Terms of service
Effective [DATE]. Last updated [DATE].
This is a starting draft written to match the product as built. It is not legal advice and has not been reviewed by a lawyer. Every [BRACKETED] value needs filling, and the whole document needs review before it goes live. Delete this notice when it does.
1. This agreement
These terms are an agreement between [LEGAL ENTITY NAME] ("Vexum", "we") and the organization that subscribes to or evaluates the service ("Customer", "you"). By accessing the service, signing an order form, or entering a pilot, you accept these terms on behalf of your organization and confirm you are authorized to do so.
2. What the service does
Vexum provides software agents that run quality procedures you supply: reading a complaint or inspection result, gathering the records an investigation needs from systems you connect, checking values against your specifications, and preparing work for a person to decide. The service prepares and records work. It does not make quality decisions, and it does not replace your quality management system as the system of record.
3. Your responsibility for quality decisions
You remain solely responsible for every quality, safety, regulatory and disposition decision made in your operation, and for the accuracy and adequacy of the procedures you upload. Output from the service is input to your process, not a substitute for the judgment of your qualified personnel, and not a certification of conformance or of regulatory compliance.
4. Connected systems
You choose which of your systems to connect and grant the credentials used to reach them. Connections are read-only: the service reads records and does not write to, modify, or delete anything in a connected system. You are responsible for ensuring you have the right to grant that access, and for revoking it when you wish the access to end.
5. Accounts and users
You control who in your organization has access and at what permission level. You are responsible for your users' activity and for keeping credentials secure. Tell us promptly at [SECURITY EMAIL] if you believe an account has been compromised.
6. Your data
You own the procedures, documents, records and other content you provide or that the service reads on your behalf ("Customer Data"). You grant us a limited licence to host, process and transmit Customer Data solely to provide, secure and support the service. We handle Customer Data as described in the privacy policy.
7. Confidentiality
Each party will protect the other's confidential information with at least reasonable care, use it only for this agreement, and disclose it only to personnel and subcontractors who need it and are bound by comparable obligations. These duties survive termination for [N] years, and indefinitely for trade secrets.
8. Pilots and evaluations
Pilot, trial and early-access use is provided as-is for evaluation, may be changed or withdrawn, and carries no service-level commitment unless a separate written agreement says otherwise. Either party may end a pilot on [N] days' written notice.
9. Acceptable use
Do not use the service to break the law, infringe rights, upload material you lack the right to provide, attempt to breach or probe our security, reverse engineer the service, resell access, or exceed the scope in your order form. We may suspend access where use threatens the security or integrity of the service, and will tell you when we do.
10. Export control and sanctions
You will not use the service in violation of applicable export control or sanctions laws, and you will not provide Customer Data whose handling by us would breach those laws. Where the service enforces export or access restrictions before reading a document, you remain responsible for classifying your own material correctly.
11. Fees
Fees, currency, billing period and payment terms are set out in your order form. Unless it says otherwise, invoices are due within [N] days, fees are non-refundable, and amounts are exclusive of taxes, which you are responsible for other than taxes on our income.
12. Term, termination and your records
This agreement runs for the term in your order form. Either party may terminate for material breach not cured within [N] days of notice. On termination you may export your Customer Data for [N] days, after which we delete or de-identify it in line with the retention schedule in the privacy policy.
13. Warranties and disclaimer
We warrant that we will provide the service with reasonable skill and care. Otherwise the service is provided as-is: to the fullest extent permitted by law we disclaim all other warranties, express or implied, including merchantability, fitness for a particular purpose, non-infringement, and any warranty that output will be accurate, complete, or sufficient for a regulatory or audit purpose.
14. Limitation of liability
Neither party is liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue, goodwill, or the cost of recalls, scrap, rework or production stoppage. Each party's total liability is capped at the fees paid or payable in the [N] months before the claim. These limits do not apply to death or personal injury caused by negligence, fraud, or anything else that cannot be limited by law.
15. Indemnification
We will defend you against third-party claims that the service infringes their intellectual property, and you will defend us against third-party claims arising from Customer Data or from your use of the service in breach of these terms. Each side must be told promptly, be allowed to control the defence, and receive reasonable cooperation.
16. Changes
We may update the service, and may update these terms by posting a revised version with a new effective date. Material changes take effect [N] days after we notify you. Continuing to use the service after that means you accept the revised terms.
17. Governing law
This agreement is governed by the laws of [STATE / COUNTRY], excluding its conflict-of-laws rules, and the parties submit to the exclusive jurisdiction of the courts of [VENUE].
18. Contact
Questions about these terms: [LEGAL EMAIL]. Notices to [REGISTERED ADDRESS].