Terms of Service

Version 1.0, in force since 2026-10-20.

1. Scope and parties

1.1 These Terms of Service ("Terms") apply to all contracts for paid NexoVirt subscriptions concluded between you ("Customer", "you") and the provider:

Bjarne Arik Fomferra, sole proprietor trading as Nucez Software
Im Windfeld 36
32130 Enger, Germany
VAT ID: DE464474512
Email: hello@nexovirt.com

("NexoVirt", "we", "us"). NexoVirt is a product of Nucez Software.

1.2 Our offer is aimed primarily at businesses (entrepreneurs within the meaning of § 14 BGB, legal entities under public law and special funds under public law). Consumers within the meaning of § 13 BGB may also conclude a contract. Where these Terms treat consumers differently, this is stated expressly. Mandatory consumer protection law always takes precedence.

1.3 The licence terms for the software are set out in the Enterprise Subscription Agreement and the Community Edition License Agreement (together the "Licence Agreements"). They form part of the contract. If these Terms and a Licence Agreement conflict, these Terms prevail.

1.4 Conflicting or supplementary terms of the Customer do not apply, even if we do not object to them, unless we agree to them in writing.

2. Contract formation

2.1 The presentation of the subscriptions on our website is not a binding offer but an invitation to place an order.

2.2 To order, you need a customer account and a claimed NexoVirt installation. You select a subscription tier, a billing interval (monthly or yearly) and the installation it applies to, and are then forwarded to the checkout of our payment provider Stripe. By completing the checkout with the payment button you submit a binding offer to conclude the contract.

2.3 The contract is concluded when we accept your offer. Acceptance takes place by the activation of the subscription on your installation or by an order confirmation sent by email, whichever comes first.

2.4 The contract language is English. We store the contract text; you can view your subscription and invoices in your customer account and in the Stripe billing portal.

2.5 We do not offer a free trial of the paid tiers. The free Community Edition can be used to evaluate the software.

3. Products and editions

3.1 NexoVirt is self-hosted software for managing Proxmox VE servers. You install and run it on infrastructure you operate yourself. We do not host your installation, your Proxmox servers or your virtual machines.

3.2 The Community Edition is free of charge, is limited to 2 Proxmox nodes and is governed solely by the Community Edition License Agreement. These Terms apply to it only where stated.

3.3 The paid subscriptions unlock the Enterprise Edition on one installation with the node limit and features of the chosen tier:

A node is one Proxmox VE server; in a cluster every member server counts as one node. Virtual machines, containers and end customers are not counted. The features of each tier are described on the pricing page as it stood at the time of your order.

3.4 We may develop the software further. We may change or replace features as long as the essential functions of your tier are preserved and the change is reasonable for you.

4. Prices and payment

4.1 The prices shown on the pricing page at the time of the order apply. All prices are net prices in euro and exclude the statutory value added tax, which is calculated and shown at checkout. For businesses in other EU member states with a valid VAT ID, the reverse-charge procedure applies where the legal requirements are met.

4.2 Fees are payable in advance for each billing period (one month or one year). Payment is processed by Stripe Payments Europe, Ltd. using the payment methods offered at checkout. Invoices are provided electronically.

4.3 Discount codes can be redeemed at checkout where offered. They apply only under the conditions stated with the code.

4.4 If a payment fails, we will notify you and Stripe will retry the payment. If the payment still cannot be collected, we may end the subscription; your installation then reverts to the Community Edition (section 5.5). Further claims remain unaffected.

4.5 We may adjust prices for future billing periods. We will notify you of a price change at least six weeks before it takes effect. If you do not agree, you can cancel the subscription before the change takes effect; the old price applies until then.

5. Term, renewal and cancellation

5.1 A subscription runs for the chosen billing period (one month or one year) and renews automatically for the same period unless it is cancelled before the end of the current period.

5.2 You can cancel at any time with effect from the end of the paid period, without giving reasons, in the Stripe billing portal, which you reach from your customer account. A cancellation by email is also sufficient. Fees already paid for the current period are not refunded, except where statutory law or section 5.4 provides otherwise.

5.3 You can switch to another tier or billing interval in the Stripe billing portal. The difference is calculated pro rata for the remainder of the current period (proration) and credited or charged with the next invoice, as shown in the billing portal before you confirm.

5.4 The right of both parties to terminate for good cause (§ 314 BGB) remains unaffected. Good cause for us exists in particular if you circumvent the licence system or materially breach the Licence Agreements and do not remedy the breach within a reasonable period after a warning.

5.5 When a subscription ends, the installation automatically reverts to the Community Edition. Your installation, your Proxmox servers and your virtual machines keep running; features and nodes beyond the Community Edition limits are no longer available. Use beyond the Community Edition licence then requires a new subscription.

6. Right of withdrawal for consumers

If you are a consumer, you have a statutory right of withdrawal. Details and the withdrawal form are on our right of withdrawal page. Businesses have no right of withdrawal.

7. Licence grant and restrictions

7.1 For the term of the subscription we grant you a non-exclusive, non-transferable, non-sublicensable right, limited in time to the subscription term, to use the Enterprise Edition on one installation within the node limit and the features of your tier, including for providing hosting services to your own customers. The details are governed by the Enterprise Subscription Agreement.

