Vyxel Terms of Service
Version: 1.1 Effective Date: 28 May 2026 Last Updated: 28 May 2026 Document Classification: Public
These Terms of Service ("Terms") govern your use of the Vyxel software platform and related services (the "Service") provided by Vyxel Ltd, a company incorporated in England and Wales under company number 17218517, with its registered office at 128 City Road, London, EC1V 2NX, United Kingdom, and registered with the Information Commissioner's Office under registration number ZC155592 ("Vyxel", "we", "us" or "our"). In these Terms, "you" or "Customer" means the organisation or individual that has agreed to be bound by these Terms.
1. Acceptance of Terms
1.1 By signing an order form or other commercial document that references these Terms, by clicking to accept these Terms in the user interface of the Service, or by using the Service in any other way, you agree to be bound by these Terms.
1.2 Where you enter into these Terms on behalf of an organisation, you warrant that you have the authority to bind that organisation, and references to "you" and "Customer" mean that organisation.
1.3 If you do not agree to these Terms, you must not use the Service.
2. Description of the Service
2.1 The Service is a multi-tenant software-as-a-service platform for the capture, documentation, coordination and reporting of property data, including 360-degree imagery, 3D point clouds and external photography in support of whole-house retrofit and adjacent professional workflows.
2.2 We may, from time to time, add, modify, improve or remove features of the Service. Where a change materially reduces the functionality of the Service in a way that adversely affects your use, we shall provide you with reasonable advance notice and, where you reasonably object, you may terminate the affected element of the Service in accordance with section 13.
2.3 The Service is provided as a hosted service accessible through a web browser. We do not provide on-premise installation, customer-managed encryption keys, single-tenant deployment or other dedicated infrastructure options under these Terms. Where a customer requires any of those options as a procurement condition, the matter shall be addressed in a separate agreement.
3. Account Registration and Security
3.1 To use the Service, you must register an account and procure that your authorised users register accounts. Account registration is by invitation issued by an authorised administrator of your organisation, except in the case of the initial administrator account established at the commencement of your subscription.
3.2 You must provide accurate and complete information when registering an account and must keep that information up to date. You must not register an account on behalf of another person without that person's authorisation.
3.3 You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs through your account. You must notify us promptly at security@vyxel.co.uk of any unauthorised access to your account or any other suspected breach of account security.
3.4 You are responsible for the acts and omissions of your authorised users as if they were your own.
3.5 Multi-factor authentication is available through the Service. We strongly recommend that you enable multi-factor authentication for all administrator accounts.
4. Acceptable Use
4.1 You shall use the Service only for lawful purposes and in accordance with these Terms. In particular, you shall not, and shall procure that your authorised users do not:
(a) use the Service in breach of applicable law, including data protection law, intellectual property law and consumer protection law; (b) submit to the Service any data that you are not entitled to submit, or any data that infringes the intellectual property rights or other rights of any third party; (c) submit to the Service special category personal data within the meaning of Article 9 of the UK GDPR, except under prior written agreement with us recording the basis for and conditions of such processing; (d) attempt to gain unauthorised access to the Service, to other customers' data or to any underlying systems, including by exploiting security vulnerabilities, by circumventing access controls or by using credentials that have not been issued to you; (e) introduce malicious code, viruses, worms, ransomware or other harmful software to the Service or to any system through which the Service is accessed; (f) interfere with or disrupt the operation of the Service, including by means of denial-of-service attacks, brute-force attacks or excessive automated requests; (g) reverse engineer, decompile, disassemble or otherwise attempt to derive the source code, structure or underlying algorithms of the Service, except to the extent permitted by applicable law; (h) use the Service to send unsolicited communications, including spam, in breach of the Privacy and Electronic Communications Regulations or other applicable law; (i) resell, sublicense or otherwise commercially exploit the Service except as expressly permitted under your order form; (j) use the Service to develop a competing product or service; (k) capture or upload imagery in breach of any applicable surveillance, privacy or trespass law.
4.2 We reserve the right to suspend or terminate access to the Service in the event of a breach of this section, in accordance with section 13.
5. Subscription and Payment
5.1 The Service is provided on a subscription basis. The subscription term, fees, payment terms and any usage limits are set out in the relevant order form. Unless otherwise stated in the order form, subscriptions are billed in advance and are non-refundable except where required by applicable law.
5.2 Unless otherwise stated in the order form, all fees are exclusive of value added tax and any other applicable taxes, which shall be added to the relevant invoice at the prevailing rate.
5.3 If you fail to pay an invoice by its due date, we may charge interest on the overdue amount at the rate of 4% per annum above the Bank of England base rate, calculated daily, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 where applicable.
5.4 We may increase our fees with effect from the start of any renewal term by giving you at least sixty (60) days' written notice before the start of the renewal term. Where the increase exceeds the rate of consumer price inflation published by the Office for National Statistics over the preceding twelve months, you may terminate the affected subscription with effect from the end of the then-current subscription term by giving us written notice within thirty (30) days of receipt of the price-change notice.
5.5 Payment processing, where applicable, is performed by a regulated payment processor on a hosted basis. We do not store payment card data.
6. Intellectual Property
6.1 The Service, including all software, content, design, trade marks, logos and other materials made available through the Service, is owned by us or our licensors and is protected by intellectual property laws. Save for the limited rights expressly granted to you under these Terms, no rights in or to the Service are granted to you.
6.2 We grant you a non-exclusive, non-transferable, non-sublicensable licence to access and use the Service during the subscription term solely for your internal business purposes and in accordance with these Terms.
6.3 You retain all rights, title and interest in and to your Customer Data (as defined in section 7). You grant us a non-exclusive, royalty-free licence to use the Customer Data solely to the extent necessary to provide the Service to you, to comply with our obligations under these Terms and any Data Processing Agreement, and to comply with applicable law.
6.4 You may provide us with suggestions, ideas, enhancement requests, recommendations or other feedback in connection with the Service ("Feedback"). You grant us a perpetual, irrevocable, worldwide, royalty-free, sublicensable licence to use Feedback for any purpose, including the development and improvement of the Service. Feedback does not include Customer Data.
7. Customer Data
7.1 In these Terms, "Customer Data" means any data, content or materials submitted to the Service by you or your authorised users in the course of using the Service, including survey imagery, 3D captures, property records and associated metadata.
7.2 As between you and us, you own all Customer Data. We process Customer Data on your behalf in accordance with the applicable Data Processing Agreement.
7.3 You warrant that you have all rights, consents and authorisations necessary to submit the Customer Data to the Service and to authorise our processing of the Customer Data in accordance with these Terms.
7.4 You are responsible for the accuracy, quality and legality of the Customer Data and the means by which you acquired the Customer Data, including obtaining any necessary notices or permissions in respect of properties surveyed and persons whose personal data may be incidentally captured.
7.5 On termination of the Service, we shall return or delete the Customer Data in accordance with section 13 and any applicable Data Processing Agreement, subject to retention obligations described in the Vyxel Privacy Policy (including the seven (7) year retention period applicable to PAS 2035 evidence).
8. Confidentiality
8.1 In these Terms, "Confidential Information" means any information disclosed by one party to the other in connection with these Terms that is identified as confidential or that ought reasonably to be considered confidential, including the terms of the order form, our pricing and your Customer Data.
8.2 Each party shall:
(a) hold the other party's Confidential Information in confidence; (b) not use the other party's Confidential Information except for the purposes contemplated by these Terms; (c) restrict access to the other party's Confidential Information to its personnel and professional advisers who have a need to know and who are bound by appropriate confidentiality obligations.
8.3 The obligations in this section do not apply to information that:
(a) is or becomes publicly available through no fault of the receiving party; (b) was rightfully known to the receiving party without restriction prior to disclosure; (c) is rightfully obtained from a third party without restriction; (d) is independently developed by the receiving party without use of or reference to the other party's Confidential Information; or (e) is required to be disclosed by law, court order or regulatory authority, provided that the receiving party, where lawful and practicable, gives the disclosing party prior notice and reasonable opportunity to seek protective measures.
8.4 The confidentiality obligations in this section shall survive termination of these Terms for a period of five (5) years, save in respect of Customer Data and trade secrets, in respect of which the obligations shall survive indefinitely.
9. Warranties and Disclaimers
9.1 We warrant that:
(a) we shall perform the Service with reasonable skill and care; (b) we shall not knowingly introduce malicious code into the Service.
9.2 Save as expressly set out in clause 9.1, the Service is provided on an "as is" and "as available" basis. To the maximum extent permitted by applicable law, we exclude all other warranties, conditions and representations, whether express or implied, including any implied warranty of satisfactory quality, fitness for a particular purpose or non-infringement.
9.3 We do not warrant that the Service shall be uninterrupted or error-free, that defects shall be corrected within a specified time, or that the Service shall meet your specific requirements. We do not warrant the results obtained from your use of the Service.
9.4 Nothing in these Terms shall limit or exclude any liability or right that cannot be limited or excluded by applicable law.
10. Limitation of Liability
10.1 Nothing in these Terms shall limit or exclude either party's liability for:
(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or sub-contractors; (b) fraud or fraudulent misrepresentation; (c) any other liability that cannot be limited or excluded by applicable law.
10.2 Subject to clause 10.1, neither party shall be liable to the other, whether in contract, tort (including negligence), for breach of statutory duty or otherwise, for:
(a) loss of profits; (b) loss of business or business opportunity; (c) loss of anticipated savings; (d) loss of goodwill; (e) any indirect, special or consequential loss.
10.3 Subject to clauses 10.1 and 10.2, the total aggregate liability of each party to the other in respect of all claims arising out of or in connection with these Terms, whether in contract, tort (including negligence), for breach of statutory duty or otherwise, shall not exceed the total fees paid or payable by the Customer to Vyxel under these Terms in the twelve (12) month period immediately preceding the event giving rise to the claim.
10.4 The limitations in this section apply to the maximum extent permitted by applicable law and shall not affect any rights of recourse under Article 82(5) of the UK GDPR.
11. Indemnification
11.1 We shall defend, indemnify and hold you harmless against any losses, damages, costs and expenses (including reasonable legal fees) awarded by a court of competent jurisdiction or agreed in settlement arising from any third party claim that your use of the Service in accordance with these Terms infringes the third party's intellectual property rights, subject to:
(a) you notifying us promptly in writing of any such claim; (b) you giving us sole control over the defence and settlement of the claim; (c) you providing all reasonable assistance to us in connection with the defence; and (d) you not making any admission or settlement of the claim without our prior written consent.
11.2 We shall have no liability under clause 11.1 to the extent that the claim arises from:
(a) modification of the Service by anyone other than us; (b) combination of the Service with any product, service or data not supplied or approved by us, where the infringement would not have arisen without that combination; (c) Customer Data; or (d) your breach of these Terms.
11.3 If the Service is held, or in our opinion is likely to be held, to infringe a third party intellectual property right, we may at our option and expense: (i) procure for you the right to continue using the Service; (ii) modify the Service so that it no longer infringes; or (iii) terminate the affected element of the Service and refund a pro-rated portion of the fees paid for the unused portion of the subscription term.
11.4 You shall defend, indemnify and hold us harmless against any losses, damages, costs and expenses (including reasonable legal fees) awarded by a court of competent jurisdiction or agreed in settlement arising from any third party claim that arises from: (i) Customer Data; (ii) your breach of section 4 (Acceptable Use); or (iii) your breach of section 7.3 (warranties relating to Customer Data).
11.5 This section sets out each party's sole and exclusive remedy and the other party's entire liability in respect of intellectual property infringement claims.
12. Service Levels
12.1 We aim to provide the Service with reasonable availability and operational characteristics consistent with industry practice for software-as-a-service platforms of this kind.
12.2 A formal service level agreement, including availability targets and service credits, may be set out in a separate document referenced in the order form. Where no separate service level agreement applies, no specific availability target is contractually committed under these Terms.
12.3 We shall provide reasonable advance notice of scheduled maintenance windows that are likely to affect the availability of the Service. We may perform emergency maintenance without prior notice where necessary to preserve the security or integrity of the Service.
13. Termination
13.1 These Terms shall continue until terminated in accordance with this section.
13.2 Either party may terminate these Terms (or, where applicable, an individual subscription under the relevant order form) on written notice to the other party with effect from the end of the then-current subscription term, by giving notice no later than thirty (30) days before the end of that subscription term.
13.3 Either party may terminate these Terms with immediate effect by written notice to the other party if:
(a) the other party commits a material breach of these Terms and, where the breach is capable of remedy, fails to remedy the breach within thirty (30) days of receipt of a written notice requiring it to do so; (b) the other party becomes insolvent, enters into administration or liquidation, has a receiver appointed over its assets or ceases to carry on business; (c) the other party undergoes a change of control that, in the reasonable opinion of the terminating party, materially impacts the terminating party's interests under these Terms.
13.4 We may suspend access to the Service with immediate effect on written notice if:
(a) we reasonably believe that your use of the Service is in breach of section 4 (Acceptable Use); (b) your account is overdue in respect of a payment obligation for more than thirty (30) days; or (c) we are required to do so by law, court order or regulatory authority.
13.5 On termination of these Terms or of an individual subscription:
(a) your right to access and use the Service shall cease; (b) we shall return or delete Customer Data in accordance with any applicable Data Processing Agreement, subject to the retention obligations described in the Vyxel Privacy Policy; (c) any accrued rights, remedies, obligations and liabilities of the parties existing as at the date of termination shall not be affected; (d) the provisions of these Terms that expressly or by implication are to come into or continue in force on or after termination shall remain in full force and effect.
14. Governing Law
These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
15. Dispute Resolution
15.1 The parties shall use reasonable endeavours to resolve any dispute arising out of or in connection with these Terms by good faith discussion. Any dispute that is not resolved by good faith discussion within thirty (30) days of written notice from one party to the other identifying the dispute shall be escalated to a senior representative of each party.
15.2 If the dispute is not resolved within a further thirty (30) days of escalation, either party may refer the dispute to mediation under the Centre for Effective Dispute Resolution Model Mediation Procedure, or such other process as the parties may agree.
15.3 Subject to clauses 15.1 and 15.2, the parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms. Nothing in this section shall prevent either party from applying to any court of competent jurisdiction for urgent injunctive or other equitable relief.
16. Modifications to Terms
16.1 We may update these Terms from time to time, including to reflect changes in applicable law, regulatory guidance, the operation of the Service or our business practices.
16.2 We shall provide you with at least thirty (30) days' prior written notice of any material change to these Terms (for example, by email to your registered administrator or through a notice in the Service).
16.3 If you do not agree to a material change to these Terms, you may terminate the affected element of the Service in accordance with section 13.2 within the thirty (30) day notice period, with effect from the date the change would otherwise have taken effect. Your continued use of the Service after the change takes effect constitutes acceptance of the updated Terms.
16.4 Non-material changes (for example, typographical corrections, clarifications and changes that do not adversely affect your rights) may be made on notice without the right of termination set out in clause 16.3.
17. General Provisions
17.1 Notices. Any notice given under these Terms shall be in writing and shall be sent: (a) to us at our registered office at the head of these Terms and copied to hello@vyxel.co.uk, with notices relating to personal data also copied to privacy@vyxel.co.uk; (b) to you at the email address of your registered administrator or the postal address specified in the order form. Notices are deemed to have been received: (i) by hand delivery, at the time of delivery; (ii) by post, two business days after posting; (iii) by email, at the time of transmission, provided that no bounce notification is received.
17.2 Force majeure. Neither party shall be liable for any failure or delay in performance of its obligations under these Terms (save for the obligation to pay fees) to the extent that the failure or delay is caused by a force majeure event, being an event beyond the reasonable control of the affected party, including act of God, war, terrorism, riot, civil unrest, government action, epidemic, pandemic, fire, flood, earthquake, failure of public utilities or telecommunications, or denial-of-service attack. The affected party shall give prompt notice of the force majeure event and shall use reasonable endeavours to mitigate its effect.
17.3 Assignment. Neither party may assign or transfer its rights or obligations under these Terms without the prior written consent of the other party, except that either party may assign these Terms to an Affiliate or to a successor in connection with a merger, acquisition or sale of substantially all of its assets, on written notice to the other party.
17.4 Severability. If any provision or part-provision of these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of these Terms.
17.5 Waiver. A waiver of any right under these Terms is only effective if it is in writing and signed by an authorised representative of the waiving party. No failure or delay by a party to exercise any right or remedy provided under these Terms or by law shall constitute a waiver of that or any other right or remedy.
17.6 No partnership. Nothing in these Terms is intended to, or shall be deemed to, establish any partnership, joint venture or agency relationship between the parties. Neither party shall have authority to act for, or to bind, the other party in any way.
17.7 No third party rights. A person who is not a party to these Terms has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Terms.
17.8 Entire agreement. These Terms, together with the relevant order form, any applicable Data Processing Agreement and the Vyxel Privacy Policy, constitute the entire agreement between the parties in respect of the Service and supersede all previous agreements, understandings and arrangements between the parties, whether in writing or oral, in respect of its subject matter. In the event of any conflict or inconsistency between these documents, the order of precedence is: (i) the order form; (ii) any applicable Data Processing Agreement (in respect of the processing of personal data); (iii) these Terms; (iv) the Vyxel Privacy Policy (in respect of personal data for which Vyxel is the controller).
17.9 Counterparts. Where these Terms are executed by signature, they may be executed in any number of counterparts, each of which when executed shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.
End of Terms of Service.