Terms & Conditions

These Terms and Conditions ("Terms") govern your access to and use of the website at prodixsolutions.co ("Site"), the Prodix AI visual testing platform ("Platform"), and any software development or related services ("Services") provided by Prodix Solutions Ltd, a company incorporated in England and Wales ("Prodix", "we", "us", "our").

By accessing the Site, registering for the Platform, or engaging us for Services, you agree to these Terms. If you do not agree, please do not use the Site, Platform, or Services.

If you are accepting these Terms on behalf of a company or other legal entity, you represent that you have authority to bind that entity.

1. About us

Prodix Solutions Ltd is registered in England and Wales (Company No. 15375381). Our registered office is 3 Terrace Road, Widnes, WA8 0EZ. You can contact us at info@prodixsolutions.co.

2. The Platform

The Prodix Platform is currently in private beta. Access is granted by invitation only. We reserve the right to modify, suspend, or discontinue the Platform (or any part of it) at any time, with or without notice, during the beta period. We will endeavour to give reasonable notice of material changes where possible.

Subject to these Terms, we grant you a limited, non-exclusive, non-transferable licence to access and use the Platform for your internal business purposes during any agreed subscription or beta access period.

3. Services

Where we agree to provide software development, QA, or related professional services, the specific scope, deliverables, timeline, and fees will be set out in a separate statement of work or order form ("SOW"). In the event of any conflict between these Terms and an SOW, the SOW shall prevail in respect of that engagement.

4. Account registration

To access certain features of the Platform you must create an account. You agree to provide accurate, current, and complete information and to keep it updated. You are responsible for maintaining the confidentiality of your login credentials and for all activity that occurs under your account. Notify us immediately at info@prodixsolutions.co if you suspect unauthorised access.

5. Acceptable use

You must not:

• Use the Site or Platform for any unlawful purpose or in breach of any applicable law or regulation.
• Upload, transmit, or store content that is infringing, defamatory, obscene, or harmful to others.
• Attempt to gain unauthorised access to any part of the Platform or its underlying infrastructure.
• Reverse-engineer, decompile, or disassemble any software forming part of the Platform, except to the extent permitted by law.
• Use automated tools to scrape, crawl, or extract data from the Platform without our prior written consent.
• Resell, sublicence, or otherwise commercially exploit access to the Platform without our written permission.
• Introduce malware, viruses, or any other harmful code.

6. Fees and payment

Fees for the Platform (where applicable) and for Services will be agreed in writing. Unless otherwise stated, invoices are due within 14 days of the invoice date. We reserve the right to charge statutory interest on overdue amounts under the Late Payment of Commercial Debts (Interest) Act 1998 at 8% above the Bank of England base rate. For Platform subscriptions, failure to pay may result in suspension of access.

7. Intellectual property

Our IP

All intellectual property rights in the Site, Platform, and our proprietary tools, code, documentation, and branding are owned by or licensed to Prodix. Nothing in these Terms transfers any such rights to you.

Your IP and content

You retain ownership of any content, data, or materials you upload to the Platform ("Your Content"). You grant us a limited licence to process and store Your Content solely to provide the Platform and Services to you. We will not use Your Content for any other purpose without your consent.

Deliverables

Unless otherwise agreed in an SOW, upon receipt of full payment for a Services engagement, intellectual property rights in the custom deliverables created specifically for you will transfer to you. We retain ownership of any pre-existing tools, frameworks, libraries, or know-how used in creating the deliverables ("Background IP"), and grant you a perpetual, non-exclusive licence to use Background IP as embedded in the deliverables.

8. Confidentiality

Each party agrees to keep confidential all non-public information received from the other party that is identified as confidential or that a reasonable person would understand to be confidential ("Confidential Information"), and not to use it except to perform obligations under these Terms. This obligation does not apply to information that is publicly available, independently developed, or required to be disclosed by law.

9. Data protection

Each party agrees to comply with its respective obligations under the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018. Where we process personal data on your behalf as a data processor, we will do so in accordance with our Data Processing Agreement (available on request). Our Privacy Policy at /privacy sets out how we handle personal data for which we are the data controller.

10. Warranties

We warrant that: (a) we have the right to enter into these Terms; (b) the Services will be performed with reasonable skill and care in accordance with the Consumer Rights Act 2015 where applicable; and (c) we will comply with all applicable laws in providing the Platform and Services.

The Site and Platform are provided on an "as is" and "as available" basis during the beta period. To the fullest extent permitted by law, we exclude all implied warranties, representations, or conditions not expressly set out in these Terms.

11. Limitation of liability

Nothing in these Terms limits or excludes either party's liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) any liability that cannot be limited by law.

Subject to the above, our total aggregate liability to you in contract, tort (including negligence), breach of statutory duty, or otherwise arising under or in connection with these Terms shall not exceed the greater of: (i) the total fees paid by you to us in the 12 months preceding the event giving rise to the claim; or (ii) £500.

We shall not be liable for any indirect, consequential, special, or incidental loss, loss of profits, loss of revenue, loss of data, or loss of goodwill, even if we have been advised of the possibility of such damages.

12. Indemnity

You agree to indemnify and hold Prodix harmless from any claims, losses, damages, and expenses (including reasonable legal fees) arising from: (a) your breach of these Terms; (b) your use of the Platform or Services in violation of applicable law; or (c) any claim that Your Content infringes a third party's rights.

13. Term and termination

These Terms apply from the date you first access the Site or Platform. Either party may terminate a Services engagement or Platform subscription on the notice period specified in the relevant SOW or subscription agreement. We may suspend or terminate your access immediately if you breach these Terms or if we reasonably suspect fraudulent or harmful activity.

On termination, you must cease use of the Platform and, where applicable, return or destroy any Confidential Information. Provisions that by their nature should survive (including IP, confidentiality, limitation of liability, and governing law) shall survive termination.

14. Force majeure

Neither party shall be liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including acts of God, pandemic, war, cyberattack, or failure of third-party infrastructure, provided the affected party notifies the other promptly and takes reasonable steps to mitigate the impact.

15. Changes to these Terms

We may update these Terms from time to time. We will post the revised version on this page with a new "last updated" date. For material changes affecting Platform subscribers or active Services clients, we will provide at least 30 days notice by email. Continued use after the notice period constitutes acceptance of the updated Terms.

16. Governing law and disputes

These Terms and any dispute or claim arising out of or in connection with them (including non-contractual disputes) shall be governed by and construed in accordance with the law of England and Wales. The courts of England and Wales shall have exclusive jurisdiction to settle any such dispute or claim.

Before commencing legal proceedings, both parties agree to attempt to resolve disputes in good faith through direct negotiation for at least 30 days.

17. General

• Entire agreement: these Terms (together with any SOW) constitute the entire agreement between the parties regarding the subject matter herein and supersede all prior agreements and understandings.
• Severability: if any provision of these Terms is found unlawful or unenforceable, it shall be deemed modified to the minimum extent necessary or severed, and the remaining provisions shall continue in full force.
• Waiver: failure to enforce any right under these Terms shall not constitute a waiver of that right.
• Assignment: you may not assign your rights under these Terms without our prior written consent. We may assign our rights to a group company or in connection with a merger or acquisition.
• Third parties: these Terms do not confer any rights on any third party under the Contracts (Rights of Third Parties) Act 1999.
• Notices: notices under these Terms shall be sent by email to info@prodixsolutions.co and will be deemed received the next business day.

18. Contact

Prodix Solutions Ltd (Company No. 15375381)
3 Terrace Road, Widnes, WA8 0EZ
Registered in England and Wales
Email: info@prodixsolutions.co
Website: prodixsolutions.co