Legal

Terms of Service

Version 1.0 — Last updated:

These Terms of Service (“Terms”) govern your access to and use of the products and services provided by Prometix Solutions Ltd (“Prometix”, “we”, “us”, “our”), including Nexus (together, the “Service”). By creating an account or otherwise using the Service, you agree to be bound by these Terms. If you do not agree, do not use the Service.

If you are using the Service on behalf of an organisation, you confirm that you have the authority to bind that organisation to these Terms, and “you” refers to both you and that organisation.

1. Description of the service

Nexus is an agentic AI orchestration platform that allows engineering teams to connect GitHub or Azure DevOps repositories, configure AI agents with roles and model providers, assign issues or work items and pull requests to those agents, and monitor their work in real time, including a post-run security assessment. Nexus accesses your repositories using the permissions you grant via the GitHub API or Azure DevOps API, as applicable to your connected provider, and clones repository content into an isolated, single-use container for the duration of each agent run in order to perform git and agent operations, before pushing changes back through that same API. Nexus also routes agent requests to the AI model provider(s) you choose to configure. The post-run security assessment checks for common vulnerability classes, such as known OWASP categories, hardcoded secrets, and unsafe coding patterns; it is a review aid, not a guarantee, and does not assure detection of every risk, including behaviour resulting from malicious or manipulated input content (for example, injected instructions in a connected issue or work item) — see Section 4 (Intellectual property) regarding your responsibility to review Agent Output.

2. Accounts and eligibility

You must sign up via GitHub OAuth or Azure DevOps OAuth to use the Service. You must be at least 18 years old and have the legal capacity to enter into these Terms. You are responsible for maintaining the security of your GitHub or Azure DevOps account and for all activity that occurs under your Prometix account. Notify us immediately at security@prometix.io if you suspect unauthorised access.

The Service is intended solely for use by businesses and their authorised personnel acting in a professional capacity. It is not intended for consumers acting outside a trade, business, or profession. If you are entering into these Terms as an individual consumer, contact us at legal@prometix.io before using the Service, as certain provisions of these Terms, including Section 9 (Limitation of Liability), may not apply to you under applicable consumer protection law.

3. Acceptable use

You may use the Service to configure and run AI agents against repositories you own or have authorisation to access, for legitimate software development purposes.

You must not:

  • Use the Service to access, modify, or exfiltrate data from any repository you are not authorised to access;
  • Use the Service to generate, distribute, or execute malware, or to attempt to compromise the security of any system;
  • Attempt to circumvent rate limits, quotas, or usage restrictions, or interfere with the operation of the Service or its underlying infrastructure;
  • Use the Service in a manner that violates the acceptable use policies of GitHub or Azure DevOps (whichever you connect), or of any AI model provider you configure (currently Anthropic, OpenAI, Microsoft (GitHub Copilot), or Google; additional providers may be added and will be reflected in our Privacy Policy before they become available);
  • Use the Service to generate content that is unlawful, infringing, defamatory, or that violates the intellectual property or privacy rights of any third party;
  • Use the Service to engage in, facilitate, or promote any activity that Prometix reasonably believes to be illegal under any applicable law, whether or not that activity is otherwise addressed by this section;
  • Reverse engineer, decompile, or attempt to extract the source code of the Service, except to the extent permitted by law;
  • Resell, sublicense, or provide the Service to third parties as a bureau or managed service without our prior written consent.

We may suspend or terminate access for any account we reasonably believe is in breach of this section, in accordance with Section 8 (Termination). Where we reasonably believe the Service is being used for illegal activity, we reserve the right to suspend or terminate access — to the account involved and, where the circumstances warrant it, to the wider organisational account under Section 2 — immediately and without prior notice. We may, at our discretion, disclose account, billing, and usage data we hold as controller (see our Privacy Policy) to law enforcement or other competent authorities and cooperate with any resulting investigation. Where such an investigation concerns Your Content or other Customer Personal Data we process on your behalf, that data is disclosed only as set out in Section 11 (Data Processing) and our Data Processing Agreement.

4. Intellectual property

The Service

Prometix and its licensors retain all right, title, and interest in and to the Service, including its software, design, and trademarks. These Terms do not grant you any rights to our intellectual property except the limited right to use the Service as set out here.

Your content

You retain all ownership rights to the repositories, issues, prompts, and other content you provide to the Service (“Your Content”). You grant Prometix a limited licence to access, process, and transmit Your Content solely to operate and provide the Service to you, including passing relevant portions of it to your configured AI model provider. You further grant Prometix a limited licence to use Your Content and related usage data in aggregated, de-identified form to monitor, maintain, and improve the Service, consistent with the purposes described in our Privacy Policy. This licence does not permit Prometix to use Your Content to train third-party foundation models without your prior written consent.

Agent-generated content

As between you and Prometix, you own all output generated by an AI agent acting on your instructions through your account (“Agent Output”), including code, comments, and pull requests, to the same extent you would own work product you created yourself. This is subject to: (a) any third-party or open-source licences applicable to code the agent modifies or incorporates, and (b) the terms of the underlying AI model provider you selected, which may impose its own conditions on output it generates. Because Agent Output is generated by an AI model, we do not guarantee it is accurate, complete, secure, non-infringing, or fit for any particular purpose — you are responsible for reviewing Agent Output before relying on, merging, or deploying it.

5. Confidentiality

Each party may receive non-public business, technical, or financial information from the other in connection with the Service (“Confidential Information”). Each party shall use the other’s Confidential Information solely to perform its obligations under these Terms, and shall protect it using at least the same degree of care it uses to protect its own confidential information of a similar nature, but no less than reasonable care. This section does not apply to information that is or becomes public through no fault of the receiving party, was already known to the receiving party without an obligation of confidentiality, or is required to be disclosed by law, provided reasonable notice is given where legally permitted.

6. Billing and payment

Free-tier use of the Service is provided subject to the usage limits described at the point of sign-up. Paid subscription plans are billed in advance on a recurring basis (monthly or annually, as selected) via our payment processor, Stripe. By subscribing, you authorise us to charge your chosen payment method for all fees due.

Fees are non-refundable except where required by law. We may change our fees on any plan with at least 30 days’ notice; continued use of the Service after a fee change takes effect constitutes acceptance of the new fee. If a payment fails, we may suspend your access to paid features until payment is resolved.

7. Service availability

We aim to keep the Service available and operating reliably, but we do not guarantee uninterrupted, error-free, or continuous operation. The Service is provided on an “as available” basis. We do not currently offer a service level agreement (SLA) or service credits for downtime. We may perform scheduled or emergency maintenance, and may modify, suspend, or discontinue any part of the Service at any time, with reasonable notice where practicable.

8. Termination

You may stop using the Service and delete your account at any time from your account settings, or by emailing privacy@prometix.io.

We may suspend or terminate your access to the Service, with notice where practicable, if: (a) you breach these Terms, including the acceptable use restrictions in Section 3; (b) you fail to pay fees due; (c) we are required to do so by law; or (d) we discontinue the Service, subject to reasonable notice. Section 3 sets out circumstances, including suspected illegal activity, in which we may act immediately and without prior notice.

On termination, your right to access the Service ends immediately. Data associated with your account is retained and deleted in accordance with our Privacy Policy. Sections 4 (Intellectual Property), 5 (Confidentiality), 9 (Limitation of Liability), 10 (Indemnification), 11 (Data Processing), and 12 (Governing Law) survive termination.

9. Limitation of liability

To the maximum extent permitted by law, Prometix shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, revenue, data, or goodwill, arising out of or related to your use of the Service, even if we have been advised of the possibility of such damages.

To the maximum extent permitted by law, our total aggregate liability arising out of or related to these Terms or the Service shall not exceed the total fees you paid us in the 12 months immediately preceding the event giving rise to the claim.

The cap in the preceding paragraph does not apply to: (a) either party’s breach of Section 5 (Confidentiality); (b) Prometix’s obligations under Section 11 (Data Processing) arising from Prometix’s negligent or unauthorised processing of personal data; or (c) either party’s indemnification obligations under Section 10 (Indemnification). Liability arising under these exceptions shall not exceed one and a half times (1.5x) the fees you paid us in the 12 months immediately preceding the event giving rise to the claim.

Nothing in these Terms limits or excludes liability that cannot lawfully be limited or excluded, including liability for death or personal injury caused by negligence, or for fraud or fraudulent misrepresentation.

The Service, including any Agent Output, is provided “as is” and “as available” without warranties of any kind, whether express or implied, including warranties of merchantability, fitness for a particular purpose, or non-infringement.

10. Indemnification

You shall indemnify, defend, and hold Prometix harmless from and against any third-party claims, liabilities, damages, and costs (including reasonable legal fees) arising out of or relating to: (a) your breach of Section 3 (Acceptable Use); (b) Your Content or your instructions to an agent; or (c) your use, distribution, or deployment of Agent Output; except to the extent caused by Prometix’s breach of these Terms or negligence.

11. Data Processing

To the extent Prometix processes personal data on your behalf as a processor (rather than as controller, as described in our Privacy Policy) in connection with Your Content, the terms of our Data Processing Agreement apply and are incorporated into these Terms by reference. In summary, Prometix will: (a) process such data only on your documented instructions, including as necessary to provide the Service; (b) ensure personnel processing such data are subject to confidentiality obligations; (c) implement appropriate technical and organisational security measures as described in our Privacy Policy, Section 8; (d) not engage a new sub-processor without providing prior notice as described in the Data Processing Agreement; (e) assist you, at your reasonable cost, in responding to data subject requests and in meeting your obligations regarding security incidents and data protection impact assessments relating to Your Content; (f) notify you without undue delay after becoming aware of a personal data breach affecting Your Content; and (g) at your election on termination, delete or return all such personal data, save as required to be retained by law.

12. Governing law and disputes

These Terms are governed by the laws of England and Wales, without regard to conflict of law principles. The courts of England and Wales shall have exclusive jurisdiction over any dispute arising out of or relating to these Terms or the Service, save that we may seek injunctive relief in any jurisdiction to protect our intellectual property or confidential information.

13. Changes to these terms

We may update these Terms from time to time. We will notify you of material changes by email or by displaying a prominent notice in the Service before the changes take effect. The version number and “last updated” date at the top of this page indicate when the Terms were last revised. Continued use of the Service after changes take effect constitutes acceptance of the revised Terms.

14. General

Force majeure

Neither party is liable for delay or failure to perform caused by events beyond its reasonable control.

Assignment

You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets.

Severability

If any provision of these Terms is held unenforceable, the remaining provisions remain in full force and effect.

No waiver

Failure to enforce any provision is not a waiver of that provision.

Entire agreement

These Terms, together with our Privacy Policy and Data Processing Agreement, constitute the entire agreement between you and Prometix regarding the Service.

Notices

We may provide notice to you via the email address on your account or via a notice in the Service.

15. Contact

Questions about these Terms? Contact us:

Prometix Solutions Ltd
Email: legal@prometix.io