Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms", "Agreement") constitute a legally binding agreement between you (whether personally or on behalf of an entity) and INUXO ("Company", "we", "us", or "our") concerning your access to and use of the www.inuxo.com website (the "Website") and any related services provided by INUXO (collectively, the "Services").

By accessing or using the Website or Services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree with any part of these Terms, you must immediately discontinue use of the Website and Services.

IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS.

2. Description of Services

INUXO provides fractional product advisory services to businesses, including but not limited to:

• Product Success Strategy: Market-fit analysis, strategic roadmaps, product UX and design, launch planning, go-to-market strategies, and pricing optimization
• UX & Product Design Leadership: Strategic UX leadership, design operations, user testing, and accessibility guidance
• Tech & Market Evaluation: Technical and market assessments for investment firms, analysts, and consultancies, including AI/ML capability evaluation
• Offering Strategy: Analysis of customer feedback, market trends, competitive positioning, and actionable recommendations
• M&A Advisory Services: Preparation for sale, due diligence support, strategic buyer outreach, and negotiation assistance

Specific deliverables, timelines, and scope will be detailed in separate Service Agreements or Statements of Work ("SOW").

3. Eligibility and Account Registration

You must be at least 18 years of age and have the legal capacity to enter into binding contracts to use our Services. Our Services are intended exclusively for business and professional purposes.

You are responsible for maintaining the confidentiality of any account credentials and for all activities that occur under your account. You agree to notify us immediately of any unauthorized use of your account.

4. Service Engagement Process

4.1 Initial Consultation

We offer complimentary exploratory consultations to discuss your business needs. These consultations do not create a binding service agreement or client-advisor relationship.

4.2 Service Agreements

Upon mutual agreement to proceed, we will execute a formal Service Agreement or SOW that specifies:

• Scope of services and deliverables
• Timeline and milestones
• Fees and payment terms
• Confidentiality obligations
• Termination provisions
• Any special terms applicable to your engagement

4.3 Fractional Engagement Model

Our fractional advisory model provides flexible, part-time executive expertise. Engagement levels can be adjusted based on your business needs, subject to mutual agreement and reasonable notice periods as specified in the Service Agreement.

5. Fees, Payment, and Billing

5.1 Service Fees

All fees for Services will be set forth in the applicable Service Agreement. Fees may be structured as fixed-price projects, monthly retainers, hourly rates, or other mutually agreed arrangements.

5.2 Payment Terms

Unless otherwise specified in the Service Agreement:

• Invoices are due within thirty (30) days of the invoice date
• Payment shall be made via bank transfer, credit card, or other approved payment methods
• All fees are exclusive of applicable taxes, which shall be your responsibility

5.3 Late Payment

Overdue invoices may incur a late fee of 1.5% per month (or the maximum rate permitted by law, whichever is lower). We reserve the right to suspend Services for accounts with outstanding balances exceeding thirty (30) days.

5.4 Expenses

Unless otherwise agreed, you will reimburse reasonable pre-approved expenses incurred in connection with the Services, including travel, accommodation, and specialized tools or software required for your project.

6. Intellectual Property Rights

6.1 Client Materials

You retain all ownership rights to materials, data, information, and intellectual property that you provide to us ("Client Materials"). You grant us a limited, non-exclusive license to use Client Materials solely for the purpose of providing Services to you.

6.2 Work Product

Upon full payment of applicable fees, you will own all deliverables specifically created for you under the Service Agreement ("Work Product"), including reports, analyses, strategies, and recommendations. This ownership transfer does not include our pre-existing methodologies, frameworks, templates, or tools.

6.3 INUXO Property

We retain all rights to:

• Our proprietary methodologies, frameworks, processes, and tools
• General knowledge, skills, and experience gained during engagements
• All content on the INUXO website, including text, graphics, logos, icons, images, and software

6.4 Portfolio and Case Studies

We may request permission to use your company name and a general description of services provided for portfolio and marketing purposes. We will not disclose confidential information without your prior written consent.

7. Confidentiality and Data Protection

7.1 Confidential Information

We agree to maintain the confidentiality of all proprietary and confidential information disclosed by you during our engagement ("Confidential Information"). This obligation survives termination of the Service Agreement.

7.2 Exceptions

Confidential Information does not include information that: (a) is or becomes publicly available through no breach of this Agreement; (b) is rightfully received from a third party without confidentiality obligations; (c) is independently developed without use of Confidential Information; or (d) is required to be disclosed by law or court order.

7.3 Data Protection

We comply with applicable data protection laws, including GDPR and UK GDPR. Please refer to our Privacy Policy for details on how we collect, use, and protect personal data.

