Terms of Service

1. Who we are

These Terms of Service ("Terms") are issued by Nexiv Labs ("Nexiv Labs", "we", "us", "our"), an operating group whose divisions include Nexiv Health, Nexiv Vet, Nexiv Pets, Nexiv Technology, Nexiv Chain and Nexiv Cloud.

We trade as A-SERVICE-A. Card statements, payment receipts and bank descriptors for any purchase across our divisions will show A-SERVICE-A.

• Business address: Lees Street, Address line 2, Pendlebury, M27 6BU, United Kingdom
• Support address: Lees Street, Pendlebury, M27 6BU, GB
• Email: support@nexivlabs.com
• Phone: +1 (323) 289-0039

2. Acceptance of these Terms

By accessing our websites, creating an account, placing an order or using any Nexiv Labs service, you agree to these Terms. If you do not agree, do not use the services.

If you accept these Terms on behalf of an organisation, you confirm that you have authority to bind that organisation, and "you" means that organisation.

These Terms incorporate by reference our Privacy Policy, Cookie Policy, Acceptable Use Policy, Refunds & Cancellations Policy and, where you hold a paid support agreement, our Service Level Agreement. Where a signed master agreement, order form or statement of work exists between us, that document prevails over these Terms to the extent of any conflict.

3. The services

"Services" means any of the following that you use:

• Platform services — software provided on a subscription or per-use basis, including Nexiv Health and Nexiv Vet telehealth platforms and Nexiv Cloud managed infrastructure.
• Marketplace services — the Nexiv Pets marketplace, where we operate the platform and facilitate transactions between buyers and third-party sellers.
• Professional services — engineering, consulting and delivery work provided by Nexiv Technology or Nexiv Chain under a statement of work.
• Websites — our public web properties and documentation.

We may add, modify or discontinue features. Where a change materially reduces functionality you rely on under a paid agreement, we will give at least 30 days' notice and you may terminate the affected service without penalty.

4. Accounts and security

You must provide accurate registration details and keep them current. You are responsible for all activity under your account and for keeping credentials confidential. Notify us immediately at support@nexivlabs.com if you suspect unauthorised access.

You must be at least 18 years old to hold an account. Where a service is used on behalf of a person under 18 — for example a parent or guardian arranging a consultation — the adult account holder is responsible for that use.

Some roles require verification: clinicians and veterinary professionals must hold current registration with the relevant professional body, and marketplace sellers must complete identity and, where applicable, licence checks. We may suspend access where verification lapses or cannot be completed.

5. Orders and contract formation

An order is an offer to purchase. A contract is formed only when we (or, for marketplace sales, the seller) confirm acceptance — typically by email or in-app confirmation. We may decline an order where the item is unavailable, a pricing error is evident, verification fails, or acceptance would breach law or our Acceptable Use Policy.

Descriptions, images and specifications are provided in good faith. Minor variations do not entitle you to reject an order, but material differences do — see the Refunds & Cancellations Policy.

6. Fees, payment and tax

6.1 Charges

Fees are as set out at the point of purchase, in your order form, or in the applicable statement of work. Unless stated otherwise, fees exclude VAT and other applicable taxes, which are added at the prevailing rate.

6.2 Payment method and descriptor

Card payments are processed by our payment providers. We do not store full card numbers on our systems. Your statement will show A-SERVICE-A. If you do not recognise a charge, please contact us before raising a dispute with your bank — we can usually identify the transaction the same day.

6.3 Subscriptions

Subscriptions renew automatically for successive periods unless cancelled before the renewal date. We will notify you before a renewal where required by law. Cancellation takes effect at the end of the current paid period.

6.4 Invoiced accounts

Where we invoice you, payment is due within 30 days of invoice date unless agreed otherwise. Overdue amounts may accrue statutory interest, and we may suspend services after giving 7 days' written notice of non-payment.

6.5 Price changes

We may change fees for renewing subscriptions with at least 30 days' notice before the renewal date. You may cancel before renewal if you do not accept the new price. Fees fixed in a signed order form do not change during its term.

7. Marketplace terms (Nexiv Pets)

7.1 Buyers

Payment is held in a segregated escrow balance and released to the seller after you confirm handover or delivery, or when the inspection window closes without a dispute. Raising a dispute within the window freezes settlement. Windows and outcomes are set out in the Refunds & Cancellations Policy.

7.2 Sellers

Sellers must:

• complete identity verification and, where the category requires it, provide valid licences or registrations;
• list only items they are lawfully entitled to sell, described accurately and completely;
• comply with all applicable animal welfare, consumer protection, product safety and transport law in every jurisdiction they sell into;
• fulfil orders within the stated timeframe and provide evidence of handover or despatch;
• respond to disputes within the deadlines shown in the seller portal.

We may refuse, remove or suspend any listing, hold settlement, or remove a seller entirely where we reasonably believe these rules or the Acceptable Use Policy have been breached, or where animal welfare may be at risk.

7.3 Live animals

Listings involving live animals are subject to additional review, mandatory documentation, transport requirements and a buyer suitability questionnaire. We do not act as breeder, keeper or transporter and give no warranty as to any animal's health, temperament or pedigree; those are the seller's representations.

8. Clinical and veterinary services

Nexiv Health and Nexiv Vet provide technology platforms. Clinical decisions are made by registered professionals operating within their own scope of practice and jurisdiction, and clinical responsibility rests with those professionals and the organisation responsible for their governance.

Telehealth is not appropriate for every presentation and is never a substitute for emergency care. Prescribing is subject to jurisdictional rules and may be refused. You must read the Medical & Veterinary Notice, which forms part of these Terms, before using either service.

You agree to provide accurate information during any consultation or triage. Incomplete or inaccurate information materially affects clinical judgement, and we are not liable for outcomes arising from it.

9. Professional services

Work delivered by Nexiv Technology or Nexiv Chain is governed by a statement of work ("SOW") setting out scope, deliverables, acceptance criteria, timeline and fees. Where the SOW conflicts with these Terms, the SOW prevails.

• Change control. Changes to agreed scope are documented and priced before work proceeds.
• Your responsibilities. Timely access to systems, environments, data and decision-makers. Delays caused by these may shift dates and cost.
• Acceptance. Deliverables are deemed accepted if not rejected in writing, with reasons, within 10 business days.
• Non-solicitation. Neither party will solicit the other's personnel engaged on the project during the engagement and for 6 months after, except through a public advertisement.

Nexiv Chain does not provide investment, financial or legal advice, does not market or promote tokens or investments to the public, and does not custody client assets or private keys unless expressly agreed in writing.

10. Intellectual property

10.1 Ours

We and our licensors retain all rights in the Services, our software, platforms, documentation, designs, trade marks and the Nexiv brand family. No rights are granted except those expressly stated here. We grant you a non-exclusive, non-transferable, revocable licence to use the Services during your subscription or engagement, for your internal business purposes or personal use as applicable.

10.2 Yours

You retain all rights in the content and data you submit. You grant us a licence to host, process, transmit and display it solely to provide and support the Services, and to comply with law.

10.3 Professional services deliverables

Subject to full payment, we assign to you the intellectual property rights in bespoke deliverables created specifically for you under a SOW. We retain rights in our pre-existing materials, generic tools, libraries, know-how and techniques, and grant you a perpetual, non-exclusive, royalty-free licence to use them to the extent embedded in the deliverables.

10.4 Feedback

If you send us suggestions or feedback, we may use them without restriction or obligation. This does not affect your rights in your own confidential information.

11. Data protection

Our handling of personal data is described in the Privacy Policy. Where we process personal data on your behalf as a processor, a data processing agreement applies, incorporating the required contractual terms, our security measures and our sub-processor list. Contact support@nexivlabs.com to execute one.

Each party will comply with applicable data protection law. You confirm you have a lawful basis for any personal data you provide to us, and that any required notices or consents are in place.

12. Confidentiality

Each party will keep the other's confidential information confidential, use it only for the purposes of the agreement, and protect it with at least reasonable care. This does not apply to information that is public through no breach, independently developed, lawfully received from a third party, or required to be disclosed by law or a competent authority (with notice where lawful). These obligations survive termination for 5 years, and indefinitely for personal data and trade secrets.

13. Availability and support

We aim for high availability and publish a summary at status. Contractual uptime commitments, response targets and service credits apply only where you hold a paid support agreement incorporating the Service Level Agreement.

We may carry out planned maintenance, and will give reasonable notice of maintenance likely to cause material disruption. Emergency maintenance may be performed without notice where necessary to protect security or integrity.

14. Warranties and disclaimers

We warrant that:

• we will provide the Services with reasonable skill and care;
• professional services will be performed by suitably qualified personnel;
• we have the right to enter into this agreement.

Except as expressly stated and to the fullest extent permitted by law, the Services are provided "as is". We do not warrant that the Services will be uninterrupted or error-free, that defects will be corrected, or that the Services will meet requirements we have not expressly agreed in writing.

