Terms of Service

1. Parties and acceptance

These Terms of Service ("Terms") form a binding agreement between Vertex Dynamics Ltd ("Vertex Dynamics", "we", "us", "our"), registered in England and Wales, and you ("Customer", "you"). By accessing vertexdynamicslabs.com, requesting early access, or using any Vertex Dynamics software product, you confirm you have authority to bind your organisation to these Terms and agree to be bound by them.

2. Products and access

Vertex Dynamics provides AI agents and ISV software products for the Microsoft D365 ecosystem (collectively, "Products"). All Products are currently in private development or private beta. Access rights:

• Access is granted by written invitation only and is non-transferable.
• Access credentials may be revoked at any time during the stealth/beta period without notice if these Terms are breached.
• Early access users may not publicly disclose Product features, screenshots, benchmarks, or pricing without prior written consent from Vertex Dynamics.
• Access does not constitute any commitment to general availability, pricing, or continued access after the beta period.

3. Licence

Subject to these Terms and payment of applicable fees, Vertex Dynamics grants you a limited, non-exclusive, non-transferable, revocable licence to access and use the Products solely for your internal business operations. Our Products are licensed, not sold. You acquire no ownership of any Product or its underlying technology.

4. Acceptable use

You must not:

• ✗ Reverse-engineer, decompile, or extract source code from any Product
• ✗ Resell, sublicence, or redistribute access to any Product
• ✗ Use Products to train competing AI models
• ✗ Attempt to circumvent any human-approval gate or write restriction in the Products

5. D365 environment access and data

By connecting your Microsoft D365 environment to any Product, you:

• Grant Vertex Dynamics the OAuth permissions documented for that specific Product — no broader access is taken or retained.
• Confirm you have authority to make this connection on behalf of your organisation.
• Acknowledge that all write actions require your explicit approval and are logged in your own D365 audit trail.
• Retain full ownership of all data in your D365 environment at all times.

6. Intellectual property

All Product software, agent logic, ISV code, brand assets, and website content are the exclusive intellectual property of Vertex Dynamics Ltd. Any feedback you provide may be used to improve our Products without obligation or compensation to you.

7. Warranties and disclaimer

Products are provided "as is" and "as available." We do not warrant that Products will be uninterrupted, error-free, or fit for any particular purpose. During the private beta period, Products are provided without any uptime or performance guarantee. All agent outputs are recommendations — you remain solely responsible for any action taken in your D365 environment.

8. Liability

To the maximum extent permitted by applicable law:

• Neither party is liable for any indirect, consequential, special, or punitive damages.
• Vertex Dynamics' total aggregate liability arising out of or related to these Terms is limited to the greater of: (a) the total fees paid by you in the 3 months preceding the claim, or (b) £100.

Nothing in these Terms excludes liability that cannot be excluded by law (including liability for death or personal injury caused by negligence, or fraud).

9. Termination

Either party may terminate access with 30 days' written notice. We may terminate immediately for material breach of these Terms. On termination, your licence ends immediately; provisions that by nature survive termination (IP, liability, governing law) remain in force.

10. Governing law and disputes

These Terms are governed by the laws of England and Wales. Any dispute shall first be referred to senior representatives of both parties for good-faith negotiation (minimum 30 days). If unresolved, disputes shall be subject to the exclusive jurisdiction of the courts of England and Wales.

11. Changes to these Terms

We may update these Terms. For material changes, we will notify you by email at least 14 days before the change takes effect. Continued use of our Products after the effective date constitutes acceptance of the updated Terms.

Legal contact

For legal enquiries: hello@vertexdynamicslabs.com

Vertex Dynamics Ltd — England and Wales