Please review these Terms carefully before using Nebulas. By accessing or using the Service, you confirm that you have read, understood and accepted them.

1. Provider information

2. Definitions

For the purposes of these Terms:

• “Nebulas” or “Service” means the cloud-based ERP software and related services supplied by BETA TECHNOLOGIES SRL.
• “Provider”, “we”, “us” or “our” means BETA TECHNOLOGIES SRL.
• “Customer” means the company, professional or organization that purchases, subscribes to or is otherwise authorized to use the Service.
• “User” means any individual authorized by the Customer to access the Service.
• “Customer Data” means information, files, documents and other content entered into, generated through or transmitted to the Service by or on behalf of the Customer.
• “Order Form” means a quotation, proposal, subscription order or other commercial document accepted by the Customer.
• “Third-Party Service” means a service supplied by a party other than the Provider, including Google services.

3. Scope and acceptance

These Terms govern access to and use of Nebulas. The agreement between the Provider and the Customer consists of these Terms, the applicable Order Form, the Privacy Policy, any Data Processing Agreement and any additional written terms expressly accepted by both parties.

The person accepting these Terms on behalf of a Customer represents that they have authority to bind that Customer. Users who do not have such authority must not accept these Terms or activate the Service on behalf of an organization.

Nebulas is intended for business and professional use. It is not designed as a consumer service unless expressly agreed in writing.

4. Description of the Service

Nebulas is an ERP platform that may provide functions including:

• customer, prospect, supplier and contact management;
• quotations, orders, contracts and commercial workflows;
• invoicing, credit notes, payments and accounting-related information;
• products, services, price lists, warehouses, inventory and stock movements;
• documents, attachments, communications and business records;
• appointments, calendars, tasks, reminders and organizational workflows;
• integrations with Google Authentication, Gmail, Google Drive and Google Calendar;
• other modules, automations or integrations described in the applicable Order Form.

The features available to a Customer depend on the subscribed plan, configuration, licenses and integrations purchased or enabled.

5. Accounts and authorized users

The Customer is responsible for:

• providing accurate account and billing information;
• appointing authorized administrators and Users;
• assigning appropriate roles and permissions;
• keeping credentials, access tokens and authentication devices secure;
• promptly disabling accounts that are no longer authorized;
• all activities performed through its accounts, except to the extent caused by the Provider’s breach.

Accounts are personal and may not be shared unless the relevant feature expressly supports shared or service accounts. The Customer must notify the Provider promptly of any suspected unauthorized access, credential compromise or security incident.

6. Google integrations

6.1 Connection and authorization

Users may connect a Google account to authenticate or use integrations with Gmail, Google Drive and Google Calendar. Access occurs only after the User grants the permissions displayed in Google’s authorization screen.

The Customer is responsible for ensuring that its Users are authorized to connect the relevant Google accounts and to allow Nebulas to process the related information.

6.2 Permitted use of Google data

Nebulas uses Google account information and Google API data only to provide the functions requested by the User, as further described in the Nebulas Privacy Policy. Depending on the permissions granted and the functions enabled, Nebulas may read, create, modify, send, synchronize or delete certain messages, files, folders, calendars or events.

Nebulas does not receive or store the User’s Google password. Users may revoke Google permissions at any time through Nebulas, through their Google account settings or by contacting support.

6.3 Effect of revocation or service changes

Revoking permissions, changing Google account settings or changes made by Google may interrupt or disable connected features. Revocation does not automatically delete information previously imported into Nebulas where that information forms part of the Customer’s business records or must be retained for contractual or legal reasons.

7. Customer Data

7.1 Ownership

As between the parties, the Customer retains all rights in Customer Data. The Customer grants the Provider a limited, non-exclusive right to host, copy, transmit, process, back up and otherwise use Customer Data solely as necessary to provide, secure, support and maintain the Service and to comply with applicable law.

7.2 Customer responsibilities

The Customer is responsible for the legality, accuracy, quality and relevance of Customer Data and must ensure that it has all rights, notices, consents and lawful bases required to process such data through Nebulas.

The Customer must not upload or process data that it is not legally entitled to use. The Customer must configure User permissions according to the principle of least privilege.

7.3 Export and deletion

Available export functions, formats, assistance and charges are determined by the subscribed plan or Order Form. Following termination, the Customer may request an export within the period specified in the Order Form or, if no period is specified, within thirty (30) days.

After the applicable retrieval period, the Provider may delete or anonymize Customer Data, subject to legal retention requirements, backup rotation and any agreed data-return procedure.