Nothing in these Terms excludes or limits your statutory rights as a consumer. If you are a consumer in the UK or EU, you retain all rights under applicable consumer protection law, and those rights prevail over anything inconsistent here.

15. Limitation of liability

15.1 Nothing in these Terms limits or excludes liability for:

• death or personal injury caused by negligence;
• fraud or fraudulent misrepresentation;
• any liability that cannot lawfully be limited or excluded.

15.2 Subject to 15.1, neither party is liable for indirect or consequential loss, loss of profit, loss of revenue, loss of anticipated savings, loss of business opportunity, or loss or corruption of data to the extent it could have been prevented by the affected party maintaining reasonable backups.

15.3 Subject to 15.1, our total aggregate liability arising out of or in connection with the Services in any 12-month period is limited to the greater of (a) the total fees paid or payable by you to us for the affected service in that 12-month period, or (b) £1,000.

15.4 For marketplace transactions, our liability is limited to our role as platform operator and escrow facilitator. Claims relating to the goods, animals or services themselves lie against the seller, though we will support the dispute process as described in the Refunds & Cancellations Policy.

15.5 We are not liable for clinical decisions made by registered professionals using our platforms, nor for outcomes arising from inaccurate or incomplete information supplied during a consultation.

16. Indemnity

You will indemnify us against claims, losses and reasonable costs arising from: your breach of these Terms or the Acceptable Use Policy; content or data you submit that infringes third-party rights or breaches law; your use of the Services in an unlawful manner; and, if you are a seller, claims relating to items you list or sell. We will notify you promptly of any such claim, allow you to control the defence (with our reasonable consent to any settlement), and provide reasonable assistance at your cost.

17. Suspension

We may suspend access, immediately and without prior notice, where:

• we reasonably suspect a security incident, fraud or unauthorised access;
• your use threatens the integrity or performance of the platform or other users;
• there is a serious or repeated breach of the Acceptable Use Policy;
• we are required to do so by law or a competent authority;
• a professional registration or seller verification has lapsed or been withdrawn;
• payment is overdue and remains unpaid 7 days after written notice.

We will restore access promptly once the cause is resolved, and will tell you what caused the suspension unless prevented by law.

18. Term and termination

These Terms apply for as long as you use the Services. Either party may terminate a subscription at the end of the then-current period by giving notice before renewal. Either party may terminate immediately on written notice if the other commits a material breach that is not remedied within 30 days of notice, or becomes insolvent.

On termination:

• your right to access the Services ends;
• fees accrued up to termination remain payable;
• we will make your data available for structured export during the notice period and for 30 days after;
• we will delete or return data as described in the Privacy Policy, retaining only what law requires;
• clauses that by their nature should survive (including 10, 12, 14, 15, 16, 21) survive.

19. Changes to these Terms

We may update these Terms. The "last updated" date at the top will change. For material changes affecting account holders we will give at least 30 days' notice by email or in-app notification before they take effect. Changes required by law or to address a security risk may take effect immediately. Continuing to use the Services after a change takes effect means you accept the updated Terms; if you do not, you may terminate as set out in section 18.

20. General

• Entire agreement. These Terms, together with the documents they incorporate and any signed order form or SOW, form the entire agreement between us on their subject matter.
• Assignment. You may not assign without our written consent. We may assign to a group company or in connection with a reorganisation, merger or sale of assets.
• Subcontracting. We may use subcontractors and sub-processors and remain responsible for their performance.
• Severability. If any provision is unenforceable, the rest continues in force.
• Waiver. Failure to enforce a provision is not a waiver of it.
• Force majeure. Neither party is liable for failure caused by events beyond reasonable control, provided it notifies the other and mitigates.
• Third parties. No third party has rights to enforce these Terms except a Nexiv Labs group company.
• Notices. Notices to us go to support@nexivlabs.com and our business address; notices to you go to your registered contact details.

21. Governing law and jurisdiction

These Terms and any dispute arising from them are governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction, except that if you are a consumer resident elsewhere in the UK or in the EU, you keep the benefit of any mandatory protections and the right to bring proceedings in the courts of your country of residence.

Before starting proceedings, we ask that you contact support@nexivlabs.com so we can try to resolve the matter directly. Most disputes are resolved this way.

22. How to contact us

Questions about these Terms:

• Email: support@nexivlabs.com
• Phone: +1 (323) 289-0039 (Mon–Fri, 09:00–18:00 UK)
• Post: Nexiv Labs, Lees Street, Pendlebury, M27 6BU, GB