The contract, in plain English.

Terms used in this agreement.

In these Terms:

• "Agreement" means these Terms together with any Order, Data Processing Agreement, and other documents incorporated by reference.
• "Customer", "you", "your" means the legal entity subscribing to the Service and any user authorised by that entity.
• "Customer Data" means any data, files, content or information that you upload, transmit or enter into the Service, including Amazon-issued reports and data relating to your drivers.
• "DPA" means our Data Processing Agreement, which governs processing of personal data by us on your behalf, available at [email protected].
• "Fees" means the subscription fees and other amounts payable by you as set out on our pricing page or in an Order.
• "NEXUS DSP" or "Service" means the software-as-a-service platform made available at app.nexusdsp.ai, including any mobile applications, APIs and related services.
• "Order" means an order for the Service, whether placed online through the Service, by email, or in a separately executed document.
• "Party" means either you or us, and "Parties" means both.
• "Subscription Term" means the period during which you are subscribed to the Service, including any trial period and any renewal.
• "Terms" means these Terms of Service, as updated from time to time in accordance with §24.
• "VELLOX", "we", "us", "our" means VELLOX LTD, a company registered in England and Wales under number 17136312.

How you accept these Terms.

By creating an account, clicking "I agree", signing an Order, or otherwise accessing the Service, you agree to be bound by these Terms. If you are accepting on behalf of a legal entity, you represent that you have authority to bind that entity, and "you" includes the entity. If you do not have that authority, or you do not agree to these Terms, do not access the Service.

These Terms form the entire agreement between you and us in relation to the Service and supersede any prior or contemporaneous agreements. The Agreement prevails over any terms in your purchase order, supplier onboarding document or similar that purport to vary the Agreement, regardless of whether we accept or acknowledge such a document.

What we grant, and how it may change.

3.1. We grant you a non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the Subscription Term, for your internal business purposes, subject to these Terms.

3.2. The Service is provided on a software-as-a-service basis. You receive the right to use the Service; you do not acquire any interest in the Service itself, its underlying code, data models, intelligence layer, training data, or infrastructure.

3.3. Features, functionality and user-interface elements of the Service may change over time. We will not materially degrade the functionality of your subscription tier during a paid Subscription Term without reasonable notice.

3.4. Availability: we aim for 99.9% monthly uptime excluding scheduled maintenance, emergency maintenance, force-majeure events and factors outside our reasonable control. We do not warrant uninterrupted or error-free operation. Our only obligation in respect of downtime is set out in this clause; service-credit and SLA-style remedies are not available unless separately agreed in writing in an Order.

Named individuals. No credential sharing.

4.1. You must provide accurate information when creating an account and keep it up to date.

4.2. You are responsible for all activity under your account and for the security of your credentials. You must notify us promptly at [email protected] on becoming aware of any unauthorised access.

4.3. Each user account is personal to a named individual. Sharing credentials between individuals is prohibited.

4.4. You are responsible for ensuring that each user you invite or permit to access the Service complies with these Terms.

4.5. User limits applicable to your subscription tier are set out on our pricing page or in your Order.

What you agree to.

You agree that you will:

5.1. Use the Service in accordance with these Terms and any documentation we publish;

5.2. Comply with all applicable laws in your use of the Service, including the UK GDPR, the Data Protection Act 2018, the Employment Rights Act 1996, and tax and competition laws;

5.3. Ensure that you have all necessary rights and lawful bases to upload Customer Data to the Service, including (where applicable) appropriate notice to, or lawful basis for, processing data relating to your drivers;

5.4. Not use the Service to process special category personal data under UK GDPR Article 9 (for example, health or biometric data) without our prior written agreement;

5.5. Maintain accurate, current contact details for your organisation on the Service to enable us to reach you for service notices.

Ten prohibitions.

You will not, and will not permit any user to:

6.1. Use the Service to violate any law, regulation, or third-party right, including intellectual-property rights;

6.2. Reverse engineer, decompile, disassemble, or attempt to derive source code from the Service, except to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation;

6.3. Copy, frame, mirror, republish, resell, or redistribute the Service or its output, except for your own internal use or as expressly permitted;

6.4. Introduce any virus, worm, ransomware, or other malicious code into the Service;

6.5. Probe, scan or test the vulnerability of the Service, or breach or circumvent any security or authentication measure, except under a written coordinated-disclosure arrangement with us;

6.6. Attempt to gain unauthorised access to the Service, another customer's account, or data that is not yours;

6.7. Use the Service to build a competing service or to benchmark the Service for purposes of building a competing service;

6.8. Use automated means (scrapers, bots, headless browsers) to access the Service other than through APIs we make generally available;

6.9. Remove or obscure any proprietary notice in the Service or its output;

6.10. Use the Service in a way that could damage, disable, overburden, or impair the Service or interfere with any other party's use of the Service.