8. Client Responsibilities and Cooperation

To enable us to provide effective Services, you agree to:

• Provide timely access to relevant personnel, data, and systems
• Respond promptly to requests for information and feedback
• Ensure accuracy and completeness of information provided
• Designate authorized representatives for decision-making
• Comply with all applicable laws and regulations in your use of our Services

Delays caused by failure to meet these responsibilities may result in timeline adjustments and potential additional fees.

9. Warranties and Disclaimers

9.1 Professional Standards

We warrant that Services will be performed in a professional and workmanlike manner consistent with industry standards. This is your sole and exclusive remedy for breach of this warranty.

9.2 No Guarantee of Results

WHILE WE STRIVE TO PROVIDE VALUABLE INSIGHTS AND STRATEGIC GUIDANCE, WE CANNOT AND DO NOT GUARANTEE SPECIFIC BUSINESS OUTCOMES, REVENUE INCREASES, OR MARKET SUCCESS. BUSINESS RESULTS DEPEND ON NUMEROUS FACTORS OUTSIDE OUR CONTROL.

9.3 Disclaimer of Warranties

EXCEPT AS EXPRESSLY PROVIDED HEREIN, SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

10. Limitation of Liability

10.1 Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL INUXO BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE) AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2 Cap on Liability

OUR TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO INUXO IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY, OR £5,000, WHICHEVER IS GREATER.

10.3 Exceptions

Nothing in these Terms shall exclude or limit liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) breach of confidentiality obligations; or (d) any other liability that cannot be excluded or limited under applicable law.

11. Indemnification

You agree to indemnify, defend, and hold harmless INUXO, its affiliates, and their respective officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, costs, or expenses (including reasonable attorneys' fees) arising out of or related to:

• Your breach of these Terms or any Service Agreement
• Your violation of any law or regulation
• Your infringement of any third-party rights
• Your use of Client Materials or Work Product
• Any negligent or willful misconduct by you or your personnel

12. Term and Termination

12.1 Service Agreement Term

The term and termination provisions for specific Services will be detailed in the applicable Service Agreement or SOW.

12.2 Termination for Convenience

Either party may terminate a Service Agreement for convenience upon written notice as specified in the agreement (typically 30-60 days). You remain responsible for fees for services rendered through the termination date.

12.3 Termination for Cause

Either party may terminate immediately upon written notice if the other party: (a) materially breaches these Terms or the Service Agreement and fails to cure within fifteen (15) days of written notice; or (b) becomes insolvent or subject to bankruptcy proceedings.

12.4 Effect of Termination

Upon termination: (a) you must pay all outstanding fees for services rendered; (b) each party will return or destroy the other's Confidential Information; (c) provisions regarding intellectual property, confidentiality, liability limitations, and indemnification will survive.

13. Independent Contractor Relationship

INUXO operates as an independent contractor. Nothing in these Terms creates an employment, partnership, joint venture, or agency relationship between the parties. We are solely responsible for our own taxes, insurance, and compliance with employment laws.

We reserve the right to engage subcontractors or specialists to assist in providing Services, subject to confidentiality obligations equivalent to those in these Terms.

14. Dispute Resolution and Governing Law

14.1 Negotiation

In the event of any dispute arising out of or relating to these Terms, the parties agree to first attempt to resolve the matter through good-faith negotiations.

14.2 Mediation

If negotiations fail to resolve the dispute within thirty (30) days, the parties agree to attempt mediation before pursuing litigation or arbitration.

14.3 Governing Law and Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of England and Wales, without regard to conflict of law principles. Any legal action or proceeding shall be brought exclusively in the courts of England and Wales, and each party irrevocably submits to the jurisdiction of such courts.

15. General Provisions

15.1 Entire Agreement

These Terms, together with any Service Agreement or SOW, constitute the entire agreement between the parties and supersede all prior agreements, understandings, and communications regarding the subject matter hereof.

15.2 Amendments

We reserve the right to modify these Terms at any time. Material changes will be communicated via email or website notice. Continued use of Services after changes become effective constitutes acceptance of modified Terms. Service Agreements may only be amended by mutual written agreement.

15.3 Assignment

You may not assign or transfer these Terms or any Service Agreement without our prior written consent. We may assign these Terms to any successor or affiliate without restriction.

15.4 Severability

If any provision of these Terms is held invalid or unenforceable, such provision shall be modified to reflect the parties' intention, and the remaining provisions shall remain in full force and effect.

15.5 Waiver

No waiver of any provision of these Terms shall be deemed or shall constitute a waiver of any other provision, nor shall any waiver constitute a continuing waiver.

15.6 Force Majeure

Neither party shall be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including acts of God, war, terrorism, pandemic, labor disputes, or internet service provider failures.

15.7 Notices

All notices under these Terms must be in writing and sent to the addresses specified in the Service Agreement or to the contact information below. Notices sent by email are effective upon transmission confirmation.

16. Contact Information

For questions, concerns, or notices regarding these Terms of Service, please contact: