Nxlayr – Terms & Conditions
Effective Date: June 14, 2026 Last Updated: June 14, 2026
These Terms and Conditions ("Terms") govern your access to and use of the Nxlayr platform, products, services, websites, software, messaging programs, and related offerings (collectively, the "Services").
By accessing or using Nxlayr, you agree to be bound by these Terms. If you do not agree, you may not use the Services.
1. Company Information
Nxlayr is operated by Jelu. LLC, a limited liability company registered in the State of Wyoming, United States of America ("Nxlayr," "we," "us," or "our").
While Nxlayr is a U.S.-registered entity, we provide Services to clients located in the Republic of South Africa. Where South African law imposes obligations in connection with the processing of personal information of South African data subjects or the provision of electronic services to South African residents, we comply with those obligations as set out in these Terms.
Support inquiries may be directed to: 📧 [email protected]
2. Description of Services
Nxlayr is a software-as-a-service (SaaS) platform that provides marketing automation tools, communication tools (including SMS, email, and messaging applications), CRM functionality, artificial intelligence-assisted features, lead management tools, and related business services.
Nxlayr is a technology platform only. We do not provide financial advice, insurance services, legal advice, or any regulated professional services. Clients operating in regulated industries are solely responsible for ensuring their use of the Services complies with all applicable sector-specific legislation.
Features and availability may change at any time at Nxlayr's discretion. We will endeavor to provide reasonable notice of material changes where practicable.
3. Eligibility
You must be at least 18 years old, legally capable of entering into a binding contract, and authorized to act on behalf of any business entity you represent in order to use the Services.
By using the Services, you represent and warrant that:
You meet the eligibility requirements above
Your business is lawfully registered and operating in the Republic of South Africa or another jurisdiction in which you are authorized to conduct business
You have the authority to bind your organization to these Terms
4. User Accounts
You are responsible for:
Maintaining the confidentiality of your login credentials
All activity that occurs under your account
Ensuring all information you provide is accurate, current, and complete
Notifying Nxlayr immediately of any unauthorized use of your account
Nxlayr reserves the right to suspend or terminate accounts that violate these Terms, engage in abusive or fraudulent activity, or fail to maintain accurate account information.
5. Protection of Personal Information (POPIA Compliance)
Nxlayr recognizes that the Protection of Personal Information Act 4 of 2013 ("POPIA") applies to the processing of personal information of South African data subjects, regardless of where the processing entity is located.
5.1 Roles
For the purposes of POPIA:
You (the client) are the Responsible Party: you determine the purpose and means of processing personal information through the Services.
Nxlayr is the Operator: we process personal information on your behalf, strictly in accordance with your instructions and these Terms.
5.2 Nxlayr's Obligations as Operator
Nxlayr undertakes to:
Process personal information only as necessary to provide the Services and as directed by you
Implement and maintain appropriate technical and organizational security measures to protect personal information against loss, damage, unauthorized access, or unlawful processing
Not disclose personal information to any third party except as required to provide the Services, as directed by you, or as required by law
Notify you without undue delay upon becoming aware of a security compromise or breach involving personal information, as required under section 22 of POPIA
Delete or return personal information upon termination of the Services, subject to any legal retention obligations
5.3 Your Obligations as Responsible Party
You represent and warrant that:
You have a lawful basis under POPIA for collecting and processing any personal information you upload, transmit, or store through the Services
You have obtained all required consents from data subjects whose information you process through the platform, including consent for electronic marketing communications
You will only provide Nxlayr with personal information that you are lawfully entitled to share
You will comply with all obligations of a Responsible Party under POPIA, including responding to data subject access requests, objections, and correction requests within statutory timeframes
You have designated an Information Officer (or Deputy Information Officer) as required by POPIA and have registered or will register with the Information Regulator where required
5.4 Data Subject Rights
To the extent that data subjects direct rights requests (access, correction, deletion, or objection) to Nxlayr, we will promptly refer those requests to you as the Responsible Party. Nxlayr will cooperate reasonably in assisting you to fulfill such requests.
5.5 Sub-Operators
You acknowledge that Nxlayr may engage third-party sub-operators to assist in delivering the Services (including hosting providers, communication infrastructure providers, and AI service providers). Nxlayr will ensure that sub-operators are bound by data protection obligations materially equivalent to those in these Terms. A list of categories of sub-operators is available on request.