7.2 Each subscription is bound to one installation, identified by a hardware fingerprint of the server it runs on. If you move the installation to new hardware, you can reset the activation in your customer account within the limits shown there.

7.3 You may not, in particular:

• sublicense, sell, rent, lend or otherwise redistribute the software or a licence;
• use one subscription for more than one installation or more nodes than your tier allows;
• circumvent, disable or manipulate the licence check, the node limit or the edition system;
• remove or alter copyright, licence or attribution notices, except through the white-label settings your tier provides;
• reverse engineer, decompile or disassemble the software, except where §§ 69d and 69e UrhG permit this.

7.4 Reseller tier. The Unlimited tier includes a reseller feature. It lets you give your own resellers and their end customers access to scoped areas of your installation. This does not grant your resellers any licence of their own: they act within your installation and your subscription. You remain our sole contracting party, are responsible for the conduct of your resellers and end customers as for your own, and are solely responsible for your contracts with them. Your resellers may not run their own installations under your subscription.

7.5 All rights in the software not expressly granted remain with us.

8. Updates and support

8.1 During the subscription term we provide updates for the software as we release them. Fix releases within the same release line can be installed automatically where automatic updates are enabled on your installation; other releases are installed by you. You are responsible for installing updates in good time; we provide support only for the current release line.

8.2 Support is available through the documentation at docs.nexovirt.com, the support tickets in your customer account and our Discord community. Paid tiers receive priority handling of tickets. We do not guarantee response or resolution times and provide no service level agreement (SLA) unless one is agreed separately in writing.

8.3 Support does not include the installation, operation or repair of your Proxmox servers, your network or your guests.

9. Licence service and offline operation

9.1 Your installation checks its licence regularly with our licence service over the internet. We aim for high availability of the licence service but do not guarantee uninterrupted availability.

9.2 If the licence service cannot be reached, your installation keeps its paid features for up to 14 days from its last successful check. After that it reverts to the Community Edition until a check succeeds again. An interruption of the licence service never stops your Proxmox servers or your virtual machines.

10. Customer obligations

10.1 You operate your Proxmox servers, your network and your installation of NexoVirt yourself and are responsible for their configuration, security, licensing (including any Proxmox subscriptions) and lawful use.

10.2 You are responsible for regular backups of your data, your virtual machines and your NexoVirt installation that match the importance of the data. Before installing updates and before using functions that change servers or networks (for example migration, NAT or VPN), you should make sure that a current backup exists.

10.3 You keep your account credentials and licence keys confidential and tell us without delay if you suspect misuse.

10.4 You comply with applicable law when providing services to your own customers, in particular data protection law.

11. Data protection

We process personal data in accordance with our privacy policy. This includes the data your installation sends for the licence check. Optional usage statistics can be switched off in the panel settings. Data that you process with NexoVirt on your own servers stays on your servers; we do not receive or process it.

12. Liability

12.1 We are liable without limitation for damage caused intentionally or through gross negligence, for damage resulting from injury to life, body or health, under the Product Liability Act (Produkthaftungsgesetz) and to the extent we have given a guarantee.

12.2 In the case of slight negligence we are liable only for breach of an essential contractual obligation (cardinal obligation), that is an obligation whose fulfilment makes the proper performance of the contract possible in the first place and on whose fulfilment you may regularly rely. In that case our liability is limited to the damage that was foreseeable and typical for this type of contract at the time the contract was concluded.

12.3 Otherwise our liability is excluded.

12.4 For the loss of data we are liable, within the limits above, only for the effort that would have been necessary to restore the data had you made backups in line with section 10.2.

12.5 The above limitations also apply in favour of our employees, representatives and vicarious agents.

13. Warranty

13.1 The statutory warranty rights apply, subject to the following provisions.

13.2 Software cannot be developed free of all errors. A defect exists only if the software deviates materially from the documented functions. You will report defects to us with a reproducible description. We remedy defects at our choice by an update, a workaround or other suitable means.

13.3 For businesses, the limitation period for warranty claims is one year, except for claims under section 12.1. For consumers, the statutory provisions on digital products (§§ 327 et seq. BGB) apply without restriction.

13.4 We are not responsible for defects caused by your infrastructure, by Proxmox VE, by third-party software or by changes you make to the software.

14. Changes to these Terms

14.1 We may change these Terms with effect for the future if there is a valid reason, in particular a change in the law, in case law or in the software, and the change is reasonable for you. Changes to the essential obligations (scope of services, price, term) are not made this way.

14.2 We will notify you of changes by email at least six weeks before they take effect. If you do not object before that date, the changes are deemed accepted; we will point this out in the notice. If you object, either party may terminate the subscription at the time the changes take effect.

15. Governing law and place of jurisdiction

15.1 These Terms and all contracts under them are governed by the law of the Federal Republic of Germany. The UN Convention on Contracts for the International Sale of Goods (CISG) does not apply. For consumers, this choice of law applies only to the extent that it does not deprive you of the protection of mandatory provisions of the law of the country in which you have your habitual residence.

15.2 If you are a merchant (Kaufmann), a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from the contract is our registered place of business. We may also sue you at your general place of jurisdiction.

15.3 We are not willing or obliged to participate in dispute resolution proceedings before a consumer arbitration board (§ 36 VSBG).

16. Severability

If any provision of these Terms is or becomes invalid, the validity of the remaining provisions is not affected. The statutory provisions apply in place of the invalid provision.

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