Terms of Service

1. Who We Are

These terms are between you and Virtus Nemeton Ltd, a company registered in England and Wales (Company No. 17181232), with registered address at 24 Dymchurch Avenue, Radcliffe, Manchester, M26 1BB. By accessing our websites or using our services you agree to these terms.

2. Our Services

We provide the following services under these terms:

• Sentinel (virtusnemeton.store) — an AI-assisted equipment maintenance intelligence platform that generates daily maintenance briefs, identifies priority machine issues, and prepares SAP-ready draft notes for human review and approval.
• ApexIndex (apexindex.co.uk) — a business diagnostic and intelligence service.
• Consultancy and training services provided by Virtus Nemeton Ltd.

3. AI Advisory Disclaimer — Important

Sentinel uses artificial intelligence to analyse operational data and generate maintenance recommendations. All AI-generated outputs, including maintenance briefs, priority findings, and SAP-ready draft notes, are advisory only.

• AI outputs must be reviewed and approved by a competent human before any action is taken.
• We do not make automated decisions with legal or significant operational consequences without human oversight.
• Sentinel does not write autonomously to SAP or any other system of record. All proposed SAP actions require explicit human approval.
• You are responsible for verifying the accuracy of all AI-generated outputs before acting on them.
• We are not liable for operational decisions made based on AI outputs without appropriate human review.

4. Licence of Use

Subject to these terms and payment of any applicable fees, we grant you a limited, non-exclusive, non-transferable licence to:

• Access and use our services for your internal business purposes
• Upload operational data to Sentinel for processing into maintenance intelligence
• Download and use outputs generated by Sentinel for internal maintenance management purposes

You may not resell, sublicence, or make our services available to third parties without our written consent.

5. Your Data and Intellectual Property

Your data remains yours. Operational data you upload to Sentinel (machine events, work orders, notes) remains your property. We process it solely to provide the services described.

All software, AI models, generated outputs, methodologies, and platform content are the intellectual property of Virtus Nemeton Ltd or our licensors. Sentinel-generated briefs and recommendations are provided under licence for your internal use only.

6. SAP Integration

If you connect Sentinel to SAP systems via SAP Business Technology Platform (BTP) or other integration tools:

• You are responsible for ensuring appropriate authorisation within your SAP environment.
• Sentinel will only read from SAP (inbound data sync) unless you explicitly approve and manually trigger specific outbound actions.
• We are not responsible for errors arising from incorrect SAP configuration, data mapping, or SAP system behaviour.
• Integration capabilities are subject to SAP's own terms and the SAP PartnerEdge programme conditions.

7. Acceptable Use

You must not use our services to:

• Process personal data without appropriate consent or legal basis under UK GDPR
• Upload data you do not have the right to process or share
• Attempt unauthorised access to our systems or another customer's data
• Disrupt, overload, or attack our infrastructure
• Reverse-engineer our AI models or platform software
• Use outputs to make safety-critical decisions without independent human verification

8. Fees and Payment

Fees are as agreed in your service agreement, pilot agreement, or as published on our website. Payments are processed via Stripe. Unless stated otherwise, fees are exclusive of VAT. We reserve the right to update pricing with 30 days' notice for ongoing subscriptions.

9. Disclaimer of Warranties

Our services are provided "as is". We do not warrant that:

• AI-generated outputs will be accurate, complete, or suitable for any specific operational decision
• Services will be uninterrupted or error-free at all times
• Maintenance recommendations will prevent equipment failure or reduce downtime in every case

Sentinel is a maintenance intelligence tool, not a safety system. It must not be used as the sole basis for decisions affecting personnel safety, regulatory compliance, or critical infrastructure without independent human review and appropriate qualified sign-off.

10. Limitation of Liability

To the fullest extent permitted by English law, our total aggregate liability to you arising out of or in connection with these terms, whether in contract, tort, or otherwise, is limited to the fees paid by you in the 12 months preceding the claim.

We are not liable for: indirect or consequential losses; loss of production, revenue, or profit; loss or corruption of data; or costs arising from operational decisions made without appropriate human review of AI outputs.

11. Confidentiality

Each party agrees to keep the other's confidential information (including operational data, pricing, and technical details) confidential and not to disclose it to third parties without prior written consent, except as required by law.

12. Term and Termination

These terms continue until terminated by either party. Either party may terminate on 30 days' written notice. We may terminate immediately if you breach these terms and fail to remedy the breach within 14 days of notice. On termination, your data will be securely deleted within 30 days.

13. Governing Law

These terms are governed by the laws of England and Wales. Any disputes shall be subject to the exclusive jurisdiction of the courts of England and Wales.

14. Changes to These Terms

We may update these terms. Material changes will be notified by email or prominent notice. Continued use of our services after the effective date constitutes acceptance of the updated terms.

15. Contact