Terms of Service

These Terms of Service are a binding agreement between Nexus Technology LLC, a company incorporated in Mongolia (“Nexus Technology”, “we”, “us”), and the organisation that has subscribed to the Nexus Platform (the “Customer”), together with each individual the Customer authorises to use it (“you”, “User”).

You accept these Terms by signing in to or otherwise using the Platform. If you are accepting on behalf of an organisation, you confirm that you have authority to bind it, and “Customer” then means that organisation.

Where the Customer and Nexus Technology have signed a separate written agreement, order form or statement of work, that document governs to the extent it conflicts with these Terms, and these Terms fill every gap it leaves. In the absence of such a document, these Terms are the whole agreement.

If you do not accept these Terms, do not use the Platform. If your employer has already provisioned an account for you, raise the matter with your employer; we cannot vary these Terms for an individual User.

“Platform” means the Nexus Platform in all its parts: the web application at nexus-technology.live and every package host under it, the mobile applications, the application programming interfaces, the on-site edge software we install, and the documentation we supply.

“Customer Data” means all data the Customer or its Users submit to the Platform, and all data the Platform generates from the Customer’s operations, including records, documents, images, video, detection events, location traces, weighbridge tickets and reports.

“Equipment” means the cameras, recorders, edge servers, weighbridge indicators, gate hardware, tracking devices and network components deployed at a Customer site, whether supplied by us or by the Customer.

“User” means an individual authorised by the Customer to access the Platform under an account the Customer has provisioned.

“Output” means anything the Platform produces automatically, including detections, plate readings, alerts, forecasts, rankings, calculations and generated reports.

“Confidential Information” means non-public information disclosed by one party to the other that a reasonable person would understand to be confidential, whether or not it is marked as such.

The Platform is not open to public registration. Accounts are created by the Customer’s administrators or by us at the Customer’s request, and access is granted by role. There is no self-service sign-up, and we will not create an account for anyone the Customer has not authorised.

Each account belongs to one named individual. Sharing an account, sharing credentials, or letting another person work under your identity is a breach of these Terms and defeats the audit trail on which the Customer relies. The Customer is responsible for every action taken under its accounts.

You must keep your credentials secret, use a password you do not use elsewhere, protect the devices you sign in from, and tell us and your administrator immediately if you suspect that your account has been used by someone else.

The Customer must withdraw access promptly when a User leaves or changes role. The Customer must not request an account for anyone below the minimum working age under the Labour Law of Mongolia, and for a User aged under eighteen must confirm that the engagement, and the work recorded in the Platform, are lawful at that age. We may require that dormant accounts be deactivated.

We may require additional authentication factors where the risk warrants it, and we may end a session at any time for security reasons.

Subject to these Terms and to payment of any fees due, we grant the Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the Platform during the term, for the Customer’s own internal business operations, through the number of Users and at the sites agreed.

That right does not include the right to resell the Platform, to operate it as a service for a third party, to grant access to anyone outside the Customer’s organisation without our written agreement, or to use it for any purpose other than the Customer’s own operations.

You may not copy, modify, translate, adapt or create derivative works of the Platform; reverse engineer, decompile or disassemble it, or attempt to derive its source code, except to the narrow extent Mongolian law expressly permits despite a contractual prohibition; remove or obscure any proprietary notice; or use it to build a competing product.

We may audit use against the agreed scope on reasonable notice, and may charge for use beyond it.

As between the parties, the Customer owns all Customer Data and all rights in it. We claim no ownership of it, and we acquire no right to use it beyond what is needed to deliver the Platform and to meet our legal obligations.

The Customer grants us a licence, limited to the term and to those purposes, to host, store, transmit, process, display and back up Customer Data, and to disclose it to the service providers named in our Privacy Policy so that they can perform their part of the service.

The Customer is responsible for the lawfulness, accuracy and quality of Customer Data, for having the right to give it to us, and for obtaining every consent and giving every notice that Mongolian law requires — in particular to workers whose location, image or working activity is recorded. We process personal data on the Customer’s documented instructions, as set out in our Privacy Policy.

The Customer must not submit special categories of personal data, health records or biometric identifiers to the Platform unless we have agreed to it in writing and the Customer has a lawful basis for it.

We may generate aggregated, de-identified statistics about how the Platform performs and is used, and may use those to operate, secure and improve it. Such statistics never identify the Customer, a User or any individual, and we do not use Customer content to train general-purpose artificial intelligence models.

On request during the term, and for thirty days after it ends, we will make Customer Data available for export in a machine-readable format. After that period we may delete it, subject to any retention the law requires.

You must use the Platform lawfully, and in a way that does not endanger people, damage property or interfere with anyone else’s use of it.

You must not: attempt to gain access to data, accounts, tenants or systems you are not authorised to reach; probe, scan or test the security of the Platform without our written permission; circumvent or disable any access control, rate limit, audit log or security feature; introduce malicious code; place an unreasonable load on the service or attempt to disrupt it; or scrape, mine or bulk-extract data by automated means outside the interfaces we provide.

You must not use the Platform or its Outputs to harass, intimidate, discriminate against or unlawfully surveil any person; to monitor workers outside working time or beyond the site perimeter; to record in a place where people are entitled to privacy; or to make an employment decision in a way that Mongolian labour law prohibits.

You must not upload content you have no right to upload, misrepresent your identity or authority, falsify a record, or alter a weighbridge ticket, report or audit entry to misstate what happened.

You must not use the Platform to evade a legal obligation, to conceal an incident from a regulator, or to falsify data submitted to a state authority.

We may investigate a suspected breach of this clause, and the Customer will cooperate with that investigation. A serious or repeated breach entitles us to suspend access under clause 16 and to terminate under clause 15.

This clause is the most important one in this document. Read it even if you read nothing else.

The Platform is a decision-support and record-keeping system. It is not a safety instrumented system, not an emergency service, not a life-safety device, and not a substitute for the safety controls, supervision, procedures, training and equipment that Mongolian occupational safety and mineral law requires at an industrial site.

Its Outputs are probabilistic and incomplete. Cameras fail, lose power, lose network, get obscured by dust, snow, rain, glare and darkness, and see only where they point. Detection models miss real events and report events that did not happen. Location devices lose signal underground, in pits, between structures and when a battery dies. Alerts may be delayed, may not be delivered at all, and may not be seen by anyone.

You must not rely on the Platform to detect a hazard, to confirm that a person is wearing protective equipment, to confirm that an area is clear, to locate a person in an emergency, or to decide that a situation is safe. The absence of an alert means nothing. Independent human verification is required before any decision that affects a person’s safety.

The Customer remains solely responsible for the health and safety of everyone at its sites, for compliance with the Law of Mongolia on Occupational Safety and Health, the Labour Law of Mongolia, the Law of Mongolia on Minerals and every other applicable requirement, and for maintaining safety systems that do not depend on the Platform.

Subject only to clause 18.4, and to the fullest extent Mongolian law permits, we are not liable for injury, death, property damage, environmental harm, production loss or regulatory penalty arising from reliance on the Platform or its Outputs for a safety-related purpose. Clause 18.4 preserves liability for death or personal injury caused by our own negligence, and nothing here is intended to exclude that; equally, nothing in clause 18.4 revives a claim founded on reliance this clause told you not to place.

Where the Customer operates cameras, plate recognition, worker location tracking or any other monitoring through the Platform, the Customer is the controller of the resulting personal data and carries the legal duties that go with it.

Before monitoring begins, the Customer must: establish a lawful basis for it under the Law of Mongolia on Personal Data Protection; inform every affected worker, contractor and visitor in writing and in a language they understand; post visible notice at every entrance and in every monitored area; consult its workforce or their representatives where the Labour Law of Mongolia or a collective agreement requires it; and confine monitoring to working time and the site perimeter.

The Customer must not deploy monitoring covertly, must not place cameras in changing rooms, sanitary facilities, medical rooms or designated rest areas, must not use the Platform for facial recognition, and must not use Outputs as the sole basis for a disciplinary or employment decision.

The Customer must answer the requests of the people it monitors — for access, correction, deletion, objection and explanation — and must keep the records needed to show that it has met these obligations.

We may require evidence of compliance, and may suspend monitoring features at a site where we have a reasonable belief that this clause is being breached. The Customer indemnifies us against claims arising from its failure to meet these obligations, under clause 19.

We aim to keep the Platform available continuously and we design it to fail safely, but we do not warrant uninterrupted or error-free operation, and no service level applies unless one is set out in a signed agreement between us and the Customer.