We may suspend access under §14 where we reasonably believe you are in material breach of this §6.

You own it. We process it.

7.1. Ownership. As between the Parties, you own the Customer Data. You retain all right, title and interest in the Customer Data, subject to the licence granted to us in §7.2.

7.2. Licence to us. You grant us a non-exclusive, worldwide, royalty-free licence to host, store, process, display, transmit, and otherwise use the Customer Data for the sole purposes of: (a) providing and operating the Service for you; (b) maintaining, securing and improving the Service; and (c) creating aggregated, de-identified analytics that cannot reasonably be used to identify you or any individual. We do not use Customer Data to train machine-learning models that are made available to third parties.

7.3. Accuracy and responsibility. You are responsible for the accuracy, quality and legality of Customer Data and of the means by which you acquired it. We do not verify or audit the content of Customer Data.

7.4. Export and deletion. You may export Customer Data from the Service at any time during the Subscription Term using the export functionality provided. On termination of your account, we will retain Customer Data for 30 days to allow export, after which we will delete it in accordance with §13.

You're the controller. We're the processor.

8.1. To the extent Customer Data contains personal data, you are the data controller and VELLOX LTD is a data processor acting on your instructions, as described in the DPA incorporated by reference.

8.2. The DPA sets out the subject matter, duration, nature and purpose of the processing, the types of personal data, the categories of data subjects, and the rights and obligations of each Party under UK GDPR Article 28.

8.3. A current list of our sub-processors is available on request at [email protected]. We will provide you with reasonable advance notice of any material change to the sub-processor list.

GBP. Monthly. VAT when applicable.

9.1. Fees. You will pay the Fees for your subscription tier as set out on our pricing page (nexusdsp.ai) or in your Order. Fees are quoted in pounds sterling (GBP).

9.2. VAT. Fees are exclusive of VAT and any other applicable taxes, which will be added at the prevailing rate where applicable. At the date of issue of these Terms, VELLOX LTD is not registered for UK VAT. If VELLOX LTD becomes VAT-registered during the Subscription Term, VAT will be added to Fees from the date of effective registration.

9.3. Billing cycle. Subscriptions are billed monthly in advance. The Fees for a monthly cycle are non-refundable.

9.4. Payment method. Fees are payable by credit or debit card through our payment processor, Stripe. By subscribing, you authorise us and Stripe to charge the payment method on file for recurring Fees.

9.5. Late payment. If a payment fails, we may retry the payment method. If a payment is not received within 14 days of the due date, we may suspend your access to the Service under §14. Overdue amounts bear interest at 4% per annum above the Bank of England base rate from time to time, accruing daily, pursuant to the Late Payment of Commercial Debts (Interest) Act 1998.

9.6. Price changes. We may change the Fees for future Subscription Terms. Price changes will be notified to you by email to your registered account contact at least 30 days before the start of the relevant billing cycle. You may terminate under §12.2 if you do not wish to accept the new Fees.

14 days. No card required.

10.1. Trial period. We may offer a 14-day free trial of the Service or of a particular tier. The terms of any active trial offer are as stated at the time of signup.

10.2. No payment information required for trial. We will not require you to provide payment information to start a trial. You will not be charged during the trial period.

10.3. At the end of the trial. At the end of the trial period, access to the Service will be suspended. To continue using the Service, you must subscribe to a paid tier. We will not automatically convert the trial into a paid subscription, and we will not charge a payment method on expiry of the trial.

10.4. Trial data. Customer Data uploaded during a trial is subject to §7 and §8. If you do not subscribe to a paid tier within 30 days of the end of the trial, the account and Customer Data will be deleted in accordance with our Data Retention Policy.

10.5. Trial eligibility. Trials are for the evaluation of the Service. We reserve the right to limit trials to one per organisation and to decline trials in cases of suspected abuse.

Until you close the account.

11.1. The Agreement starts when you create an account and continues for as long as the account remains open.

11.2. Paid subscriptions continue on a rolling monthly basis unless and until terminated under §12.

For convenience. For cause.

12.1. Termination by you for convenience. You may cancel your subscription at any time through the account settings or by emailing [email protected]. Cancellation takes effect at the end of the current billing cycle. No refund is given for the unused portion of the current cycle.

12.2. Termination by you for cause. You may terminate the Agreement immediately by notice to us if we commit a material breach that we fail to remedy within 30 days of written notice.

12.3. Termination by us for convenience. We may terminate the Agreement on 30 days' written notice for any reason.

12.4. Termination by us for cause. We may terminate the Agreement immediately by notice to you if:

(a) you commit a material breach that you fail to remedy within 14 days of written notice, or that is not capable of remedy;

(b) you breach §5 or §6 in a manner that creates a risk to the Service, to other customers, or to third parties;

(c) you fail to pay an undisputed invoice within 30 days of the due date;

(d) you become insolvent, enter into administration, liquidation, or an arrangement with creditors, or an analogous event occurs under the law of any jurisdiction; or

(e) you bring the Service, VELLOX LTD, or our reputation into material disrepute.

Access ends. Data deleted after 30 days.

13.1. On termination or expiry of the Agreement:

(a) your right to access the Service ends immediately;

(b) you will pay any Fees accrued up to the date of termination;

(c) you may export Customer Data for 30 days after termination via any export functionality that remains available; and

(d) after that 30-day period, we will delete Customer Data from live systems, subject to routine backup retention and subject to our right to retain data where required by law, where necessary to establish or defend legal claims, or where expressly permitted by these Terms.

13.2. Clauses that by their nature should survive termination do so, including §7 (Customer Data), §15 (Confidentiality), §16 (Intellectual Property), §17 (Warranties and disclaimers), §18 (Limitation of Liability), §19 (Indemnities), §22 (IR35 Responsibility), §27 (Notices), §30 (Governing Law) and §31 (Jurisdiction).

When we can pause access.

14.1. We may suspend your access to the Service, in whole or in part, without liability, where we reasonably believe:

(a) you are in material breach of §5 or §6;

(b) continuing to provide the Service to you poses a security risk to us, to other customers, or to third parties;

(c) a payment from you is more than 14 days overdue; or

(d) we are required to do so by law, court order, or regulator.

14.2. Where practicable, we will notify you of a suspension and give you an opportunity to cure the underlying cause. We will lift the suspension as soon as reasonably practicable after the cause is resolved.

Both sides. Five years. Longer for crypto.

15.1. Each Party may receive information of the other that is confidential ("Confidential Information"). Customer Data is your Confidential Information. Non-public details of the Service, including pricing, architecture, product roadmap, and the results of any testing or benchmarking, are our Confidential Information.

15.2. Each Party will: (a) keep the other's Confidential Information confidential; (b) use it only in connection with performance of the Agreement; and (c) protect it using at least the same standard of care it uses for its own confidential information of similar sensitivity, and in no event less than a reasonable standard of care.

15.3. The obligations in §15.2 do not apply to information that: (a) is or becomes public through no breach of the Agreement; (b) was already known to the receiving Party without obligation of confidence before disclosure; (c) is received from a third party without obligation of confidence; or (d) is required to be disclosed by law, court order or regulator, provided the receiving Party gives the disclosing Party reasonable advance notice where permitted by law.

15.4. Confidentiality obligations survive termination for a period of 5 years, save that obligations in respect of source code, cryptographic material and personal data survive indefinitely.

Our IP. Your IP. Nominative references.

16.1. Our IP. We and our licensors own all intellectual-property rights in the Service, including software, documentation, trade marks, design elements, user-interface elements, and any improvements to the Service (including those derived from your feedback, as set out in §16.4).

16.2. Your IP. You retain all intellectual-property rights in Customer Data and in any materials you provide to us, subject to the licence in §7.2.

16.3. Trade marks. "NEXUS DSP", the NEXUS DSP logo, and other VELLOX LTD brand elements are trade marks of VELLOX LTD. You may not use them without our prior written consent, except to describe your use of the Service in accordance with customary fair-use principles.

16.4. Feedback. If you provide feedback, suggestions, or ideas about the Service ("Feedback"), you grant us a perpetual, irrevocable, worldwide, royalty-free, transferable, sublicensable licence to use the Feedback for any purpose. Feedback is provided without obligation of confidence.

16.5. Nominative use of third-party marks. References on our marketing materials to "Amazon", "Amazon Logistics", "DSP", "FICO", "Mentor", "Netradyne", and other third-party names are nominative references made in good faith to describe interoperability and do not imply any endorsement, affiliation, or partnership.

Skill and care. No guarantees of outcome.

17.1. Mutual warranties. Each Party warrants that: (a) it has the right and authority to enter into and perform the Agreement; and (b) its performance of the Agreement will comply with applicable laws.

17.2. Our limited warranty. We warrant that we will provide the Service with reasonable skill and care.

17.3. Disclaimer. Except as expressly set out in §17.2, the Service is provided "as is" and "as available". To the fullest extent permitted by law, we exclude all other warranties, conditions and representations, whether express or implied, statutory or otherwise, including any implied warranty of satisfactory quality, fitness for a particular purpose, accuracy, or non-infringement. We do not warrant that:

(a) the Service will be uninterrupted, error-free, or free from vulnerabilities;

(b) any analytical output, pattern detection, anomaly flag, score, or recommendation produced by the Service is accurate, complete, or appropriate for any particular decision; or

(c) use of the Service will produce any specific operational, commercial, or scorecard outcome.

17.4. Information, not advice. The Service presents information derived from data you supply. It does not give legal, employment, tax, or regulatory advice. Decisions made on the basis of information displayed by the Service are your responsibility.

Capped at 12 months' fees or £5,000.

18.1. Nothing in the Agreement excludes or limits either Party's liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) a Party's payment obligations that have accrued and are undisputed; (d) any liability that cannot be excluded or limited under applicable law.

18.2. Subject to §18.1, and except in respect of the indemnities in §19, each Party's total aggregate liability arising under or in connection with the Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, is limited to the greater of: (a) the Fees paid by you in the 12 months immediately preceding the event giving rise to the claim; or (b) £5,000.

18.3. Subject to §18.1, neither Party is liable for any: (a) loss of profit; (b) loss of revenue; (c) loss of anticipated savings; (d) loss of business opportunity, goodwill, or reputation; (e) loss or corruption of data (other than our obligation to take reasonable measures to prevent such loss); (f) indirect, consequential, or special loss; in each case whether foreseeable or not, and whether arising under contract, tort, or otherwise.

18.4. Each Party acknowledges that the Fees reflect the allocation of risk set out in this §18 and that, without these limitations, the Fees would be materially higher.

What we cover. What you cover.

19.1. Our indemnity. We will indemnify and hold you harmless from and against third-party claims, and associated damages finally awarded or reasonable settlements approved by us, arising out of an allegation that the Service, as provided by us and used by you in accordance with the Agreement, infringes a third-party UK intellectual-property right. This indemnity is conditional on you: (a) giving us prompt notice of the claim; (b) giving us sole control of the defence and any settlement; and (c) providing reasonable assistance at our expense.

19.2. Our indemnity — exclusions. §19.1 does not apply to claims arising from: (a) Customer Data; (b) use of the Service in combination with anything not provided or approved by us; (c) use of the Service in breach of these Terms; or (d) modifications to the Service not made by us.

19.3. Our remedies for infringement. If the Service becomes, or we believe is likely to become, subject to an infringement claim, we may at our option and expense: (a) procure your continued right to use the Service; (b) modify the Service so that it no longer infringes; or (c) terminate the Agreement and refund Fees paid for the unused portion of the current billing cycle. This is your sole remedy for any infringement claim.

19.4. Your indemnity. You will indemnify and hold us harmless from and against third-party claims, and associated damages finally awarded or reasonable settlements approved by you, arising out of or in connection with: (a) Customer Data, including any claim that Customer Data infringes third-party rights or that you processed personal data without a lawful basis; (b) your breach of §5 or §6; (c) your use of the Service in breach of applicable law; or (d) any employment-status claim, IR35 reclassification, or tribunal claim brought by a driver or other contractor against you or against Amazon that arises from your operations.

Appropriate cover.

We maintain insurance appropriate to the nature and scale of our business. Details are available on request.

Events beyond reasonable control.

Neither Party is liable for failure or delay in performance caused by any event beyond its reasonable control, including acts of God, war, terrorism, civil disturbance, epidemic or pandemic, government action, cyber-attack, failure of third-party infrastructure (including hosting, DNS, payment processing), or industrial action. The affected Party will give prompt notice and will use reasonable efforts to mitigate. If a force-majeure event continues for more than 60 days, either Party may terminate on written notice, without liability beyond Fees accrued to the date of termination.

Observational. Not determinative.

22.1. The Service is designed to support IR35-safe communications. Its drafts, reports, and outputs use observational vocabulary consistent with contractor relationships and avoid directive, supervisory, or instructional language.

22.2. The Service does not, and is not intended to, determine the employment or self-employment status of any individual. It does not create, evidence, or imply any employment relationship between you and your drivers.

22.3. Responsibility for determining the correct employment status of individuals engaged by you, for compliance with IR35 and off-payroll working rules, and for the drafting and execution of contracts with drivers, rests solely with you. You should take independent legal and tax advice.

22.4. We make no representation that use of the Service will, by itself, prevent a reclassification of any individual's employment status by HMRC, a tribunal, or a court.

22.5. You will not hold us liable for any reclassification, employment-status dispute, tribunal finding, HMRC determination, or tax liability arising out of the operation of your business, regardless of whether the Service was used in connection with it.

Name and logo, with notice to withdraw.

We may refer to you as a customer, including by using your name and logo, on our website and in marketing materials, provided we use any brand elements in accordance with your reasonable brand guidelines where supplied. You may withdraw consent to such use at any time on 30 days' written notice.

14 days' notice for material changes.

24.1. We may modify the Service from time to time. We will not materially degrade the functionality of your subscription tier during a paid Subscription Term without reasonable notice and, where reasonably practicable, a comparable alternative.

24.2. We may update these Terms from time to time. Material changes will be notified by email to your registered account contact at least 14 days before they take effect. Non-material changes (clarifications, typographical corrections, changes to reflect updated sub-processors) may take effect immediately on posting. Continued use of the Service after changes take effect constitutes acceptance of the updated Terms. If you do not accept a material change, your sole remedy is to terminate under §12.1.

You need consent. We may assign to a successor.

25.1. You may not assign, transfer, or sub-contract any rights or obligations under the Agreement without our prior written consent, which will not be unreasonably withheld.

25.2. We may assign, transfer, or novate the Agreement to an affiliate or to a successor in connection with a merger, acquisition, corporate reorganisation, or sale of substantially all our assets. We will give reasonable notice of any such change.

We stay responsible.

We may subcontract the performance of any of our obligations under the Agreement, but we remain responsible for the acts and omissions of our subcontractors as if they were our own.

By email. To the addresses on file.

27.1. Notices from us to you will be sent by email to the registered account contact on file, or by in-Service notification.

27.2. Notices from you to us should be sent to [email protected], with a copy to VELLOX LTD at its registered office. Notice by email takes effect at the time of sending, unless an auto-reply of non-delivery is received.

This document. Nothing else.

The Agreement constitutes the entire agreement between the Parties in relation to its subject matter and supersedes all prior discussions, representations and agreements. Each Party acknowledges that it has not relied on any statement, representation, assurance, or warranty other than as expressly set out in the Agreement. This does not limit liability for fraud or fraudulent misrepresentation.

Standard boilerplate.

29.1. A failure or delay by either Party to exercise a right is not a waiver.

29.2. If any provision of the Agreement is held invalid or unenforceable, the remainder remains in force and the invalid provision will be reformed to the minimum extent necessary to make it enforceable.

29.3. A person who is not a Party has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Agreement.

England and Wales.

The Agreement and any non-contractual obligations arising out of or in connection with it are governed by the laws of England and Wales.

Courts of England and Wales.

The Parties submit to the exclusive jurisdiction of the courts of England and Wales in relation to any dispute arising out of or in connection with the Agreement. Before starting any legal proceedings, the Parties will use reasonable endeavours to resolve the dispute in good faith, including by escalation to senior representatives of each Party.

Four addresses.

For legal matters: [email protected]
For general support: [email protected]
For privacy matters: [email protected]
For our Data Protection Officer: [email protected]

VELLOX LTD, company number 17136312, registered in England and Wales. Registered office: Cranberrie Heights, Old Newport Road, Old St Mellons, Cardiff CF3 5FX. ICO registration: ZC115373.