Terms of Service

These Terms of Service (the "Terms") govern your use of the services provided by Scalux AI Ltd, a company registered in England & Wales under company number 17192343.

By signing an Order Form, paying an invoice, or otherwise engaging us to deliver Services, you ("Client", "you", "your") agree to be bound by these Terms. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to these Terms, and "you" refers to that entity.

Answer Engines

the third-party search and generative AI systems in which we measure and work on your visibility, including Google Search, Google AI Overviews, ChatGPT, Claude, Gemini, Perplexity, Grok, Copilot, Meta AI and DeepSeek, as covered by your Plan.

Client Materials

any content, brand guidelines, website content, published pages, access credentials, customer data, or other materials provided by you for use in the Services.

Client Systems

your website, content management system, hosting, analytics, Google Search Console, CRM, and any other third-party tools to which you grant us access for the purpose of delivering the Services.

Fees

the monthly fees payable for the Services, as set out in your Order Form.

Order Form

the document, proposal, or online checkout that sets out the specific Services, Plan, and Fees agreed between us.

Plan

the service tier you have selected, as set out on our pricing page or in your Order Form.

Services

the AI Search and SEO services described in Section 3 and the Order Form.

Specialist

the named senior individual on our team who is responsible for strategy, decisions, interpretation of measurement, and communication on your account.

These Terms, together with your Order Form, our Privacy Policy, and any Data Processing Agreement signed between us, form the entire agreement between you and Scalux. If there is any conflict, the Order Form takes precedence over these Terms.

We may update these Terms from time to time. Material changes will be notified to you by email at least 30 days before they take effect. Continued use of the Services after that period constitutes acceptance.

Scalux provides fully managed AI Search and SEO services for B2B SaaS companies. Depending on your Plan, the Services include:

• Strategy and prioritisation across AI Search and organic search, run as one system
• A demand-derived prompt set, and repeated sampling of that set across the Answer Engines covered by your Plan
• Visibility, competitor and brand-representation reporting, with confidence labels where the available data is uncertain
• Technical, content and authority auditing of your website, with prioritised recommendations
• Content and citation strategy — priorities, briefs, technical recommendations and citation opportunities
• Measurement setup: analytics, Search Console and CRM connections, and AI referral tracking, where your systems permit
• Regular reporting at the cadence set out in your Plan
• A named senior Specialist responsible for your account

Content and citation strategy means priorities, briefs, technical recommendations and citation opportunities. It does not include writing or publishing content on your behalf, or making changes to your website, unless expressly agreed in your Order Form.

The Answer Engines covered, the number of products, prompts and competitors tracked, the reporting frequency, and any additional services are defined by your Plan and Order Form. We will use reasonable skill and care in delivering the Services in line with industry best practice.

Each Client is assigned a named senior Specialist who serves as your day-to-day contact, leads strategy and reporting, and coordinates execution within our team.

We may, at our discretion, change your Specialist (for example, due to staff changes or to better match your account's needs). We will notify you in advance where reasonably possible and ensure continuity of service during any transition.

Your Specialist is supported by Scalux OS and by other specialists across our team. We may also engage approved subcontractors or freelancers to deliver specific elements of the Services. We remain responsible for their performance and for ensuring they are bound by appropriate confidentiality and data protection obligations.

To deliver the Services, you will need to provide us with:

• Read or administrative access, as applicable, to the relevant Client Systems — including your website or content management system, analytics, Google Search Console, and your CRM
• Brand guidelines, product information, customer personas, your existing content inventory, and any other context required to brief the work
• A nominated point of contact with authority to approve strategy, content priorities, and changes to your website
• Timely responses to onboarding questionnaires and approval requests
• Authority to grant that access. Where your website, content management system, analytics or hosting are operated by a third party, you are responsible for obtaining their consent to our access and for any resulting delay

We will begin substantive work once onboarding is complete. Delays in providing access or information may extend timelines. We are not liable for delays caused by incomplete or delayed onboarding.

