Scalexa On-Demand: subscription terms (draft — launching soon)

These are our draft terms, published so you can see how the service will work. Scalexa On-Demand is launching soon and isn't open for subscriptions yet. The final terms will be shown before you subscribe.

1. Who we are and who this is for.
   • Fluxscale Limited, a company registered in England & Wales (company number 14247405), registered office 27 Swanton Road, Dereham, England, NR19 2HH, trading as Scalexa ("we", "us"). Contact: hello-ai@scalexa.com.
   • These terms are for business customers only. By subscribing, you warrant that you're acting for a business, not as a consumer, and that the person subscribing can bind it.
   • EU customers must give a valid VAT number at checkout. We check it on the EU's VIES service. If it isn't valid, we cancel the subscription and refund in full within 24 hours.
2. The service.
   • You subscribe to one or more streams. Each stream works on one active request at a time from your queue on your Scalexa request board. The number of streams is the quantity on your subscription.
   • You can queue as many requests as you like. We deliver them one at a time per stream, in the order you set.
   • We decide whether a request is one request, needs breaking into steps, or needs a separate fixed quote.
   • Every deliverable is reviewed and signed off by a Scalexa engineer before it's delivered to you. This includes any work drafted with AI tools. The service is engineering and consulting done by people. It isn't access to software and it isn't an automated service.
3. Fair use.
   • Each stream is sized for up to about 40 hours of engineering a month.
   • If the work in your queue would take a stream past that, we'll pause new work on that stream and tell you in writing. You can then add a stream, split the work, or ask for a fixed quote.
   • We never charge for extra hours without your written agreement.
4. Targets, not service levels.
   • Turnaround figures (about 2 business days per request on average) are targets. They're measured in UK business days (Mon–Fri 09:00–17:30 UK, excluding English public holidays) from when work on a request starts.
   • Missing a target isn't a breach of these terms. Your remedy is to pause or cancel.
   • The service doesn't include monitoring, on-call, incident response, uptime or response SLAs, out-of-hours work, or running your systems.
5. Not included.
   • Meetings or calls.
   • A named lead.
   • Ownership of delivery, architecture or the roadmap (these are available under a separate retainer).
   • Your third-party costs (cloud, SaaS, LLM APIs), which you pay directly.
6. Price, VAT and billing.
   • $5,000 (USD) or £3,995 (GBP) a month per stream, plus VAT where applicable. Monthly in advance, through our payment provider (Stripe, or Revolut Business if we tell you so at checkout). We charge UK VAT once we're VAT-registered, to UK customers only. Supplies to business customers outside the UK are outside the scope of UK VAT, and the customer accounts for any local tax.
   • If a payment fails and isn't fixed after the provider's retries, or if you raise a chargeback, we may suspend or end the service.
7. Streams, pause and cancellation.
   • Add or remove streams at any time. Added streams are charged pro rata from that day. Removed streams stop at the end of the current period.
   • Pause at any time, as often as you like, by adding a PAUSE item to your board or emailing us. We pause billing and work by the next UK business day. The days left in your billing period are kept and used when you resume. For example, if you pause after 21 days of a 31-day period, you have 10 days left. To resume, tell us; a new period starts that day, less the days you kept.
   • Cancel at any time. There's no minimum term. Cancelling takes effect at the end of the paid period. We'll finish the active request within that period where we can; otherwise it stops at a clean point.
   • We may end the service on 30 days' written notice, or straight away if you don't pay, misuse the service, or materially breach these terms.
8. First-week refund.
   • If you cancel within 7 days of your first subscription payment, we refund 75% of that payment.
   • This applies once per customer. If you take the refund, you may keep and use any deliverables from that week once the remaining 25% has been paid.
   • Apart from this, and the VIES refund in clause 1, fees aren't refundable.
9. Your responsibilities.
   • Give clear requests.
   • Grant, control and be able to revoke only the least-privilege access each request needs, and share secrets only through your own secrets-management tool.
   • Keep backups.
   • Review and approve deliverables, and decide what goes to production. We won't deploy to production unless you ask for it in writing on that request.
   • Deliverables with no response for 5 business days are deemed approved.
10. Security.
    • We follow the Scalexa On-Demand security note.
    • We'll tell you about any security incident affecting your data or systems without undue delay, and within 48 hours of becoming aware of it.
    • We'll remove our access within 1 business day of the service ending. You should rotate any credentials you shared.
11. Intellectual property.
    • When the fee for the period in which a deliverable was delivered is paid in full, we assign to you all our rights in the deliverables created for you. Until then, you may review them but not use them in production.
    • Our pre-existing materials, tools and general know-how stay ours. Third-party and open-source components stay under their own licences. Where any of these are part of a deliverable, you get a perpetual, royalty-free, non-exclusive licence to use them as part of it.
    • We don't promise that AI-assisted output is protected by copyright.
12. Confidentiality and data protection.
    • Each party keeps the other's confidential information confidential, during and after the subscription. A mutual NDA is available on request.
    • We use your code and data only to deliver your requests, and never to train any AI model.
    • Please don't share personal data unless a request needs it. Where we process personal data for you, our data processing addendum applies. It and our sub-processor list are available on request.
13. AI tools.
    • We may use AI tools that are on business terms and don't train on your data. An engineer reviews, tests and signs off all AI-assisted output before delivery (clause 2).
    • You can mark any request "No AI". It may then take longer.
14. Non-solicitation.
    • During your subscription and for 12 months after it ends, you won't directly employ or engage anyone who worked on your requests, except through us.
    • If you do, you'll pay us a fee equal to 20% of the pay or fees due to that person for their first 12 months.
    • Hiring someone who answers a general job advert isn't covered.
15. Liability.
    • Nothing in these terms limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for anything else that can't legally be limited.
    • Subject to that, we're not liable for loss of profit, revenue, business, goodwill or data, business interruption, or any indirect or consequential loss.
    • Our total liability arising out of or in connection with these terms, whether in contract, tort (including negligence) or otherwise, is limited to the fees you paid us in the 3 months before the event giving rise to the claim.
16. General.
    • These terms, and your subscription as shown at checkout, are the whole agreement. They override any purchase-order or other terms you send.
    • We may update these terms on 30 days' notice, effective from your next billing period.
    • The law of England & Wales governs these terms, and its courts have exclusive jurisdiction.