The Platform depends on services and networks we do not control: cloud hosting, database and authentication providers, content delivery and DNS, mobile and satellite connectivity, and the Customer’s own local network and power. An interruption in any of these will interrupt the service, and we are not responsible for the availability of the parts we do not operate.

Recording and local playback at a site are designed to continue during a loss of connectivity, because the recording equipment is on the Customer’s premises. Features that depend on the cloud will not. Availability of recording also depends on the Equipment being powered, maintained and physically intact, which is the Customer’s responsibility unless we have agreed otherwise in writing.

We may perform maintenance that makes the Platform temporarily unavailable. We give advance notice of planned maintenance where we reasonably can, and we schedule it to minimise disruption. Emergency maintenance to protect security or integrity may be performed without notice.

We provide support through the channels named in the Contact section and through the Platform’s support desk, during our normal business hours in Mongolia, unless a signed agreement provides otherwise.

We develop the Platform continuously. We may add, change, improve or remove features, and we may change how a feature works. We will not make a change that materially reduces the core functionality the Customer subscribed to without giving reasonable notice.

We may deprecate a feature or an interface. Where we do, we will give reasonable notice and, where practical, a migration path.

The Customer must keep its client software reasonably current. We support the current and previous released versions of our mobile applications and current versions of mainstream browsers; we are not obliged to maintain compatibility with versions beyond that.

The Platform integrates third-party services, including cloud hosting, database and authentication, network protection, mapping and satellite imagery, weather data, and messaging. Those services are governed by their own terms, and we are not responsible for their acts, omissions, availability, accuracy or changes to their terms.

Mapping and imagery used in the digital twin are licensed from their providers and may be used only within the Platform and only for the Customer’s internal operations. The Customer must not extract, redistribute or create derived products from licensed imagery except where the provider’s licence expressly permits it.

Where Equipment is supplied by a third party, or was already installed at the site, its manufacturer’s warranty and terms apply. We integrate such Equipment on a reasonable-endeavours basis and do not warrant that a device outside our supply will function correctly or continue to be supported.

The Customer is responsible for the physical security, power, cooling, network and maintenance of Equipment at its sites, and for granting us the access we need to service it.

All intellectual property rights in the Platform — its software, models, interfaces, designs, documentation, structure and the Nexus Technology name and marks — belong to us or to our licensors. Nothing in these Terms transfers any of those rights to the Customer beyond the licence in clause 4.

Ownership of Customer Data remains with the Customer, as set out in clause 5. Ownership of an Output generated from Customer Data follows the Customer Data it was generated from, to the extent an Output attracts rights at all; the models and software that produced it remain ours.

If the Customer or a User gives us feedback, a suggestion or an idea for improving the Platform, we may use it without restriction, without obligation and without payment. We will not identify the source of feedback publicly without permission.

The Customer must not use our name, logo or marks without our written consent, other than to identify itself factually as a user of the Platform.

Each party must keep the other’s Confidential Information confidential, use it only to perform this agreement, protect it with at least the care it applies to its own confidential information, and disclose it only to those of its personnel and advisers who need it and are bound to equivalent obligations.

These obligations do not apply to information that is or becomes public without breach, that the receiving party already held free of obligation, that it independently develops, or that it lawfully receives from a third party entitled to disclose it.

A party compelled by law or by a competent authority to disclose Confidential Information may do so, but must, unless legally prohibited, tell the other party first and disclose only what is required.

These obligations survive the end of this agreement for five years, and indefinitely for anything that constitutes a trade secret under Mongolian law.

Fees, the billing period, the currency and the payment terms are those set out in the signed agreement, order form or invoice between us and the Customer. Where no fee is stated for a deployment, the Platform is provided at no charge and may be withdrawn on reasonable notice.

Unless stated otherwise, fees exclude value added tax and any other tax, duty or levy imposed under Mongolian law, which the Customer pays in addition.

Invoices are payable within the period stated on them. Sums unpaid after that period may attract interest at the rate permitted by Mongolian law, and we may suspend access under clause 16 after giving notice and a reasonable opportunity to pay.

Fees already paid are not refundable except where these Terms or a signed agreement expressly says so, or where Mongolian law requires a refund.

This agreement begins when the Customer first accesses the Platform, or on the date stated in a signed agreement, and continues until terminated in accordance with this clause.

Either party may terminate for convenience by giving thirty days’ written notice, unless a signed agreement sets a fixed term, in which case that term governs.

Either party may terminate immediately by written notice if the other commits a material breach that is not remedied within fifteen days of being asked to remedy it, or that cannot be remedied; or if the other becomes insolvent, enters liquidation or a comparable process, or ceases to carry on business.

We may terminate immediately where continued provision would breach Mongolian law, expose a person to danger, or require us to act unlawfully.

On termination the licence in clause 4 ends, access is withdrawn, and the Customer must stop using the Platform. Clauses on Customer Data ownership, intellectual property, confidentiality, disclaimers, limitation of liability, indemnity, governing law and general provisions survive.

For thirty days after termination we will make Customer Data available for export. After that we may delete it, except where we must keep it to comply with the law or to resolve a dispute. Deletion of data held on Equipment at the Customer’s premises is the Customer’s responsibility unless we have agreed to perform it.

We may suspend access to the Platform, in whole or in part, for a User, a site or the Customer, where: there is a credible security threat; an account is being used unlawfully or in breach of clause 6; continued access would expose personal data or endanger a person; an invoice is materially overdue after notice; or the law or a competent authority requires it.

We will give as much notice as the circumstances allow, and where the reason is not a security emergency we will give notice in advance and an opportunity to resolve the problem.

A suspension lasts only as long as its cause. We restore access as soon as the cause is resolved, and suspension does not by itself terminate this agreement or relieve the Customer of fees for the period.

Suspension of a monitoring feature under clause 8 does not affect the Customer’s obligation to keep its site safe and lawfully operated.

To the fullest extent permitted by Mongolian law, the Platform and its Outputs are provided “as is” and “as available”, and we make no warranty, condition or representation of any kind, whether express, implied or statutory, other than those we state expressly in these Terms or in a signed agreement.

In particular we do not warrant that the Platform will be uninterrupted, timely, secure or free of error; that defects will be corrected; that it will meet the Customer’s requirements or achieve any particular result; that Outputs will be accurate, complete or fit for any purpose; or that detections, readings, alerts, calculations or forecasts will be correct.

Any advice, report, estimate, volume, tonnage, forecast or analysis the Platform produces is an aid to judgement, not a professional opinion. It is not a survey certified by a licensed surveyor, not an engineering certification, not a legal, tax, accounting or financial opinion, and not a regulatory submission. The Customer must have such matters verified by an appropriately qualified professional before relying on them.

Nothing in this clause excludes a warranty or liability that Mongolian law does not allow to be excluded.

To the fullest extent permitted by Mongolian law, neither party is liable to the other for loss of profit, loss of revenue, loss of production or output, loss of anticipated savings, loss of business or opportunity, loss of goodwill, loss or corruption of data beyond our obligation to restore from backup, or any indirect or consequential loss, however caused and whether or not the possibility of it was known.

To the fullest extent permitted by Mongolian law, our total aggregate liability arising out of or in connection with this agreement, whether in contract, tort including negligence, breach of statutory duty or otherwise, is limited to the total fees paid by the Customer to us for the Platform in the twelve months immediately before the event giving rise to the claim. Where the Platform is provided at no charge, that liability is limited to five million Mongolian tugrik (MNT 5,000,000).

We are not liable for any loss arising from: reliance on the Platform or its Outputs for a safety-related purpose, as set out in clause 7; the Customer’s failure to meet its obligations under clause 8; the acts, omissions or unavailability of a third-party service or of Equipment we did not supply; the Customer’s own network, power, premises or personnel; unauthorised access obtained through credentials the Customer or a User failed to protect; or Customer Data that was unlawful, inaccurate or submitted without the right to submit it.

Nothing in these Terms limits or excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, for wilful misconduct, or for any other liability that Mongolian law does not permit to be limited or excluded.

Each party must take reasonable steps to mitigate its loss. A claim must be brought within the limitation period set by Mongolian law, and the parties agree that the allocation of risk in this clause is a fundamental basis of the commercial bargain between them and is reflected in the fees.

The Customer will indemnify and hold us harmless against any claim, demand, proceeding, loss, damage, fine, penalty, cost and reasonable legal expense arising from: Customer Data, including a claim that it infringes a third party’s rights or was submitted unlawfully; the Customer’s breach of clause 6 or clause 8; the Customer’s failure to inform or obtain consent from people it monitors; the Customer’s use of the Platform for a safety-related purpose contrary to clause 7; and any employment, labour or privacy claim brought by a worker of the Customer in relation to monitoring the Customer configured. This indemnity does not extend to loss caused by our own negligence or wilful misconduct, and nothing in it requires the Customer to indemnify us against a liability that clause 18.4 preserves.

We will indemnify the Customer against any third-party claim that the Platform, used in accordance with these Terms, infringes that third party’s intellectual property rights in Mongolia, and against damages finally awarded or reasonably settled in respect of such a claim, subject to the limits in clause 18.

That indemnity does not apply where the claim arises from Customer Data, from a modification we did not make, from use of the Platform in combination with something we did not supply, from continued use after we have told the Customer to stop, or from use outside these Terms.

A party seeking indemnity must notify the other promptly, allow the other to control the defence and settlement provided no admission of liability or non-monetary obligation is imposed on it without consent, and give reasonable cooperation at the indemnifying party’s expense.

Neither party is liable for a failure or delay in performing its obligations, other than an obligation to pay money already due, to the extent it is caused by an event beyond its reasonable control.

Such events include natural disaster, extreme weather, earthquake, flood and fire; epidemic and pandemic, and public health measures taken in response; war, armed conflict, civil unrest, terrorism and sabotage; act of a government or regulator, including a border closure, sanction, embargo or change of law; strike or industrial action not confined to that party’s own workforce; and the failure of a public power grid, telecommunications network, satellite link or internet backbone.

The affected party must notify the other as soon as practicable, describe the effect, and use reasonable endeavours to mitigate it and resume performance.

If the event continues for more than sixty consecutive days, either party may terminate this agreement by written notice without liability for the termination itself.

This agreement, and any non-contractual obligation arising out of or in connection with it, is governed by the law of Mongolia.

The parties will first try to resolve any dispute by good-faith negotiation between senior representatives, beginning within fifteen days of one party giving the other written notice of the dispute.

If the dispute is not resolved within thirty days of that notice, it will be settled by the competent courts of Mongolia sitting in Ulaanbaatar, to whose exclusive jurisdiction the parties submit. Where the parties have agreed arbitration in a signed agreement, that clause governs instead and the seat is Ulaanbaatar unless it states otherwise.

Nothing in this clause prevents either party from applying to any court of competent jurisdiction for urgent interim or protective relief.

Court proceedings are conducted in Mongolian, as Mongolian procedural law requires. Where a dispute goes to arbitration under this clause instead, the language of the arbitration is Mongolian unless the parties agree otherwise.

We may change these Terms to reflect a change in the Platform, in the law, or in how we do business. The date at the top of the page always reflects the current version.

For a material change we give at least thirty days’ notice before it takes effect, through the Platform and, where we hold an address for the Customer, by email. A change required by law or needed to address a security risk may take effect sooner, and we will say why.

If the Customer does not accept a material change, it may terminate under clause 15 before the change takes effect, and we will refund any fee paid for a period after termination. Continuing to use the Platform after the change takes effect is acceptance of it.

We will not apply a change retrospectively to a dispute or an event that arose before it took effect.

Entire agreement: these Terms, together with the Privacy Policy and any signed agreement between the parties, are the whole agreement about their subject matter and replace anything said or written before. Neither party relies on any statement not set out in them, save that nothing excludes liability for fraudulent misrepresentation.

Assignment: the Customer may not assign or transfer this agreement without our written consent, which we will not unreasonably withhold. We may assign it to an affiliate or to a successor of our business on notice.

Severability: if a provision is found unenforceable, it is modified to the minimum extent needed to make it enforceable, or severed if it cannot be, and the rest of the agreement continues.

No waiver: a failure or delay in enforcing a right is not a waiver of it, and a single or partial exercise of a right does not prevent its further exercise.

No partnership: nothing creates a partnership, joint venture, agency or employment relationship between the parties.

Third parties: no person who is not a party has a right to enforce any provision of this agreement.

Notices: notices to us go to the address in the Contact section; notices to the Customer go to the contact it has given us or to an administrator’s registered email address. A notice by email takes effect on the next business day in Mongolia.

Language: these Terms are published in English, Mongolian, Russian and Chinese. The English text governs where a translation disagrees, except where Mongolian law requires the Mongolian text to prevail, in which case the Mongolian text governs.

+976 99779582

Nexus Technology LLC — Shanagan Coal Mine, Dundgovi Province, Mongolia