Terms of Service

1. Acceptance of Terms

These Terms of Service (“Terms”) constitute a binding legal agreement between you (“Customer”, “you”) and Modex Ventures (“Modex”, “we”, “us”) governing access to and use of our websites, software products, APIs, subscriber desks, and related enterprise AI infrastructure (“Services”). By creating an account, completing checkout, connecting an API integration, or otherwise accessing the Services, you confirm that you have authority to bind your organisation and you agree to these Terms in full. If you do not agree, you must not use the Services.

Modex Ventures provides business-to-business software only. The Services are not intended for consumers. You represent that you are entering into these Terms for business purposes and not as a consumer.

2. Hybrid Subscription & Billing

Modex products are sold on a hybrid commercial model unless otherwise stated in a signed order form. Your subscription may include:

• Base monthly retainer — a fixed recurring fee billed in advance for platform access and included usage allowances;
• Metered overage charges — usage above your included allowance (e.g. minutes, API calls, scans, seats, processed volume) billed at the rates published on the applicable product page or order form;
• Success fees — contingent charges including pay-per-qualified-lead (PPQL), revenue-share on closed partnerships, contingency on verified savings, or other performance-linked fees described at checkout.

All payments are processed securely via Stripe. You authorise Modex and Stripe to charge your designated payment method for recurring retainers, metered overages, success fees, taxes, and any applicable adjustments. Failed payments may result in immediate suspension of Service access until the account is brought current. Subscriptions renew automatically each billing period unless cancelled through the billing portal before the renewal date.

Fees are quoted exclusive of VAT and other applicable taxes unless stated otherwise. You are responsible for all taxes associated with your purchase except where Modex is legally required to collect and remit them.

3. No Refunds Policy

All payments are final and non-refundable. Modex provides enterprise-grade AI infrastructure on a paid-only basis. We do not offer free trials, freemium tiers, pilot periods, or prorated refunds for mid-cycle cancellations unless explicitly agreed in a signed written agreement or required by applicable law.

If you cancel a subscription, access continues until the end of the current paid billing period; no credit or refund will be issued for unused time, unused included allowances, or prepaid metered credits. Overage charges and success fees accrued during an active billing period remain payable in full.

4. API & Data Usage

To operate the AI engines, you grant Modex a worldwide, non-exclusive, royalty-free licence to access, harvest, parse, store, transform, and process:

• data you upload, submit, or sync through the Services;
• publicly available data you authorise us to retrieve on your behalf;
• operational telemetry, logs, and metadata generated by your use of the platform;
• outputs produced by the AI engines in the course of delivering the Services.

Processing is limited strictly to provisioning, operating, securing, billing, and improving the Services — including model inference, workflow automation, syndication, compliance scanning, and integration with third-party systems you connect. You represent that you have all necessary rights and lawful bases to provide such data and that your use complies with applicable data protection and employment law.

You retain ownership of your Customer Data. Modex does not claim ownership of your proprietary business content except for aggregated, anonymised usage statistics that cannot reasonably identify you.

5. Limitation of Liability

To the maximum extent permitted by applicable law, Modex and its directors, officers, employees, and affiliates shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, revenue, data, goodwill, or business opportunity, arising from or related to the Services or these Terms.

Modex's total aggregate liability for all claims arising out of or relating to the Services or these Terms shall not exceed the greater of (a) the total fees paid by you to Modex in the twelve (12) months immediately preceding the event giving rise to the claim, or (b) one hundred pounds (£100). Nothing in these Terms excludes or limits liability for death or personal injury caused by negligence, fraud, fraudulent misrepresentation, or any other liability that cannot be excluded by law.

6. Acceptable Use & Suspension

You may not misuse the Services, attempt unauthorised access, reverse engineer the platform except where permitted by law, interfere with system integrity, or use Modex products in violation of applicable law. We may suspend or terminate access immediately for material breach, non-payment, or security risk.

7. Intellectual Property

Modex retains all rights in the platform, software, models, branding, documentation, and underlying technology. No rights are granted except as expressly set out in these Terms.

8. Confidentiality & Privacy

Each party will protect the other's confidential information using reasonable care. Personal data is processed in accordance with our Privacy Policy and applicable data protection law, including the UK GDPR.

9. Termination

You may cancel subscriptions through the Stripe billing portal. Upon termination, access ends at the close of the paid period. Accrued fees, overages, and success fees remain payable. Provisions that by nature should survive termination will remain in effect.

10. Governing Law

These Terms are governed by the laws of England and Wales. The courts of England and Wales shall have exclusive jurisdiction, without prejudice to mandatory protections where applicable.