help.nextail.co/en/first-allocation?hsLang=en#introduction)
- [Demand Forecast Logic - First Allocation](https://help.nextail.co/en/first-allocation?hsLang=en#demand-forecast-logic-first-allocation)
- [Optimization Logic - First Allocation](https://help.nextail.co/en/first-allocation?hsLang=en#optimization-logic-first-allocation)
- [Launching a Scenario](https://help.nextail.co/en/first-allocation?hsLang=en#launching-a-scenario)
- [Reviewing a Scenario](https://help.nextail.co/en/first-allocation?hsLang=en#reviewing-a-scenario)
- [Replenishment](https://help.nextail.co/en/replenishment?hsLang=en#main-content)
- [Introduction](https://help.nextail.co/en/replenishment?hsLang=en#introduction)
- [Demand Forecast logic](https://help.nextail.co/en/replenishment?hsLang=en#demand-forecast-logic)
- [Optimization logic](https://help.nextail.co/en/replenishment?hsLang=en#optimization-logic)
- [Launching a Scenario](https://help.nextail.co/en/replenishment?hsLang=en#launching-a-scenario)
- [Reviewing a Scenario](https://help.nextail.co/en/replenishment?hsLang=en#reviewing-a-scenario)
- [FAQs](https://help.nextail.co/en/replenishment?hsLang=en#faqs)
- [Store Transfers](https://help.nextail.co/en/store-transfers?hsLang=en#main-content)
- [Introduction](https://help.nextail.co/en/store-transfers?hsLang=en#introduction)
- [Demand Forecast logic](https://help.nextail.co/en/store-transfers?hsLang=en#demand-forecast-logic)
- [Optimization logic](https://help.nextail.co/en/store-transfers?hsLang=en#optimization-logic)
- [Launching a Scenario](https://help.nextail.co/en/store-transfers?hsLang=en#launching-a-scenario)
- [Reviewing a Scenario](https://help.nextail.co/en/store-transfers?hsLang=en#reviewing-a-scenario)
- [FAQs](https://help.nextail.co/en/store-transfers?hsLang=en#faqs)
- [Master Data & Daily Data](https://help.nextail.co/en/master-data-daily-data?hsLang=en#main-content)
- [FAQs](https://help.nextail.co/en/master-data-daily-data?hsLang=en#faqs)
- [Master Data](https://help.nextail.co/en/master-data-daily-data?hsLang=en#master-data)
- [Daily Data](https://help.nextail.co/en/master-data-daily-data?hsLang=en#daily-data)
- [Business Intelligence](https://help.nextail.co/en/business-intelligence?hsLang=en#main-content)
- [Dashboards](https://help.nextail.co/en/business-intelligence?hsLang=en#dashboards)
- [Relevant Metrics](https://help.nextail.co/en/business-intelligence?hsLang=en#relevant-metrics)
- [FAQs](https://help.nextail.co/en/business-intelligence?hsLang=en#faqs)
- [Transversal](https://help.nextail.co/en/transversal?hsLang=en#main-content)
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