You are responsible for:

• Your website — You own and control your website, your content and your Client Systems. We act on your behalf within them, and only within the access you grant.
• Publication and implementation — Unless expressly agreed otherwise in your Order Form, you are responsible for writing, publishing and deploying content, and for implementing technical recommendations on your website. We provide priorities, briefs and recommendations; the decision to publish, and what to publish, is yours.
• Compliance — You are responsible for the legality and accuracy of the products and services you sell, your website, and any Client Materials. Content published on your site must comply with applicable laws and with the published webmaster, spam and content policies of the search and AI systems it is intended to reach.
• Approvals — You are responsible for reviewing and approving content briefs, technical recommendations, and material changes within reasonable timeframes.
• Accuracy of information — You are responsible for the accuracy of the product, pricing and positioning information you give us and publish, including on third-party sites, review platforms and directories. AI systems build answers from those sources.
• Cooperation — Providing timely access, feedback, approvals, and information needed to deliver the Services.

We do not provide Services to clients in the following sectors or for the following purposes:

• Adult content, gambling, or weapons
• Misleading, fraudulent, or deceptive products or claims
• Anything prohibited by applicable law, or by the published webmaster, spam or content policies of the search and AI systems in scope

We reserve the right to refuse or terminate Services where, in our reasonable judgement, the work falls outside our acceptable use criteria or risks reputational, legal, or search-policy harm.

We do not use, and will not implement on your behalf, techniques that breach the published policies of a search engine or AI provider, including link schemes, cloaking, scaled content abuse, or prompt injection intended to manipulate an AI system's output.

8.1 Fees

Fees are set out in your Order Form and are payable monthly in advance, or annually in advance where you have selected annual billing. Fees are exclusive of VAT, which will be added at the prevailing rate where applicable.

8.2 Fixed pricing

Our Fees are fixed monthly amounts. We do not charge performance fees, percentage-of-spend fees, or mark-ups on third-party tools. There is no onboarding or setup fee; the initial audit and tracking setup are included in your Fees.

8.3 Invoicing

We invoice on the first business day of each month. Invoices are payable within 14 days unless otherwise agreed in your Order Form.

8.4 Late payment

If an invoice is more than 14 days overdue, we may suspend the Services on 7 days' written notice. Overdue amounts may accrue interest at 4% above the Bank of England base rate, calculated daily, in line with the Late Payment of Commercial Debts (Interest) Act 1998.

8.5 Fee changes

We may change the Fees on at least 60 days' written notice. If you do not accept the change, you may terminate by giving notice before the new Fees take effect, with no further liability beyond Fees already due. Fees are fixed for the duration of an annual term; a change notified during an annual term takes effect at the start of the next term.

8.6 Refunds

Fees are non-refundable except where required by law or expressly agreed in writing.

8.7 Annual billing

Where you select annual billing, the annual Fee is charged in advance and reflects a discount given in exchange for a committed twelve-month term. An annual term runs for the full twelve months: neither party may terminate it for convenience under 10.2, and annual Fees are not refundable in whole or in part if you stop using the Services during the term. At the end of an annual term the Services continue on a rolling monthly basis at the then-current monthly Fee, unless a new annual term is agreed in writing. The right of either party to terminate for cause under 10.3, and any rights you have under applicable law, are unaffected.

8.8 Plan changes

You may move between Plans at any time on written notice. An upgrade takes effect at the start of the next billing period, or immediately by agreement with the balance pro-rated. A downgrade takes effect at the start of the next billing period, or, during an annual term, at the start of the next term. We do not charge a switching fee.

The Services depend on third-party systems neither party controls, including search engines, generative AI providers, analytics providers, your hosting and content management system, and the measurement tools we use to deliver the Services.

We are not responsible for:

• Changes to the ranking systems, answer generation, indexing behaviour, crawler policies or APIs of any search engine or AI provider
• A provider's decision to index, crawl, cite, summarise, omit or misdescribe you or your content
• Outages, rate limits, pricing changes or discontinuation of any third-party tool or API
• Actions taken by your hosting, content management or development providers that affect your website's accessibility to crawlers

Where we license third-party tools to deliver the Services, those tools and their costs are ours; you are not required to license them and you acquire no rights in them. Where your Order Form requires you to hold a licence in your own name, the relationship with that provider is yours.

10.1 Term

The Services begin on the start date set out in your Order Form. Where you are billed monthly, they continue on a rolling monthly basis until terminated. Where you have selected annual billing, they run for a committed twelve-month term as set out in 8.7.

10.2 Termination for convenience

Where you are billed monthly, either party may terminate by giving 30 days' written notice. We will continue to deliver the Services during the notice period, and Fees remain payable up to the effective date of termination. This right does not apply during an annual term; see 8.7.

