Terms & Conditions

1. Parties and Scope

These Terms and Conditions ('Terms') govern access to and use of the Nexyzen platform, accessible at www.nexyzen.com, operated by Camera di Compensazione S.r.l., Piazza Francesco Lo Sardo 5, 98123 Messina, Italy — VAT IT03671960833 ('Nexyzen', 'we', 'us').

The platform is intended exclusively for entities acting in the exercise of their business, commercial, or professional activity ('Users'). Access by consumers acting outside a professional capacity is not permitted. By registering, the User confirms that it is acting in a business-to-business context.

2. The Service

Nexyzen is a multilateral invoice clearing platform. It identifies closed cycles of mutual commercial debts and credits among network members and proposes their automatic offset, without any movement of cash, without financing, and without creating new debt.

The process consists of four stages:

• Injection — the User uploads active and passive invoices (manually or via connector to an e-invoicing system)

• Detection — the algorithm continuously searches for closed debt loops involving the User's receivables and payables

• Offset — when a cycle is identified, a legally valid clearing document is generated for the User to review and sign

• Extinguishment — upon signature by all parties in the cycle, the obligation is extinguished; no cash moves

Nexyzen does not provide credit, factoring, or any regulated financial service. It is a coordination and technology service.

3. Registration and Account

Registration is free. The User undertakes to provide accurate, complete, and up-to-date information at the time of registration and to keep it current. Each account is personal and non-transferable. The User is responsible for maintaining the confidentiality of their credentials and for all activity conducted under their account. Any suspected unauthorised access must be reported to support@nexyzen.com immediately.

4. Fees

The transaction fee is charged exclusively on successfully completed clearing transactions. No fee is applied to cycles that are identified but not signed, or to cycles that are rejected by any participant. Current fees are published at nexyzen.com/pricing. Fees are invoiced by Camera di Compensazione S.r.l. and are subject to VAT in accordance with applicable EU member state rules.

5. User Obligations

The User undertakes to:

• Upload only genuine invoices that are their own, not already assigned, pledged, subject to factoring, or otherwise encumbered in a way that prevents offsetting

• Promptly notify Nexyzen of any change to the status of uploaded invoices (payment, dispute, settlement agreement, insolvency proceedings)

• Not use the platform for fraudulent purposes or in violation of applicable tax or accounting regulations in the relevant EU member state

• Keep company registration data accurate and up to date

• Not attempt to reverse-engineer, scrape, or interfere with the platform's algorithm or infrastructure

6. Legal Validity of the Clearing

The clearing document generated by Nexyzen constitutes a voluntary set-off agreement under Article 1252 of the Italian Civil Code and equivalent provisions under the national law of the relevant EU member states. Extinguishment of the obligation is effective from the date of signature by all parties in the cycle.

Nexyzen is not a party to the underlying commercial obligations between Users. It does not assume liability for those obligations and does not guarantee their validity, enforceability, or accuracy. Each User remains responsible for verifying that the invoices it submits are accurate, undisputed, and legally available for offset.

7. Limitation of Liability

Nexyzen provides a technology platform to facilitate identification and execution of clearing transactions. It does not provide legal, tax, or financial advice. To the fullest extent permitted by applicable law, Nexyzen is not liable for:

• Failure to identify a clearing cycle for any particular set of invoices

• Rejection of a proposed cycle by one or more participants

• Errors, inaccuracies, or omissions in invoice data provided by Users

• Service interruptions due to scheduled maintenance or force majeure events

• Indirect, consequential, or incidental losses arising from use of the platform

Nothing in these Terms limits liability for death or personal injury caused by negligence, fraud, or any other liability that cannot be excluded by law.

8. Intellectual Property

All rights in and to the Nexyzen software, algorithm, brand, and platform content are owned by Camera di Compensazione S.r.l. or its licensors. Users are granted a limited, non-exclusive, non-transferable licence to use the platform solely for the purposes described in these Terms. No right is granted to copy, reproduce, reverse-engineer, decompile, or create derivative works from any part of the platform.

9. Term and Termination

These Terms apply for an indefinite period from the date of registration. The User may terminate the agreement at any time by deleting their account or by sending a written request to support@nexyzen.com. Termination does not affect clearing transactions already signed and completed. Nexyzen reserves the right to suspend or terminate access to the platform in the event of material breach of these Terms, providing prior notice where possible.

10. Modifications to the Service and Terms

Nexyzen may modify these Terms or the features of the platform. Material changes to the Terms will be communicated by email with at least 30 days' notice. Continued use of the platform after that period constitutes acceptance of the updated Terms. If the User does not accept the changes, they may terminate the agreement before the effective date.

11. Governing Law and Jurisdiction

These Terms are governed by Italian law. The parties agree that the courts of Messina, Italy, shall have exclusive jurisdiction over any dispute arising out of or in connection with these Terms or the use of the platform, without prejudice to any mandatory rules of jurisdiction that may apply under EU law (in particular, Regulation (EU) 1215/2012).

12. Contact

For any question regarding these Terms or the platform: