SaaS Terms of Service

1. About Us and Scope

1.1 These Terms of Service ("Terms") govern access to and use of the Modulix AI platform and related services ("Service") provided by Voyage Companion Ltd, a company registered in Scotland with registered office at 13/6 Fairfield Gardens, Edinburgh, EH6, Scotland, United Kingdom ("Voyage Companion", "we", "us", "our").

1.2 By creating an account, signing an order form, or using the Service, the customer organisation ("Customer", "you", "your") agrees to these Terms. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have authority to bind that entity.

1.3 These Terms are intended for business users only. Consumers should not use the Service.

2. Account Registration and Access

2.1 To use the Service, Customer must create an account and provide accurate, current, and complete information. You must keep this information up to date.

2.2 Customer is responsible for all activity under its accounts and must ensure that its authorised users maintain the confidentiality of login credentials and do not share them with unauthorised persons.

2.3 Customer must promptly notify us of any actual or suspected unauthorised access or security incident related to the Service.

3. Orders, Subscriptions, and Payment

3.1 Access to the Service is provided on a subscription basis, as specified in an order form, proposal, or online sign-up flow ("Order").

3.2 The Order will specify:

• Subscription term (e.g. monthly, annual)
• Applicable fees (e.g. licence fees, usage fees, per-booking or commission-based charges)
• Any pilot or proof-of-concept arrangements
• Included support levels

3.3 Unless otherwise agreed, fees are:

• Invoiced in GBP
• Payable within 30 days of invoice date
• Exclusive of VAT and other applicable taxes

3.4 If any undisputed amount is overdue by more than 14 days, we may suspend access to the Service until payment is received, after giving Customer reasonable prior notice.

3.5 Fees are non-refundable except where required by law or expressly stated in the Order.

4. Licence and Permitted Use

4.1 Subject to these Terms and payment of applicable fees, we grant Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the subscription term to access and use the Service for its internal business purposes in connection with tour and travel operations.

4.2 Customer must not:

• Copy, modify, adapt, translate, or create derivative works of the Service
• Reverse engineer, decompile, disassemble or otherwise attempt to derive source code (except to the extent permitted by law)
• Use the Service to build a competing product or service
• Use the Service in a way that violates applicable law, third-party rights, or any supplier (e.g. GDS, wholesaler) terms
• Circumvent or attempt to circumvent any usage limits or security features

4.3 We may implement reasonable technical limitations (e.g. API rate limits) to protect the stability and security of the Service.

5. Service Availability and Support

5.1 We will use commercially reasonable efforts to make the Service available in accordance with any uptime targets or service levels agreed in writing with Customer (if any).

5.2 We may temporarily suspend the Service for scheduled maintenance or emergency work. Where reasonably practicable, we will provide advance notice of scheduled maintenance and aim to minimise disruption.

5.3 We will provide support in accordance with the support description in the Order (e.g. email support during UK business hours, target response times).

5.4 The Service may interoperate with third-party systems (e.g. Amadeus, Sabre, Hotelbeds, payment providers). Availability of such systems is subject to the performance of those third parties. We are not liable for failures caused by such third-party systems, provided we have acted with reasonable care.

6. Customer Data, Data Protection and Privacy

6.1 "Customer Data" means data (including personal data) that Customer or its authorised users submit to the Service, including traveller information, itineraries, pricing, and booking details.

6.2 As between the parties, Customer owns all rights in Customer Data. We process Customer Data solely to provide, maintain, and improve the Service, perform our obligations under these Terms, comply with law, and as otherwise documented in our Data Processing Agreement ("DPA") and Privacy Notice.

6.3 For personal data subject to the UK GDPR / EU GDPR:

• Customer is generally the data controller
• Voyage Companion acts as data processor

The mandatory provisions of Article 28 UK GDPR are set out in a separate DPA, which forms part of these Terms and is incorporated by reference.

6.4 The DPA describes, among other things:

• Subject matter and duration of processing
• Nature and purpose of processing
• Categories of data subjects and personal data
• Security measures
• Rules for sub-processors
• International transfers
• Assistance with data subject rights, audits, and breach notification

6.5 We will implement appropriate technical and organisational measures designed to protect Customer Data against unauthorised or unlawful processing, accidental loss, destruction, or damage, as further described in the DPA and/or our Security Overview.

6.6 Customer is responsible for:

• Having a lawful basis for processing personal data in the Service
• Providing appropriate privacy notices to data subjects
• Ensuring data entered into the Service is accurate and up to date

7. Aggregated and Anonymised Data

7.1 We may generate and use aggregated and/or anonymised data derived from Customer's use of the Service ("Aggregated Data") for:

• Analytics and benchmarking
• Improving and training our AI models
• Developing new features and services
• Business and research purposes

7.2 Aggregated Data will not identify Customer or any individual and will be handled in accordance with applicable data protection laws.

8. Intellectual Property

8.1 We (and our licensors) own all intellectual property rights in and to the Service, including software, AI models, algorithms, user interface, documentation, and associated know-how. Except for the limited licence in clause 4, no rights are granted to Customer.

8.2 Customer retains ownership of all Customer Data, itineraries, content, and branding supplied by Customer. Customer grants us a non-exclusive, worldwide licence to host, use, and process such content as necessary to provide the Service.

8.3 If Customer gives us feedback or suggestions, we may use them without restriction or obligation, and Customer assigns to us all rights in such feedback to the extent permitted by law.

9. Acceptable Use

9.1 Customer must ensure that its users do not:

• Upload unlawful, discriminatory, or infringing content
• Use the Service to send unsolicited marketing without appropriate consent
• Interfere with the integrity or performance of the Service or related systems
• Attempt unauthorised access to the Service or related networks

9.2 We may suspend or disable accounts that breach these Terms or pose a security or legal risk, after giving notice where reasonably practicable.

10. Third-Party Services and Suppliers

10.1 The Service may provide access to, or rely on, third-party services, such as GDS providers (e.g. Amadeus, Sabre), wholesalers (e.g. Hotelbeds), mapping providers, or payment processors.

10.2 Use of such services may be subject to additional third-party terms. Customer agrees to comply with those terms where applicable.

10.3 We are not responsible for third-party services that we do not control. However, we will act with reasonable care in our selection, configuration, and ongoing management of such integrations.

11. Warranties and Disclaimers

11.1 We warrant that we will provide the Service with reasonable skill and care and in accordance with these Terms.

11.2 Except as expressly stated, the Service is provided "as is" and "as available", and we exclude all implied warranties, conditions, or other terms to the maximum extent permitted by law, including fitness for a particular purpose and non-infringement.

11.3 The Service provides margin, pricing, and upsell recommendations based on data and models, but Customer remains responsible for its commercial decisions and compliance with any legal or regulatory obligations.

12. Limitation of Liability

12.1 Nothing in these Terms excludes or limits liability for:

• Death or personal injury caused by negligence
• Fraud or fraudulent misrepresentation
• Any other liability that cannot be excluded or limited under applicable law

12.2 Subject to clause 12.1, we are not liable for:

• Loss of profits, revenue, or anticipated savings
• Loss of business, contracts, or goodwill
• Loss or corruption of data (except to the extent caused by our failure to implement reasonable safeguards)
• Indirect or consequential loss or damage

12.3 Subject to clauses 12.1 and 12.2, our aggregate liability arising out of or in connection with the Service and these Terms, whether in contract, tort (including negligence), or otherwise, will not exceed the total fees paid or payable by Customer to us for the Service in the twelve (12) months preceding the event giving rise to the claim.

13. Indemnities

13.1 We will indemnify Customer against third-party claims that the Service, when used in accordance with these Terms, infringes a UK or EU copyright or patent, subject to standard conditions and caps (e.g. prompt notice, control of defence). Our obligations may include modifying the Service, obtaining a licence, or terminating access with a refund of prepaid unused fees.

13.2 Customer will indemnify us against third-party claims arising from:

• Customer Data or content
• Misuse of the Service
• Breach of law or third-party terms by Customer

14. Term, Renewal, Suspension and Termination

14.1 These Terms apply from the Effective Date of the first Order and continue for as long as Customer has an active subscription.

14.2 Each subscription term and renewal mechanism will be set out in the Order (e.g. auto-renewal for successive 12-month periods unless either party gives 30 days' notice before the end of the current term).

14.3 Either party may terminate an Order or these Terms with immediate effect by giving written notice if:

• The other party commits a material breach and fails to remedy it within 30 days of notice
• The other party becomes insolvent or ceases business

14.4 On termination or expiry:

• Customer's right to access the Service will cease
• Upon request within 30 days, we will provide Customer with an export of Customer Data in a commonly used format
• After that period, we may delete or anonymise Customer Data, subject to any legal retention requirements

14.5 Clauses that by their nature are intended to survive termination (including payment obligations, IP, confidentiality, limitations of liability, and governing law) will continue in effect.

15. Governing Law and Jurisdiction

15.1 These Terms and any disputes or claims arising out of or in connection with them are governed by and construed in accordance with the laws of Scotland without regard to conflict of law principles.

15.2 The courts of Scotland have exclusive jurisdiction to settle any such dispute or claim.

16. Changes to These Terms

16.1 We may update these Terms from time to time to reflect changes in law, best practice, or the Service.

16.2 For material changes, we will provide at least 30 days' notice by email or in-app notification. Continued use of the Service after the effective date of the updated Terms constitutes acceptance.