Terms of Service

Acceptance Notice: By accessing, registering for, or using any of the Services of Nexus AI Consulting Limited (the “Company” or “Nexus”), the Customer agrees to be bound by these Terms of Service (these “Terms”). If the Customer does not agree, the Customer must not access, register for, or use the Services. The natural person executing the order on behalf of an entity represents that they are duly authorized to bind the entity.

1. Definitions

For purposes of these Terms:

“Company” or “Nexus” means Nexus AI Consulting Limited, a private company limited by shares incorporated in the Hong Kong Special Administrative Region of the People’s Republic of China.
“Customer” or “You” means the registered business entity or licensed self-employed professional that has completed KYC and entered into a subscription with the Company.
“Services” means cross-border network access infrastructure as a service, including dedicated residential IP connectivity, Bridge Equipment, Control Plane, and related compliance and support services.
“Bridge Equipment” means the edge gateway hardware (Company-supplied) used to access the Services.
“Control Plane” means the Company’s cloud-based monitoring, configuration, and reporting infrastructure.
“Service Documents” means, collectively, these Terms, the Acceptable Use Policy, the KYC Policy, the Privacy Policy, the Cookie Policy, and each Customer’s service agreement and order.

2. Acceptance and Modification

2.1 Acceptance

The Customer accepts these Terms by: (a) entering into a subscription; (b) accepting via the dashboard’s electronic acceptance mechanism; or (c) using any part of the Services. Each of (a), (b), and (c) independently constitutes binding acceptance.

2.2 Eligibility

The Customer represents and warrants that: (a) the Customer is an Eligible Customer per the KYC Policy; (b) the Customer has completed all required KYC verification and commitment undertakings; (c) the Customer is not a consumer using the Services for personal purposes; (d) the Customer is not located in, or owned or controlled by parties in, any jurisdiction subject to comprehensive economic sanctions administered by the United States, the European Union, the United Kingdom, or the United Nations Security Council; and (e) the Customer’s use of the Services does not violate any applicable law in any jurisdiction in which the Customer or its end users operate.

2.3 Modification

The Company may modify these Terms at any time. Material modifications take effect no earlier than fourteen (14) days following notice via the Customer’s registered email address. The Customer’s continued use of the Services after the effective date constitutes acceptance of the modified Terms. The Customer may terminate the subscription without penalty within thirty (30) days following any material modification that reduces Customer-protective provisions.

2.4 Conflict of Documents

In the event of conflict among Service Documents, the order of precedence is set forth in the Customer’s service agreement.

3. The Services

3.1 Services Provided

The Company provides cross-border network access infrastructure as a service, comprising: (a) dedicated residential IP connectivity; (b) Bridge Equipment; (c) Control Plane access including dashboard, monitoring, and configuration; and (d) compliance and customer support per the Service Level Agreement.

3.2 Service Tiers

Service tiers are described in the Customer’s service agreement. Currently available tiers are Bridge Pro and Bridge Lite. Additional service tiers may be introduced in the future and are not currently available under these Terms.

3.3 Mission Statement (Non-Binding)

The Company’s mission is to operate a transparent, lawful bridge network for legitimate business cross-border information and tool needs. This mission statement is non-binding and does not create rights or obligations beyond those expressly set forth in the Service Documents.

3.4 No Bypass of Lawful Restrictions

The Services are intended for lawful cross-border business purposes. The Services are not intended to, and shall not be used to, circumvent any lawful technical or legal restriction in any jurisdiction. Where local law restricts a specific category of content or service, the Customer remains responsible for compliance with such local law.

3.5 No Anonymization Service

The Services are not an anonymization or evasion service. The Customer is identified through KYC and is responsible for the lawful and accurate use of the Services. The Company retains records of Customer activity per the KYC Policy, the Privacy Policy, and may disclose such records in response to lawful authority requests.

4. Customer Obligations

4.1 Compliance with Service Documents

The Customer shall comply with all Service Documents, including the Acceptable Use Policy (prohibited conduct), the KYC Policy, which covers eligibility and monitoring, the Service Level Agreement (operational expectations), and the equipment-handling terms of the Customer’s service agreement.

4.2 Compliance with Applicable Law

The Customer shall comply with all applicable laws and regulations in: (a) Hong Kong; (b) any jurisdiction in which the Customer is incorporated, registered, or licensed; (c) any jurisdiction in which the Customer or its end users operate using the Services; and (d) any jurisdiction whose laws apply to the Customer’s specific industry or activity (e.g., financial services, healthcare, gaming).

4.3 Compliance with Upstream Provider Terms

The Customer acknowledges that the Services rely on upstream residential-IP infrastructure providers. The Customer shall not engage in any activity that violates the upstream provider’s terms of service. The Company may suspend or terminate the Customer’s access in response to upstream-provider complaints or directives.