8. Data protection and confidentiality

Each party must comply with the data protection laws applicable to its activities. Where the Provider processes personal data on behalf of the Customer, the parties will be governed by the applicable Data Processing Agreement under Article 28 of Regulation (EU) 2016/679.

The Provider’s processing of account, usage, security and Google integration data is described in the Nebulas Privacy Policy.

Each party must protect the other party’s confidential information using reasonable care and may use it only for the purposes of the agreement. Confidentiality obligations do not apply to information that is public without breach, lawfully known without restriction, independently developed or lawfully received from a third party.

9. Acceptable use

The Customer and its Users must not:

• use the Service unlawfully, fraudulently or in violation of third-party rights;
• upload malware, harmful code or content intended to disrupt systems;
• attempt to gain unauthorized access to accounts, systems or data;
• bypass usage limits, security controls or technical restrictions;
• perform vulnerability testing or penetration testing without prior written authorization;
• reverse engineer, decompile or attempt to derive source code, except where such restriction is prohibited by law;
• resell, sublicense or provide the Service to third parties unless expressly authorized;
• use the Service to send spam, phishing messages or unlawful communications;
• use the Service in a way that could damage, overload or impair the Provider’s infrastructure;
• use Google data obtained through Nebulas for purposes inconsistent with the permissions granted or applicable Google policies.

10. Subscription, fees and payment

Fees, billing frequency, included licenses, usage limits, payment terms and subscription duration are stated in the applicable Order Form.

Unless otherwise stated:

• fees are quoted exclusive of VAT and other applicable taxes;
• invoices are payable by the due date shown on the invoice;
• fees are non-refundable except where required by law or expressly agreed;
• additional Users, storage, support, modules, integrations or usage may incur additional fees;
• late payments may result in interest, recovery costs or suspension, as permitted by law and the applicable contract.

The Provider may revise fees for a renewal period by giving reasonable prior notice, unless the Order Form provides otherwise.

11. Term and renewal

The agreement begins on the effective date stated in the Order Form or when the Customer first accesses the Service, whichever applies.

The initial term, renewal mechanism and notice period are set out in the Order Form. Where the Order Form provides for automatic renewal, the agreement will renew for the stated renewal period unless either party gives notice within the specified deadline.

12. Availability, maintenance and support

The Provider will use commercially reasonable efforts to keep the Service available and secure. However, uninterrupted or error-free operation is not guaranteed.

The Service may be unavailable because of:

• scheduled or emergency maintenance;
• security updates or incident response;
• failures of telecommunications, cloud or Third-Party Services;
• Customer systems, configurations or network conditions;
• events beyond the Provider’s reasonable control.

Any service levels, support hours, response targets, backup commitments or business-continuity obligations apply only if stated in an Order Form or service-level agreement.

13. Changes to the Service

The Provider may update the Service to improve security, performance, usability, legal compliance or functionality. The Provider may also modify or discontinue features that depend on Third-Party Services or external APIs.

Where a material change significantly reduces a paid core function, the Provider will provide reasonable notice when practicable and will seek to offer an alternative, migration path or other remedy consistent with the applicable contract.

14. Third-Party Services

Nebulas may interoperate with Third-Party Services, including Google services, cloud infrastructure, electronic invoicing systems, payment services and communication providers.

Third-Party Services are governed by their own terms and privacy notices. The Provider is not responsible for changes, suspension, discontinuation, outages or acts of a third-party provider, except to the extent that responsibility cannot legally be excluded or the Provider expressly assumed it in writing.

15. Intellectual property

The Provider and its licensors retain all rights in Nebulas, including its software, source code, object code, architecture, interfaces, workflows, designs, documentation, trademarks, databases, know-how and improvements.

Subject to payment of applicable fees and compliance with the agreement, the Provider grants the Customer a limited, non-exclusive, non-transferable and non-sublicensable right to access and use the Service during the subscription term for its internal business purposes.

No rights are granted by implication. Feedback provided by the Customer may be used by the Provider without restriction, provided it does not identify the Customer or disclose Customer confidential information.

16. Beta and experimental features

Features identified as beta, preview, experimental or early access may be incomplete, changed or withdrawn at any time. Unless expressly agreed otherwise, such features are supplied without service-level commitments and should not be used as the sole basis for critical business processes.

17. Warranties and disclaimers

The Provider warrants that it will supply the Service with reasonable professional care and in substantial accordance with the applicable documentation and Order Form.

Except for express warranties stated in the agreement and to the maximum extent permitted by law, the Service is provided “as is” and “as available.” The Provider does not warrant that:

• the Service will be uninterrupted, error-free or compatible with every system;
• all defects will be corrected immediately;
• the Service will meet requirements not documented in the agreement;
• data supplied by the Customer or third parties will be accurate or complete;
• Third-Party Services will remain available or unchanged.