5.6 Cross-Border Transfers
Where personal information is transferred to Nxlayr's systems or sub-operators located outside the Republic of South Africa, such transfers will occur only in compliance with section 72 of POPIA, including by ensuring that the recipient country or organization provides an adequate level of protection for personal information, or that appropriate safeguards are in place.
5.7 Information Regulator
Data subjects who believe their rights under POPIA have been infringed may lodge a complaint with the Information Regulator of South Africa:
Website: www.inforegulator.org.za
Email: [email protected]
6. Electronic Communications and Transactions Act (ECTA)
The Electronic Communications and Transactions Act 25 of 2002 ("ECTA") applies to electronic transactions and communications conducted through the Services.
6.1 Formation of Agreement
By clicking to accept these Terms, checking an acceptance box, or otherwise affirmatively accessing the Services, you and Nxlayr form a binding electronic agreement in accordance with section 22 of ECTA. You acknowledge that electronic signatures and acceptances carry the same legal weight as handwritten signatures under ECTA.
6.2 Anti-Spam (Section 45 of ECTA)
You agree to comply with section 45 of ECTA when using the Services to send electronic communications. This means:
Unsolicited commercial electronic messages ("spam") may only be sent to persons who have consented to receive them, or with whom you have an existing business relationship
All commercial electronic messages must clearly identify the sender and provide a valid opt-out mechanism
You must honor opt-out requests promptly and without charge to the recipient
You may not use misleading subject lines, sender names, or routing information
6.3 Consumer Information (Section 43 of ECTA)
Where you use the Services to conduct electronic transactions with consumers, you are responsible for providing all disclosures required under section 43 of ECTA, including full business details, pricing, terms of sale, and return policies.
7. RICA Compliance
The Regulation of Interception of Communications and Provision of Communication-Related Information Act 70 of 2002 ("RICA") governs the lawful interception of communications and the provision of communication-related information in South Africa.
You acknowledge and agree that:
You will not use the Services to intercept, monitor, or record any communications without the knowledge and consent of all parties to the communication, except as expressly permitted by RICA
You will not use any feature of the Services to conduct unlawful surveillance of any person
Any automated call recording or AI voice features you enable must be used in accordance with RICA; you are responsible for obtaining required consents before recording any call
Nxlayr shall not be liable for your failure to comply with RICA in your use of the Services
8. Financial Services Disclaimer (FAIS)
Nxlayr is a technology platform. We are not registered as a Financial Services Provider under the Financial Advisory and Intermediary Services Act 37 of 2002 ("FAIS") and do not provide financial advice, investment recommendations, insurance products, or any other regulated financial service.
Clients that are licensed Financial Services Providers or that operate under the supervision of the Financial Sector Conduct Authority ("FSCA") are solely responsible for:
Ensuring their use of the Services complies with their FSP license conditions, FAIS obligations, and any applicable FSCA guidance
Ensuring that automated communications, AI-generated content, and CRM workflows used through the platform do not constitute unlawful financial advice or misleading representations under the FAIS Act
Compliance with the Financial Intelligence Centre Act 38 of 2001 ("FICA") where applicable
Ensuring that any client data processed through the platform complies with the requirements of their sector regulator
Nxlayr expressly disclaims all liability arising from your failure to comply with sector-specific financial services regulation.
9. SMS & Messaging Terms
By enabling SMS messaging through the Services, you and your end users consent to receive transactional, informational, and promotional messages in connection with your use of the Services.
Opt-Out End users may cancel SMS messages at any time by replying STOP. Upon confirmation, they will no longer receive SMS messages unless they re-opt in.
Help Reply HELP or contact [email protected] for assistance.
Carrier Disclaimer
South African mobile network operators are not responsible for delayed or undelivered messages
Standard message and data rates may apply depending on the recipient's mobile plan
Message frequency varies based on your account activity and campaign settings
You confirm that:
You have obtained valid, POPIA-compliant consent from all recipients before sending marketing or promotional SMS messages
You will not use the SMS features to send unsolicited commercial messages in violation of ECTA section 45
No opt-in data or consent records are shared with third parties for their own marketing purposes
10. WhatsApp & Additional Messaging Channels
Where your subscription includes access to WhatsApp or other third-party messaging channels:
You are responsible for ensuring your use of those channels complies with the applicable platform's terms of service (including WhatsApp's Business Policy and Commerce Policy) as well as applicable South African law
Opt-in and opt-out mechanics mirror those in Section 9
Nxlayr does not guarantee message delivery on third-party platforms and is not responsible for policy changes made by those platforms
Per-message fees apply; see Section 11 for details
11. Payments & Subscriptions
Subscription Fees All fees are denominated in South African Rand (ZAR) and billed according to your selected plan on a recurring monthly or annual basis, charged in advance.
Per-Use Billing The following features are billed on a per-use basis in addition to your base subscription fee and are disclosed on your plan card at sign-up:
Outbound and inbound SMS messages (per message)
WhatsApp messages (per message)
AI voice call minutes (per minute)
Lead database lookup credits (per record)
Local business search queries (per search)
Any other consumption-based feature listed on your plan
Per-use rates are displayed within your account dashboard. You authorize Nxlayr to charge these fees as they are incurred.
Payment Payments are processed via our designated payment processor. By providing payment details, you authorize Nxlayr to charge your nominated payment method for all subscription and per-use fees.
Non-Refundable All fees are non-refundable except where required by the Consumer Protection Act 68 of 2008 ("CPA") or other applicable South African law. Cancellations take effect at the end of the current billing cycle; no pro-rated refunds are issued.
Consumer Protection Act Where you qualify as a "consumer" under the CPA, you retain any rights afforded to you by that Act that cannot lawfully be excluded by contract, including the right to cancel an agreement for fixed-term services with 20 business days' written notice in accordance with section 14 of the CPA. A reasonable cancellation penalty may apply as permitted by the CPA and its regulations.
Pricing Changes We will provide at least 30 days' written notice before implementing price changes on existing subscriptions.
Late Payment Failure to pay may result in service suspension. Interest on overdue amounts may be charged at the rate contemplated in the Prescribed Rate of Interest Act 55 of 1975, as amended.
12. Acceptable Use
You agree not to use the Services to:
Engage in any unlawful, deceptive, abusive, or fraudulent activity under South African or applicable law
Violate POPIA, ECTA, RICA, FAIS, FICA, the CPA, or any other applicable South African legislation
Send unsolicited commercial communications in contravention of ECTA section 45
Send spam, phishing messages, or misleading communications
Infringe upon the intellectual property rights of any third party
Transmit malicious software, viruses, or harmful code
Collect or harvest personal information about individuals without their knowledge and consent
Impersonate any person or entity
Record calls or monitor communications without the consent required under RICA
Overload, disrupt, or interfere with the infrastructure of the Services
Nxlayr may suspend or permanently terminate access for violations without notice where violations are severe or recurring.
13. Artificial Intelligence & Automated Features
Certain features incorporate artificial intelligence, machine learning, or automated decision-making tools. You acknowledge that:
AI-generated outputs (including voice, text, or suggested content) may contain errors or inaccuracies and should be reviewed before use
You are solely responsible for reviewing and approving AI-generated content, particularly where such content will be used in regulated communications (including financial services communications)
Nxlayr makes no guarantee regarding the accuracy or suitability of AI outputs for any purpose
Automated profiling or decision-making features must be used in compliance with your obligations under POPIA, including data subjects' right to object to automated decision-making under section 11 of POPIA
14. Third-Party Services
The Services integrate with or rely upon third-party platforms, APIs, and service providers. You acknowledge that:
Third-party services are subject to their own terms and privacy policies
Nxlayr is not responsible for the availability, accuracy, or performance of any third-party service
Third-party providers may change or discontinue their services at any time
Nxlayr shall not be liable for losses arising from third-party service failures
15. Beta Features
Nxlayr may offer beta or early-access features on an "as-is" basis without warranty. Beta features may be modified or discontinued at any time without notice and do not create any obligation to release a final version.
16. Feedback
Any suggestions, ideas, or feedback you submit to Nxlayr grant us a perpetual, irrevocable, royalty-free license to use, modify, and incorporate that feedback into the Services without obligation or compensation to you.
17. Intellectual Property
All software, branding, content, trademarks, and materials provided by Nxlayr are owned by or licensed to Jelu. LLC and protected by applicable intellectual property laws. You may not copy, reverse engineer, resell, sublicense, or redistribute any part of the Services without prior written permission.
Nothing in these Terms grants you any intellectual property rights beyond the limited license to use the Services in accordance with these Terms.
18. Confidentiality
Each party agrees to keep confidential any non-public information disclosed by the other party that is designated as confidential or that a reasonable person would understand to be confidential. This does not apply to information that is publicly available, independently developed, or required to be disclosed by law or a regulator.
19. Disclaimers
THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
Nxlayr does not warrant that:
The Services will be uninterrupted, error-free, or secure
Results obtained through the Services will be accurate or reliable
Messages sent through the Services will be delivered
The Services will meet the requirements of any specific regulated industry
Nothing in these Terms excludes or limits any implied warranty or right that cannot lawfully be excluded under the Consumer Protection Act or any other applicable South African law.
20. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, Nxlayr SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR REPUTATIONAL HARM, ARISING FROM YOUR USE OF OR INABILITY TO USE THE SERVICES.
Nxlayr'S AGGREGATE LIABILITY FOR ALL CLAIMS ARISING UNDER THESE TERMS SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO Nxlayr IN THE THREE (3) MONTHS PRECEDING THE CLAIM.
Where the Consumer Protection Act applies and imposes a minimum standard of liability that cannot be excluded, those provisions are not excluded by this clause.
21. Indemnification
You agree to indemnify, defend, and hold harmless Nxlayr and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising from:
Your use of the Services in violation of these Terms
Your violation of any applicable South African or foreign law or regulation, including POPIA, ECTA, RICA, FAIS, or the CPA
Any content, campaign, or communication you transmit through the Services
Any third-party claims arising from your business activities conducted through the platform
Your failure to obtain required consents from data subjects or communication recipients
22. Termination
Either party may terminate these Terms at any time, subject to Section 11 (cancellation notice periods where the CPA applies). Nxlayr may suspend or terminate access immediately for material violations of these Terms or applicable law.
Upon termination:
Your right to use the Services ceases immediately
Nxlayr will delete or return your data in accordance with Section 5.2 and applicable law
Sections 17, 20, 21, 23, 24, and 25 survive termination
23. Dispute Resolution
Informal Resolution Before initiating formal proceedings, you agree to notify Nxlayr at [email protected] and attempt to resolve the dispute in good faith for a period of 30 days.
Arbitration If informal resolution fails, disputes shall be referred to and finally resolved by arbitration administered by the Arbitration Foundation of Southern Africa ("AFSA") under its rules, which are deemed incorporated by reference. The seat of arbitration shall be Johannesburg, South Africa. The arbitration shall be conducted in English. The arbitrator's award shall be final and binding.
Exceptions Either party may approach a court of competent jurisdiction for urgent or interim relief, including injunctions to protect intellectual property or prevent irreparable harm.
Consumer Rights Nothing in this clause limits your right, where you qualify as a consumer under the CPA, to refer a dispute to the relevant ombud or the National Consumer Commission.
24. Governing Law
These Terms are governed by the laws of the State of Wyoming, United States of America, as Nxlayr is a U.S.-registered entity. However, where mandatory provisions of South African law apply to the processing of personal information of South African data subjects or to electronic transactions with South African consumers and cannot be excluded by choice of law, those provisions shall apply to the extent required by law.
25. Force Majeure
Nxlayr shall not be liable for failure or delay in performance caused by circumstances beyond our reasonable control, including acts of God, natural disasters, war, civil unrest, load-shedding or power infrastructure failures, telecommunications outages, third-party platform failures, government actions, or pandemic-related disruptions.
26. Severability
If any provision of these Terms is found invalid or unenforceable under applicable law, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force.
27. No Waiver
Nxlayr's failure to enforce any provision of these Terms shall not constitute a waiver of that provision or any subsequent breach.
28. Assignment
You may not assign your rights or obligations under these Terms without Nxlayr's prior written consent. Nxlayr may assign these Terms freely, including in connection with a merger, acquisition, or asset sale.
29. Entire Agreement
These Terms, together with our Privacy Policy and any plan-specific terms, constitute the entire agreement between you and Nxlayr regarding the Services and supersede all prior understandings and representations.
30. Changes to These Terms
We may update these Terms at any time. We will provide at least 30 days' notice of material changes via email or a prominent notice within the platform. Continued use of the Services after the effective date constitutes acceptance of the updated Terms. Where the CPA applies, we will comply with the notice requirements set out in that Act.
31. Contact & Information Officer
For questions about these Terms or your personal information:
Information Officer (POPIA): Not disclosed Email: [email protected]
Inquiries may be sent to [email protected].
Complaints relating to personal information processing may also be directed to: Information Regulator of South Africa www.inforegulator.org.za | [email protected]