Scope of Agreement, B2B Commercial Nature, & Pre-Launch Disclaimers
PREAMBLE AND OPERATIVE SCOPE: This Master Software-as-a-Service Agreement ("Agreement") constitutes a legally binding contract between NexGen Business Hub CIC ("Company", "we", "us", or "our"), a Community Interest Company incorporated under the laws of England and Wales, and the commercial enterprise or sole trader registering for, accessing, or utilizing the platform ("Customer", "User", or "you"). This Agreement governs all access to and use of the software-as-a-service platform, cloud applications, advice features, and associated digital utilities (collectively, the "Platform").
IMPORTANT NOTICE
This platform is provided strictly for Business-to-Business (B2B) commercial use.
Consumer statutory withdrawal and cooling-off rights do not apply to this service.
Business-to-Business (B2B) Warranty: The Platform is provided exclusively for commercial, business, trade, craft, or professional use. By creating an account or accessing the Platform, you expressly warrant and represent that:
You are acting solely for purposes relating to your trade, business, craft, or profession, and not as a consumer under UK consumer protection legislation;
You possess full corporate or legal authority to bind the Customer entity to the obligations set out herein; and
All registration information supplied to the Company is accurate, current, and complete.
Pre-Launch and Beta Feature Disclaimers: The Company may, from time to time, offer access to pre-release, experimental, or beta functionality ("Pre-Launch Features"). The Customer acknowledges and agrees that:
Pre-Launch Features are made available strictly on an "AS-IS" and "AS-AVAILABLE" basis, without representations, warranties, or indemnities of any kind;
Pre-Launch Features may contain technical bugs, undergo rapid software modifications, or experience sudden service deprecation; and
Security testing, infrastructure probing, or performance benchmarking of Pre-Launch Features is strictly governed by the operational restrictions in Section 1.5.
Tiered Subscription Structures & Consulting Service Terms
COMMERCIAL STRUCTURE AND STATUTORY REVENUE LOCK: Commercial subscription revenues generated under this Agreement directly support the operating budget and community benefit mandate of NexGen Business Hub CIC. Pursuant to Section 35 of the Companies (Audit, Investigations and Community Enterprise) Act 2004 ("CAICE Act 2004"), all financial surpluses derived from commercial subscription tiers and consulting fees are legally bound to be retained within the enterprise or applied directly to further the community interest objectives defined in the Company’s Articles of Association.
The Customer agrees to pay all accrued platform fees in accordance with the billing tier or professional service schedule detailed below:
Plan / Service Tier
Billing Frequency / Basis
Fee Rate (Excl. VAT)
Platform Core Features & Support Access
Tier 1 Subscription
Monthly Recurring
£29.99 / month
Core platform access, base business management tools, standard email support.
Tier 2 Subscription
Monthly Recurring
£49.99 / month
Advanced platform functionality, expanded API usage limits, priority technical support.
Ad-Hoc Consulting
Hourly Rate
£35.00 / hour
Tailored advice, technical setup assistance, and strategic onboarding support.
Financial Terms, Invoicing, and Statutory Taxes
Invoicing & Automatic Processing: Monthly subscription fees are invoiced and collected automatically in advance at the beginning of each billing cycle via payment processors integrated with the Platform.
Ad-Hoc Consulting Terms: Hourly consulting fees are billed in arrears on a 14-day invoice cycle or drawn against an advance retainer as specified in an executed Statement of Work (SOW).
Taxation & Value Added Tax (VAT): Fees are quoted exclusive of Value Added Tax (VAT) and local statutory taxes. VAT shall be added to invoices and payable by the Customer at the prevailing statutory rate under UK tax legislation.
Payment Default: Failure to process automated subscription payments or settle invoices within seven (7) days of the due date shall entitle the Company to suspend access to the Platform without prior liability.
Auto-Renewal, Cancellation, & Statutory Consumer Rights Disclaimer
OPERATIVE BILLING MECHANICS: Automated recurring billing provides operational continuity for the Platform while maintaining total financial transparency.
Automatic Subscription Renewal: Subscriptions automatically renew at the conclusion of each monthly billing cycle for successive equal periods unless formal notice of cancellation is submitted by the Customer in accordance with Section 1.3(2). Renewal charges shall be processed against the designated payment mechanism at the then-current plan fee.
Cancellation Procedure: The Customer may terminate subscription auto-renewal at any time via the self-service portal within the Platform dashboard (Account Settings -> Billing & Subscriptions -> Cancel Subscription). To prevent automated billing for the subsequent cycle, cancellation must be executed at least twenty-four (24) hours prior to the expiry of the active billing period. Access shall persist through the remainder of the pre-paid billing term.
Exclusion of Statutory Consumer Withdrawal Rights: Under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, non-business consumers are afforded statutory 14-day cancellation and "cooling-off" rights. Because this Agreement is executed strictly on a B2B basis:
Statutory consumer cancellation rights, withdrawal rights, and cooling-off periods do not apply to this commercial Agreement;
Digital performance of the Platform services commences immediately upon account activation and initial payment authorization; and
All subscription payments made under this Agreement are non-refundable once digital performance has commenced.
AI Operational Disclaimers, Third-Party Model Integrity, & No-Training Warranties
OPERATIVE AI GOVERNANCE CLAUSE: The Platform incorporates advanced algorithmic and generative artificial intelligence tools powered by external Application Programming Interfaces (APIs).
AI OUTPUT DISCLAIMER
Information generated by platform AI tools constitutes operational guidance only.
It DOES NOT constitute legal, financial, tax, or professional advice.