10.3 Termination for cause

Either party may terminate immediately by written notice if the other:

• Commits a material breach that is not remedied within 14 days of written notice; or
• Becomes insolvent, enters administration, or ceases to trade.

10.4 Effect of termination

On termination:

• We will deliver a final report covering the most recent reporting period
• We will remove our access to your Client Systems, and you should revoke any credentials you issued us, within 5 business days
• We will hand over the current prompt set, visibility baseline and outstanding recommendations in a commonly used format
• Monitoring, sampling and reporting stop on the effective date of termination
• Each party will return or destroy the other's Confidential Information on request
• Fees accrued up to the termination date remain payable
• Sections that by their nature should survive termination (including confidentiality, IP, liability, and governing law) will continue to apply

11.1 Best efforts

We will use reasonable skill and care to deliver the Services in line with industry best practice. We will work towards the goals agreed in your Order Form and reporting cadence.

11.2 No guarantee of results

Search and AI Search performance depends on many factors outside our control, including market conditions, competitor activity, the ranking and answer-generation systems of search engines and AI providers, the third-party sources those systems draw on, your product and pricing, your website, what you choose to publish, and your sales process. We do not guarantee specific rankings, positions, impressions, citations, mentions, inclusion in any AI answer, traffic, leads, conversions, revenue, or pipeline outcomes. Any forecasts, projections, benchmarks or examples we share are illustrative and not commitments.

11.3 Probabilistic outputs

Generative AI systems are probabilistic: the same prompt can produce different answers at different times, and different systems answer differently again. We measure visibility by repeated sampling across multiple systems and report pooled results with confidence labels. A sampled result is a measurement of likelihood at a point in time. It is not a statement that a given answer will be produced for any particular user, and it is not a representation that a position is stable or reproducible.

11.4 We do not control AI outputs

We do not control what any search engine or AI system says about you. Those systems may describe you inaccurately, attach the wrong attributes to you, omit you, or recommend a competitor, and may do so from third-party sources neither party controls. We will identify such occurrences within the prompts we monitor and advise on the sources that appear to be driving them. We have no ability to compel any provider to change, correct or remove an answer, and we are not liable for the content of any answer.

11.5 Search and AI provider changes

Search engines and AI providers regularly change their ranking systems, answer formats, crawler policies, features and pricing, sometimes without notice. We will adapt the Services as reasonably required, but we are not liable for the impact of those changes on your visibility or performance.

11.6 Dependence on publication

Much of the value of the Services depends on recommendations being implemented and content being published. Where they are not, we remain entitled to our Fees and are not responsible for the resulting performance.

11.7 Other warranties

Except as expressly set out in these Terms, all other warranties, conditions, and representations (whether express or implied) are excluded to the fullest extent permitted by law.

12.1 Client Materials

You own and retain all rights in your Client Materials. You grant us a non-exclusive licence to use Client Materials for the purpose of delivering the Services.

12.2 Deliverables

Subject to payment of Fees, you own the audits, reports, prompt sets, content briefs, keyword roadmaps and other written work product created specifically for you under the Services ("Deliverables"), excluding the underlying methodology, scoring models and prompt-generation logic, which remain ours under 12.3. We assign to you all rights in the Deliverables on full payment of the relevant Fees.

12.3 Our IP

We retain all rights in our methodologies, frameworks, internal tools, templates, dashboards, software, and know-how, including Scalux OS and any improvements developed in the course of delivering the Services. Nothing in these Terms transfers ownership of our IP to you.

12.4 Aggregate and anonymised data

We may use anonymised, aggregated performance and visibility data from your account to improve our Services and internal tooling, provided no such data identifies you or your customers.

12.5 Feedback

If you provide suggestions, ideas, comments, or feedback about the Services or our internal tools ("Feedback"), you grant us a perpetual, irrevocable, worldwide, royalty-free licence to use that Feedback for any purpose, including to improve our Services and develop new products. We are not obliged to act on Feedback or compensate you for it.

12.6 Marketing references

With your prior written consent (which may be given by email), we may identify you as a client and use your name and logo on our website, in pitch materials, and in case studies.

