Terms of Service

These are the terms on which VELLOX LTD provides the NEXUS DSP platform to you. They describe what we agree to do, what you agree to do, what each of us is responsible for if things go wrong, and how the relationship ends. They are written to be clear but they are a legal contract. If anything here is unclear, contact legal@nexusdsp.ai before you accept.

1. Definitions

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, available at legal@nexusdsp.ai.
• “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, by email, or in a separately executed document.
• “Party” means either you or us; “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 in accordance with §24.
• “VELLOX”, “we”, “us”, “our” means VELLOX LTD, a company registered in England and Wales under number 17136312.

2. The Agreement

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.

3. The Service

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 an Order.

4. Accounts and users

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. Notify us promptly at support@nexusdsp.ai 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.

5. Your obligations

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.

6. Acceptable use

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

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

6.2. Reverse engineer, decompile, disassemble, or attempt to derive source code from the Service (except as expressly permitted by applicable law);

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.

7. Customer Data

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 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.

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

8. Data processing

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 legal@nexusdsp.ai. We will provide you with reasonable advance notice of any material change to the sub-processor list.

9. Fees and payment

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

9.2. VAT. Fees are exclusive of VAT. At the date of issue of these Terms, VELLOX LTD is not registered for UK VAT. If VELLOX LTD becomes VAT-registered, VAT will be added 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. If payment is not received within 14 days of the due date, we may suspend your access under §14. Overdue amounts bear interest at 4% per annum above the Bank of England base rate, 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 with at least 30 days' notice by email. You may terminate under §12.2 if you do not wish to accept the new Fees.

10. Trial

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.

11. Term

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.

12. Termination

12.1. By you for convenience. You may cancel your subscription at any time through the account settings or by emailing support@nexusdsp.ai. Cancellation takes effect at the end of the current billing cycle. No refund is given for the unused portion.

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

12.3. By us for convenience. We may terminate on 30 days' written notice for any reason.

12.4. By us for cause. We may terminate immediately if: (a) you commit a material breach that you fail to remedy within 14 days, or that is not capable of remedy; (b) you breach §5 or §6 in a manner that creates a risk to the Service or third parties; (c) you fail to pay an undisputed invoice within 30 days of the due date; (d) you become insolvent or enter an arrangement with creditors; or (e) you bring the Service or VELLOX LTD into material disrepute.

13. Effect of termination

13.1. On termination or expiry: (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; (d) after that 30-day period, we will delete Customer Data from live systems, subject to routine backup retention and legal retention requirements.

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).

14. Suspension

14.1. We may suspend your access 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; (c) a payment from you is more than 14 days overdue; or (d) we are required to do so by law.

14.2. Where practicable, we will notify you of a suspension and give you an opportunity to cure the underlying cause.

15. Confidentiality

15.1. Each Party may receive information of the other that is confidential. Customer Data is your Confidential Information. Non-public details of the Service, including pricing, architecture, product roadmap, and testing results, 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, and in no event less than a reasonable standard of care.

15.3. The obligations do not apply to information that: (a) is or becomes public through no breach of the Agreement; (b) was already known without obligation of confidence; (c) is received from a third party without obligation of confidence; or (d) is required to be disclosed by law or regulator.

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

16. Intellectual property

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.

16.2. Your IP. You retain all intellectual-property rights in Customer Data, 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.

16.4. Feedback. If you provide feedback about the Service, you grant us a perpetual, irrevocable, worldwide, royalty-free licence to use the Feedback for any purpose.

16.5. Nominative use of third-party marks. References 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 endorsement or affiliation.

17. Warranties and disclaimers

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 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”. 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 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 Service information are your responsibility.

18. Limitation of liability

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) accrued and undisputed payment obligations; (d) any liability that cannot be excluded 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 the Agreement 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); (f) indirect, consequential, or special loss.

18.4. Each Party acknowledges that the Fees reflect the allocation of risk set out in this §18.

19. Indemnities

19.1. Our indemnity. We will indemnify you from and against third-party claims arising out of an allegation that the Service, as provided by us and used in accordance with the Agreement, infringes a third-party UK intellectual-property right. Conditional on prompt notice, our sole control of the defence, and reasonable assistance at our expense.

19.2. 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 not made by us.

19.3. Our remedies for infringement. If the Service becomes subject to an infringement claim, we may: (a) procure your continued right to use it; (b) modify it so it no longer infringes; or (c) terminate the Agreement and refund Fees paid for the unused portion.

19.4. Your indemnity. You will indemnify us from and against third-party claims arising from: (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.

20. Insurance

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

21. Force majeure

Neither Party is liable for failure or delay 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 (hosting, DNS, payment), or industrial action. The affected Party will give prompt notice. If a force-majeure event continues for more than 60 days, either Party may terminate.

22. IR35 and contractor responsibility

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.

23. Publicity

We may refer to you as a customer, including by using your name and logo, on our website and in marketing materials. You may withdraw consent to such use at any time on 30 days' written notice.

24. Changes to the Service and these Terms

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.

24.2. We may update these Terms from time to time. Material changes will be notified by email at least 14 days before they take effect. Non-material changes (clarifications, typographical corrections, sub-processor updates) may take effect immediately. Continued use of the Service after changes take effect constitutes acceptance.

25. Assignment

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, or sale of substantially all our assets, with reasonable notice.

26. Subcontracting

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.

27. Notices

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

27.2. Notices from you to us should be sent to legal@nexusdsp.ai, with a copy to VELLOX LTD at its registered office.

28. Entire agreement

The Agreement constitutes the entire agreement between the Parties in relation to its subject matter and supersedes all prior discussions, representations and agreements. This does not limit liability for fraud or fraudulent misrepresentation.

29. Waiver, severability, third parties

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

29.2. If any provision is held invalid, the remainder remains in force and the invalid provision will be reformed to the minimum extent necessary.

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.

30. Governing law

The Agreement and any non-contractual obligations are governed by the laws of England and Wales.

31. Jurisdiction

The Parties submit to the exclusive jurisdiction of the courts of England and Wales. Before starting any legal proceedings, the Parties will use reasonable endeavours to resolve the dispute in good faith.

32. Contact

For legal matters: legal@nexusdsp.ai
For our Data Protection Officer: dpo@nexusdsp.ai
For general support: support@nexusdsp.ai
For privacy matters: privacy@nexusdsp.ai

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.