Operational Boundaries & API Integration
Vendor Engine Architecture: Algorithmic advice features on the Platform are executed via secure third-party API integrations with OpenAI OpCo, LLC and Anthropic PBC.
Informational Guidance Disclaimer: AI-generated suggestions, text outputs, or strategic summaries are compiled via automated probabilistic processing. They are provided solely for general operational guidance and do not constitute formal legal, tax, accounting, regulatory, or financial advice.
Customer Verification Obligation: The Customer assumes full operational and legal risk for reviewing, validating, and verifying all AI-generated outputs prior to commercial execution or reliance.
Strict No-Training Warranty
The Company legally warrants and guarantees that all Customer data, prompt inputs, operational context, and generated outputs processed through our integrated OpenAI and Anthropic API connections:
Shall NEVER be utilized, retained, or reviewed by the Company or its AI sub-processors to train, retrain, reinforce, or refine public or proprietary foundation models; and
Shall be processed in a transient, ephemeral manner solely to generate and transmit real-time programmatic responses to the Customer's active session.
Platform Availability, User Content, Smoke-Testing Indemnification, & Liability Caps
OPERATIVE RISK ALLOCATION TERMS: To safeguard the operational stability and asset lock of NexGen Business Hub CIC, the following uptime commitments, license grants, security restrictions, and financial caps govern all service delivery.
Platform Availability & Maintenance
Service Levels: The Company endeavors to maintain high availability for the Platform, but does not warrant that access will be uninterrupted, error-free, or completely secure.
Maintenance Windows: Scheduled system updates are executed during off-peak windows with advance portal notification. Unannounced operational emergency maintenance may be executed when required to mitigate critical security vulnerabilities.
Exclusions: Service unavailability resulting from force majeure events, widespread internet infrastructure disruptions, upstream telecommunication failures, or Customer software incompatibility falls outside the Company's operational liabilities.
User Content License Grant
Ownership: The Customer retains all right, title, and intellectual property interest in and to all proprietary text, data, financial records, and operational assets uploaded to the Platform ("User Content").
Limited License Grant: The Customer grants the Company a worldwide, non-exclusive, royalty-free license to host, store, process, display, and transmit User Content strictly to the extent required to provide Platform services and consulting support under this Agreement.
Security Boundaries & Smoke-Testing Indemnification
Prohibited Security Probing: The Customer shall not execute, or permit third parties to execute, unauthorized vulnerability scans, penetration tests, automated data scraping, or infrastructure "smoke-testing" against the Platform.
Indemnification Obligation: The Customer agrees to defend, indemnify, and hold harmless NexGen Business Hub CIC, its directors, officers, employees, and agents against all third-party claims, liabilities, losses, damages, fines, and legal fees arising out of or in connection with:
User Content uploaded to the Platform that infringes third-party IP rights or violates privacy laws; or
Any unauthorized security testing, infrastructure probing, or denial-of-service activity originating from the Customer’s credentials or infrastructure.
Statutory Limitation of Liability
LIMITATION OF LIABILITY CAP
Aggregate liability is strictly capped at fees paid in the three (3) months
preceding the event giving rise to the claim. Statutory exceptions apply.
Liability Cap: Subject to Section 1.5(2), the total aggregate financial liability of NexGen Business Hub CIC arising out of or in connection with this Agreement—whether in contract, tort (including negligence), breach of statutory duty, misrepresentation, or otherwise—shall be strictly limited to the total fees actually paid by the Customer to the Company in the three (3) months immediately preceding the event or claim giving rise to liability.
Statutory Carve-Outs: Nothing in this Agreement shall limit or exclude either party's liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited under the laws of England and Wales.
Governing Law, Jurisdiction, and CIC Statutory Alignment
GOVERNING JURISDICTION AND COMMUNITY ENTERPRISE STATUTORY MECHANICS: This Agreement is governed by the laws of England and Wales and operates in full harmony with the statutory framework of Community Interest Companies.
Governing Law and Forum
This Agreement, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with its subject matter or formation, shall be governed by and construed in accordance with the laws of England and Wales. The parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.
Statutory CIC Alignment & Asset Lock Provisions
Regulatory Compliance: NexGen Business Hub CIC is regulated under the Companies Act 2006, the Companies (Audit, Investigations and Community Enterprise) Act 2004 ("CAICE Act 2004"), and the Community Interest Company Regulations 2005 ("CIC Regulations 2005").
Statutory Asset Lock (CAICE Act 2004 s.35): No commercial or contractual term in this Agreement shall operate to override, alter, or undermine the statutory Asset Lock enforced by the Office of the Regulator of Community Interest Companies.
Asset Disposition & Market Value Requirements: In compliance with the statutory asset lock:
Any transfer of Company assets for less than full market value consideration shall strictly be made only to specified asset-locked bodies (such as a charity or another CIC) or otherwise for the direct benefit of the community, as permitted under the CIC Regulations 2005 or with the explicit consent of the Regulator; and
In the event of solvent dissolution or winding up under the Insolvency Act 1986, members shall receive no more than the paid-up value of any shares held. All residual assets post-creditor satisfaction shall be transferred strictly to another asset-locked body as directed by the Regulator pursuant to Regulation 23 of the CIC Regulations 2005.
Public Reporting & Transparency: In accordance with statutory obligations, the Company files an annual Community Interest Company Report (Form CIC34) with the Registrar of Companies alongside its annual accounts. This report is open to public scrutiny and details director remuneration, stakeholder consultation, asset transfers for less than market value, and community benefit delivery.