Each party agrees to keep confidential any non-public information disclosed by the other in connection with the Services ("Confidential Information"), including pricing, strategy, customer data, financials, and product roadmaps. Each party will protect the other's Confidential Information using the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

Confidential Information may only be used for the purposes of delivering or receiving the Services, and may only be disclosed to employees, contractors, and advisers who need to know it and are bound by equivalent obligations.

These obligations continue for 3 years after termination of the Services. They do not apply to information that is publicly available, independently developed, or required to be disclosed by law (in which case the disclosing party will be notified where lawful).

The parties' respective roles and obligations regarding personal data are set out in our Privacy Policy and the Data Processing Agreement (DPA) entered into between us as part of onboarding.

In summary:

• Where we process personal data within your Client Systems on your behalf — for example analytics data, Search Console data, or CRM records used to connect search and AI visibility to pipeline — we act as a data processor and you are the data controller.
• Where we process personal data about you and your representatives for our own purposes (e.g. account administration, billing), we act as a data controller.

The DPA governs our processor obligations and takes precedence over these Terms in respect of personal data processing.

15.1 Uncapped liability

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

15.2 Excluded losses

Subject to Section 15.1, neither party is liable for: loss of profits, loss of revenue, loss of business, loss of anticipated savings, loss of goodwill, loss of data, or any indirect or consequential losses, however arising.

15.3 Cap on liability

Subject to Sections 15.1 and 15.2, each party's total aggregate liability arising out of or in connection with these Terms — whether in contract, tort (including negligence), or otherwise — is limited to the total Fees paid by the Client in the 3 months immediately preceding the event giving rise to the liability.

15.4 Visibility outcomes

For the avoidance of doubt, we are not liable for lost, reduced or absent rankings, citations, mentions, impressions or traffic; for the content of any answer produced by a third-party AI system; or for the commercial outcomes of content you publish.

You will indemnify and hold us harmless against any third-party claims, losses, or damages arising from:

• Your breach of these Terms
• The legality or accuracy of your products, services, website, or Client Materials
• Content you publish, including content produced from our briefs and recommendations, and any claim that it infringes a third party's rights or is misleading
• Your violation of applicable laws, or of a search engine's or AI provider's published policies

We will indemnify you against third-party claims that the Deliverables (excluding Client Materials and any modifications made by you or third parties) infringe a third party's intellectual property rights, provided you notify us promptly and let us control the defence and any settlement.

We may suspend the Services on written notice if:

• An invoice is more than 14 days overdue
• You materially breach these Terms and have not remedied the breach within a reasonable time
• Continued delivery would expose us to legal, regulatory, or search-policy risk

Suspension does not relieve you of the obligation to pay Fees during the suspension period unless we have terminated the Services.

Neither party is liable for any failure or delay in performance caused by events outside its reasonable control, including acts of God, war, terrorism, civil unrest, government action, strikes, internet, search engine, AI provider or platform outages, pandemic, or any third-party infrastructure failure. The affected party will use reasonable efforts to mitigate the impact and resume performance as soon as possible.

19.1 Notices

Notices under these Terms must be sent by email to the addresses set out in the Order Form (or, for Scalux, to vivek@scalux.ai) and are deemed received the next business day.

19.2 Assignment

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

19.3 Subcontracting

We may subcontract any part of the Services. We remain responsible for the performance of our subcontractors.

19.4 No partnership

Nothing in these Terms creates a partnership, joint venture, agency relationship, or employment relationship between the parties.

19.5 Third party rights

A person who is not a party to these Terms has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.

19.6 Severability

If any provision is held invalid or unenforceable, the rest of these Terms will remain in effect.

19.7 Waiver

A failure or delay by either party to enforce any provision of these Terms is not a waiver of that provision or of the right to enforce it later. A waiver of any breach is not a waiver of any subsequent breach.

19.8 Entire agreement

These Terms, the Order Form, the Privacy Policy, and any DPA constitute the entire agreement between the parties and supersede all prior agreements, representations, and understandings.

19.9 Variation

Any variation must be in writing and agreed by both parties (email is sufficient).

19.10 Governing law

These Terms are governed by the laws of England and Wales.

19.11 Jurisdiction

The courts of England and Wales have exclusive jurisdiction to settle any dispute arising out of or in connection with these Terms, except that we may bring proceedings to enforce payment in any jurisdiction where you have assets.

For any questions about these Terms, contact:

Email: vivek@scalux.ai

These terms were last reviewed on 26 September 2026.