4.4 Payment Obligation

The Customer shall pay all fees set forth in the Customer’s service agreement in accordance with the applicable payment schedule. Late payment beyond seven (7) days entitles the Company to suspend service. Late payment beyond thirty (30) days entitles the Company to terminate the subscription and apply a graduated enforcement response per the KYC Policy.

4.5 Equipment Care

For Company-supplied Bridge Equipment, the Customer shall: (a) install and operate the Bridge Equipment only at the address disclosed during KYC; (b) not tamper with, reverse-engineer, modify firmware, or extract credentials from the Bridge Equipment; (c) not relocate the Bridge Equipment without prior written notice to the Company; and (d) return the Bridge Equipment in good working order at termination, per the Customer’s service agreement.

4.6 Honest Communication

The Customer shall provide truthful and accurate information during KYC, in the order process, and during the course of the service relationship. Material misrepresentation discovered at any time may trigger a graduated enforcement response per the KYC Policy.

4.7 Notification of Material Changes

The Customer shall notify the Company within thirty (30) days of any material change to: (a) the Customer’s entity status (beneficial-owner change, change of legal representative, change of registered address); (b) the Customer’s business scope or activity; or (c) the Customer’s contact information.

5. Company Obligations

5.1 Service Provision

The Company shall provide the Services in accordance with the Service Documents, including the availability, support, and remediation commitments in the Service Level Agreement.

5.2 Lawful Operation

The Company shall operate in compliance with: (a) the applicable telecommunications regulatory framework of Hong Kong; (b) the Hong Kong Personal Data (Privacy) Ordinance (Cap. 486); (c) applicable laws governing cross-border data processing in any relevant jurisdiction; and (d) other applicable laws as they arise.

5.3 Notification of Material Changes

The Company shall notify Customers of material changes to the Services or Service Documents per the notice periods specified in each Service Document.

5.4 Reasonable Security

The Company shall implement and maintain reasonable physical, organizational, and technical safeguards to protect Customer data and service integrity.

5.5 Cooperation with Lawful Requests

The Company shall cooperate with lawful authority requests, including providing supporting evidence such as behaviour logs, service-health records, IP blacklist database entries, and behavioural audit trails. The Company will not voluntarily provide non-public Customer data absent lawful process, except where Customer consent has been provided.

6. Intellectual Property

6.1 Company IP

The Company owns all intellectual property in the Services, the Control Plane, the Bridge Equipment firmware and software, the dashboard interface, documentation, and the Nexus brand and trademarks. No rights are transferred to the Customer except the limited right to use the Services per these Terms during the subscription term.

6.2 Customer IP

The Customer retains all intellectual property in the Customer’s data, business content, and communications transmitted via the Services. The Company does not access or use the substantive content of Customer communications except as required by lawful authority.

6.3 Feedback

If the Customer provides feedback, suggestions, or improvement ideas regarding the Services, the Company may use such feedback without restriction or compensation, provided that the Customer’s identity is not disclosed without consent.

6.4 Trademark Restriction

The Customer shall not use the Company’s name, brand, or trademarks in any public communication, marketing material, case study, or co-promotion without prior written consent.

7. Confidentiality

7.1 Mutual Confidentiality

Each party shall: (a) hold confidential information of the other party in strict confidence; (b) use such information only for purposes of performing under the Service Documents; and (c) not disclose such information to any third party except: (i) with the disclosing party’s prior written consent; (ii) to its own employees and contractors with a legitimate need to know who are bound by confidentiality obligations; or (iii) as required by lawful authority.

7.2 Definition of Confidential Information

“Confidential information” includes: (a) commercial terms specific to a particular Customer; (b) Customer KYC documentation and behavioural data; (c) the Company’s pricing strategy, supplier relationships, and technical architecture; and (d) any information marked or reasonably identifiable as confidential.

7.3 Excluded Information

Confidential information does not include information that: (a) is or becomes publicly available through no breach of these Terms; (b) was lawfully known to the receiving party prior to disclosure; (c) is lawfully obtained from a third party without confidentiality obligation; or (d) is independently developed without use of the other party’s confidential information.

7.4 Survival

The confidentiality obligations in this Section 7 survive termination of these Terms for five (5) years.

8. Privacy and Data Protection

8.1 Reference to Privacy Policy

The Company’s collection, use, retention, and protection of personal data is governed by the Privacy Policy, which is incorporated by reference into these Terms.

8.2 Cross-Border Data Processing

Customer KYC data and behavioural metadata may be processed across borders per the Privacy Policy. The Customer expressly consents to such cross-border processing as a condition of using the Services.

8.3 Data Protection Rights

The Customer’s rights under applicable data-protection law, including the Hong Kong Personal Data (Privacy) Ordinance, are preserved and are described further in the Privacy Policy. Requests under these rights may be submitted to privacy@nexusaistart.com.

9. Disclaimers

9.1 General Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN THE SERVICE LEVEL AGREEMENT, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”. THE COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

9.2 No Guaranteed Outcome

The Company does not warrant that: (a) the Services will be uninterrupted or error-free, except per the Service Level Agreement commitments; (b) the Services will achieve any specific business outcome for the Customer; (c) any target website or service will remain accessible via the Services (third-party blacklisting may occur); or (d) the Services will be compatible with any specific third-party software or service.

9.3 Upstream Risk Acknowledgment

The Customer acknowledges that residential-IP infrastructure is subject to upstream-supplier risk, third-party-blacklisting risk, and regulatory risk that may affect availability, performance, or specific destination reachability. The Customer accepts such risks as inherent to the nature of the Services.

10. Limitation of Liability

10.1 Aggregate Cap

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY’S TOTAL AGGREGATE LIABILITY TO THE CUSTOMER FOR ANY AND ALL CLAIMS ARISING UNDER OR RELATED TO THE SERVICE DOCUMENTS SHALL NOT EXCEED THE TOTAL FEES PAID BY THE CUSTOMER TO THE COMPANY DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

10.2 Excluded Damages

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES; OR FOR LOST PROFITS, LOST BUSINESS OPPORTUNITIES, LOST REVENUE, LOSS OF GOODWILL, OR LOSS OF DATA, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.3 Exceptions

The limitations in Sections 10.1 and 10.2 shall not apply to: (a) breach of confidentiality (Section 7); (b) intellectual-property infringement; (c) fraud or willful misconduct; (d) the Customer’s payment obligations; or (e) liability that cannot be excluded under applicable law.

10.4 Allocation of Risk

The Customer acknowledges that the fees for the Services reflect the allocation of risk set forth in this Section 10, and that the Company would not have provided the Services without such allocation.

11. Indemnification

11.1 Customer Indemnification

The Customer shall indemnify, defend, and hold harmless the Company and its officers, directors, employees, affiliates, and agents from and against any third-party claim, action, or proceeding arising out of: (a) the Customer’s breach of the Service Documents; (b) the Customer’s violation of applicable law in the use of the Services; (c) the Customer’s infringement of any third party’s rights through use of the Services; or (d) the Customer’s gross negligence or willful misconduct.

11.2 Procedure

The Company shall: (a) promptly notify the Customer of any claim subject to indemnification; (b) tender control of the defence and settlement to the Customer; and (c) reasonably cooperate at the Customer’s expense. The Customer shall not settle any claim that imposes any obligation on the Company without the Company’s prior written consent.

12. Term and Termination

12.1 Term

These Terms commence on the Customer’s acceptance and continue until terminated per this Section 12.

12.2 Termination by Customer

The Customer may terminate the subscription per the cancellation provisions of the Customer’s service agreement.

12.3 Termination by Company — for Convenience

The Company may terminate without cause upon ninety (90) days’ prior written notice. In such case, the Company will refund pre-paid unused subscription fees pro rata, less any deductions for prior breach.

12.4 Termination by Company — for Cause

The Company may terminate immediately upon: (a) a second-tier enforcement response per the KYC Policy; (b) the Customer’s material breach not cured within fourteen (14) days of written notice; (c) the Customer’s failure to pay beyond thirty (30) days; (d) the Customer’s insolvency, bankruptcy, or assignment for the benefit of creditors; or (e) any applicable law, regulator directive, or court order requiring termination.

12.5 Effect of Termination

Upon termination: (a) the Customer’s access to the Services ceases; (b) the Bridge Equipment is recovered per the Customer’s service agreement; (c) refunds, deposit treatment, and outstanding fees are handled per the Customer’s service agreement; (d) the Customer’s data is retained per the retention rules of the Privacy Policy and KYC Policy; and (e) all licences granted to the Customer terminate.

12.6 Survival

The following provisions survive termination: Section 6 (Intellectual Property), Section 7 (Confidentiality), Section 8 (Privacy), Section 9 (Disclaimers), Section 10 (Limitation of Liability), Section 11 (Indemnification), Section 13 (Governing Law), and any other provision that by its nature is intended to survive.

13. Governing Law, Jurisdiction, and Dispute Resolution

13.1 Governing Law

These Terms are governed by and construed in accordance with the laws of the Hong Kong Special Administrative Region of the People’s Republic of China.

13.2 Jurisdiction

The Hong Kong courts have exclusive jurisdiction over disputes arising under these Terms, subject to the optional arbitration alternative in Section 13.3.

13.3 Optional Arbitration

The parties may, by mutual written agreement at the time the dispute arises, elect to resolve the dispute by binding arbitration administered by the Hong Kong International Arbitration Centre (HKIAC) in accordance with the HKIAC Administered Arbitration Rules then in force. The seat of arbitration shall be Hong Kong; the arbitration shall be conducted in English; and a single arbitrator shall be appointed by the HKIAC.

13.4 Equitable Relief

Notwithstanding the foregoing, each party may seek interim or equitable relief in any court of competent jurisdiction to protect intellectual property, confidentiality, or to prevent imminent and irreparable harm.

13.5 Class Action Waiver

To the fullest extent permitted by applicable law, the Customer waives any right to participate in a class action or representative proceeding against the Company.

13.6 Notice of Dispute

Before initiating formal proceedings, the Customer shall notify the Company in writing at support@nexusaistart.com with a detailed statement of the dispute, and the parties shall attempt good-faith resolution for at least thirty (30) days.

14. General Provisions

14.1 Entire Agreement

The Service Documents constitute the entire agreement between the parties and supersede all prior agreements, communications, or understandings, written or oral, regarding the subject matter.

14.2 Assignment

The Customer shall not assign or transfer rights or obligations under these Terms without the Company’s prior written consent. The Company may assign to an affiliate or to a successor in a merger, acquisition, or sale of substantially all assets.

14.3 Force Majeure

Neither party is liable for delay or failure caused by force majeure events as set forth in the Service Level Agreement.

14.4 Severability

If any provision of these Terms is held invalid or unenforceable, the remainder shall remain in full force and effect; the invalid provision shall be modified to the minimum extent necessary to be enforceable.

14.5 No Waiver

A party’s failure or delay in enforcing any right does not constitute a waiver of that right.

14.6 Notices

Notices to the Company shall be sent to support@nexusaistart.com with copy to privacy@nexusaistart.com for privacy-related matters. Notices to the Customer shall be sent to the Customer’s registered email address. Notices are deemed received on the first business day after sending.

14.7 Language

These Terms are executed in English. Chinese summaries are provided for convenience only; in the event of conflict, the English text controls.

14.8 Independent Contractors

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, fiduciary, or employment relationship.

14.9 No Third-Party Beneficiaries

These Terms do not confer any rights on any person or entity other than the parties.

中文摘要（Chinese Summary — Non-Binding Reference）

本中文摘要仅供参考，与英文条款发生歧义时以英文条款为准。

文档定位

本《服务条款》（Terms of Service）是 Nexus AI Consulting Limited 与客户之间的总服务框架协议，统领可接受使用政策 / KYC 政策 / 隐私政策 / Cookie 政策，以及每位客户的服务协议与订单（合称 “Service Documents”）。

关键条款摘要

接受条款（§2）：订阅 / 仪表盘电子接受 / 使用服务任一行为即构成接受；修订提前 14 日通知，重大修订削减客户保护时 30 日内可无责终止
服务定义（§3）：跨境网络访问基础设施服务（住宅 IP / 桥接设备 / 控制面 / 合规支持）；不是匿名服务；不规避合法限制
客户义务（§4）：合规所有 Service Documents + 适用法 + 上游供应商条款；按时付款（迟付 7 天暂停 / 30 天终止）；设备规则（仅限 KYC 披露地址 / 不篡改 / 不擅自迁移 / 终止后归还）
公司义务（§5）：按 SLA 提供服务 + 在适用电信监管框架内合规 + PDPO 合规；合理安全保护；在合法程序下配合执法
知识产权（§6）：公司保留全部 IP；客户保留客户数据 IP；反馈无偿可用但不披露身份；商标使用需事先书面同意
保密（§7）：相互保密；5 年存续；不含已公开 / 已知 / 独立开发信息
责任限制（§10）：总责任不超过事件前 12 个月已付费；不承担间接 / 利润损失 / 数据丢失等；不适用于保密违反 / IP 侵权 / 欺诈 / 客户付款 / 法定不可排除
赔偿（§11）：客户对第三方索赔的赔偿义务（违反本协议 / 违法 / 侵权 / 重大过失或故意）
终止（§12）：客户按服务协议终止；公司无责终止需 90 日通知 + 预付费按比例返还；因故即时终止 6 类情形（破产 / 违法 / 持续违约等）
法律适用（§13）：香港特别行政区法律；香港法院专属管辖；可双方同意 HKIAC 仲裁；放弃集体诉讼；正式诉讼前 30 日善意协商

客户权利保留

数据访问 / 更正 / 撤回同意 / 投诉 → privacy@nexusaistart.com（详见 Privacy Policy）
PDPO 投诉权 → 香港个人资料私隐专员公署 PCPD
重大修订后 30 日无责终止权 → 本 Terms §2.3

共同存续条款

终止后存续：知识产权 / 保密 / 隐私 / 免责 / 责任限制 / 赔偿 / 法律适用