Nebulas is a management tool and does not replace legal, tax, accounting or professional advice. The Customer remains responsible for reviewing documents, calculations, tax treatment, filings, deadlines and business decisions.

18. Limitation of liability

Nothing in these Terms excludes or limits liability that cannot legally be excluded or limited, including liability for wilful misconduct or gross negligence where applicable.

Subject to the preceding paragraph and unless the Order Form states otherwise:

• neither party is liable for indirect, incidental, consequential or punitive loss, or for loss of profit, revenue, business opportunity, goodwill or anticipated savings;
• the Provider is not liable for loss caused by Customer instructions, unauthorized Users, inaccurate Customer Data, unsupported configurations or Third-Party Services;
• the Provider’s aggregate liability arising from the Service during any twelve-month period will not exceed the fees paid or payable by the Customer for the affected Service during the twelve months preceding the event giving rise to the claim.

Any limitation applies only to the extent permitted by applicable law and must be interpreted in conjunction with the negotiated Order Form and any mandatory statutory protections.

19. Indemnification

The Customer will defend and indemnify the Provider against third-party claims arising from unlawful Customer Data, the Customer’s breach of acceptable-use obligations, infringement caused by materials supplied by the Customer or use of the Service contrary to the agreement, except to the extent caused by the Provider.

The Provider will promptly notify the Customer of an indemnified claim and allow reasonable control of the defense, subject to the Provider’s right to participate with its own counsel.

20. Suspension

The Provider may suspend access to all or part of the Service where reasonably necessary to:

• respond to a security threat or suspected unauthorized access;
• prevent harm to the Service, Users or third parties;
• address unlawful or prohibited use;
• comply with a legal or regulatory requirement;
• address material non-payment after applicable notice;
• protect the integrity or availability of the Service.

Where practicable, the Provider will give notice and limit the suspension to the affected account, feature or period.

21. Termination

Either party may terminate the agreement:

• as provided in the applicable Order Form;
• for a material breach not remedied within the notice period stated in the agreement or, if none is stated, within thirty (30) days after written notice;
• immediately where the other party becomes insolvent, ceases business or commits a breach that cannot reasonably be remedied;
• where continued performance would violate applicable law.

Upon termination, the Customer’s right to use the Service ends. Accrued payment obligations and provisions that by their nature should survive will remain effective, including provisions concerning confidentiality, intellectual property, liability, data return, governing law and disputes.

22. Force majeure

Neither party is liable for delay or failure caused by events beyond its reasonable control, including natural disasters, war, civil unrest, epidemics, governmental action, power or network failures, cloud-provider failures, labor disputes, cyberattacks of exceptional scale or interruption of essential Third-Party Services. The affected party must take reasonable steps to mitigate the impact.

23. Communications and notices

Operational communications may be sent through Nebulas, the support portal or the Customer’s registered e-mail address. Formal notices must be sent using the contact method specified in the Order Form, including certified e-mail (PEC) where applicable.

The Customer is responsible for keeping its contact and billing details current.

24. Changes to these Terms

The Provider may update these Terms to reflect changes in law, security requirements, the Service or business practices. The updated version will state its effective date.

For material changes affecting an active paid subscription, the Provider will provide reasonable advance notice. Continued use after the effective date constitutes acceptance where legally permitted. If the Customer does not accept a material change, it may exercise any termination right provided in the applicable agreement.

25. Assignment and subcontracting

The Customer may not assign the agreement without the Provider’s prior written consent, except as part of a merger or transfer of substantially all of its business, provided the assignee is not a direct competitor and assumes the Customer’s obligations.

The Provider may use subcontractors to deliver the Service and remains responsible for their performance to the extent required by the agreement and applicable law.

26. Entire agreement, severability and waiver

The agreement constitutes the entire agreement concerning the Service and supersedes prior proposals, discussions and representations on the same subject, without affecting liability for fraudulent misrepresentation.

If a provision is held invalid or unenforceable, it will be limited or replaced to the minimum extent necessary, and the remaining provisions will remain effective.

A failure or delay in exercising a right does not constitute a waiver of that right.

27. Governing law and jurisdiction

Unless the applicable Order Form expressly provides otherwise, the agreement is governed by Italian law, without prejudice to mandatory conflict-of-law rules.

For Customers acting in a business or professional capacity, the courts of Sassari, Italy, will have exclusive jurisdiction, subject to any mandatory jurisdiction rules that cannot be contractually excluded.

28. Contact

Questions about these Terms may be submitted through: