Legal
Effective date: 14 July 2026
This Master Service Agreement ("MSA") sets out the general terms under which InnInk Limited ("InnInk", "we") provides the Vyxelon Service to a Customer that has entered into a signed Order Form referencing this MSA. Our Terms of Service, Privacy Policy, and Data Processing Agreement are incorporated by reference and apply to the Customer's use of the Service, except where this MSA expressly states otherwise. In the event of a conflict, this MSA takes precedence for signatories to it.
"Order Form" means a document referencing this MSA that specifies the subscription tier, fees, and any additional terms agreed for a specific Customer. "Services" means the Vyxelon platform and related support described at vyxelon.com and in the applicable Order Form.
InnInk will provide the Services described in the applicable Order Form or, absent one, the plan selected at checkout. InnInk may make minor changes to the Services' features from time to time, provided they don't materially reduce the core functionality the Customer is paying for.
Fees are as set out in the applicable Order Form or, absent one, our Pricing page in effect at the time of subscription, billed and payable as described in our Terms of Service and Refund Policy. Late payment may result in suspension of the Services after reasonable notice.
This MSA takes effect on the date it's countersigned via an Order Form (or, if earlier, the date the Customer first uses the Service under it) and continues until terminated under Section 13. Each subscription term renews automatically for successive monthly periods unless cancelled in accordance with the Terms of Service.
InnInk will use commercially reasonable efforts to make the Services available, targeting 99.5% uptime measured monthly, excluding scheduled maintenance (which we'll aim to notify in advance) and factors outside our reasonable control, including outages of our third-party sub-processors. This is a target, not a guaranteed service-credit scheme, unless a specific service level commitment is separately agreed in an Order Form.
As between the parties, InnInk owns all rights in the Services, including the underlying software and AI models. The Customer owns all rights in its own Customer Content, as defined in the Terms of Service. Each party grants the other only the limited rights necessary to perform this MSA.
Each party will protect the other's Confidential Information — information disclosed under this MSA that is marked confidential or would reasonably be understood to be confidential given its nature — using at least the same degree of care it uses for its own confidential information of similar importance, and not less than reasonable care, for 3 years after disclosure (or indefinitely for trade secrets), except as required by law.
Where InnInk processes personal data on the Customer's behalf under this MSA, the terms of our Data Processing Agreement apply and are incorporated by reference.
Each party warrants it has the authority to enter into this MSA. InnInk warrants it will provide the Services in a manner consistent with generally recognised industry standards. Except as expressly stated in this MSA, the Services are provided on the disclaimer basis set out in our Terms of Service.
The limitation of liability provisions in our Terms of Service apply equally under this MSA, unless a different cap is expressly agreed in an Order Form signed by both parties.
Each party will indemnify the other against third-party claims arising from: (a) in the Customer's case, its Customer Content or its breach of this MSA or applicable law; and (b) in InnInk's case, a third-party claim that the unmodified Services, as provided, infringe that third party's intellectual property rights — provided InnInk may, at its option, modify the Services, procure a licence, or terminate the affected Services with a pro-rated refund of prepaid fees.
Either party may terminate this MSA for the other's uncured material breach on 30 days' written notice, or immediately if the other party becomes insolvent. Termination of this MSA terminates all Order Forms under it. Provisions that by their nature should survive termination — including fees already accrued, confidentiality, intellectual property, and limitation of liability — continue to apply.
Neither party is liable for delay or failure to perform caused by circumstances beyond its reasonable control, including natural disasters, war, civil unrest, internet or utility outages, or failures of third-party infrastructure providers.
Neither party may assign this MSA without the other's written consent, except to a successor in connection with a merger, acquisition, or sale of substantially all assets, provided the assignee agrees to be bound by its terms.
This MSA is governed by the laws of England and Wales. The parties will first attempt to resolve any dispute through good-faith negotiation between senior representatives; if unresolved within 30 days, either party may pursue the matter in the courts of England and Wales, which have exclusive jurisdiction.
Notices under this MSA must be in writing and sent to the addresses specified in the applicable Order Form or, for InnInk, to hello@vyxelon.com.
This MSA, together with any Order Form, our Terms of Service, Privacy Policy, and Data Processing Agreement, is the entire agreement between the parties regarding the Services, superseding prior discussions on the subject. Amendments must be in writing and signed by both parties, except that InnInk may update the documents incorporated by reference as described in each of those documents.
To request a signed Order Form under this MSA, contact hello@vyxelon.com.