Terms of Service

These Terms of Service ("Terms") form a binding agreement between Nemexio Ltd ("Nemexio", "we", "us", "our"), and the business that registers for or uses the Service ("Customer", "you", "your").

By creating an account, clicking to accept, starting a free trial or using any part of the Service, you confirm that you have read, understood and agree to these Terms, our Privacy Policy and the Data Processing Terms incorporated into it. If you accept on behalf of a company or other organisation, you confirm you have authority to bind it.

If you do not agree to these Terms, you must not use the Service.

In these Terms:

• "Service" means the Nemexio web application, website, APIs, integrations, reminder engine, statutory deadline calculator, dashboards and any related features, documentation and support we provide.
• "Account" means the account you create to access the Service, and "Authorised User" means any individual you permit to use your Account.
• "Customer Data" means all data, content and information you or your Authorised Users submit to the Service or that we import on your instructions, including invoices, applications for payment, notices, projects, contact details of your own customers and payers, and synchronised accounting records.
• "Debtor" means any third party (including a main contractor, client, employer or customer) from whom you seek payment through the Service.
• "Reminder" means any email or other communication generated or sent through the Service to a Debtor on your behalf.
• "Integration" means a connection between the Service and a third-party product such as Xero, QuickBooks, Sage or FreeAgent.
• "Subscription" means your paid plan for the Service, and "Subscription Period" means the monthly or annual billing period applicable to it.
• "Business Day" means a day other than a Saturday, Sunday or public holiday in England.

The Service is provided exclusively for business purposes. You confirm that you are acting in the course of a trade, business, craft or profession and not as a consumer. Consumer protection legislation that applies only to consumers does not apply to these Terms to the extent permitted by law.

You must be at least 18 years old and legally capable of entering into contracts. The Service is designed for businesses operating in the United Kingdom; if you use it elsewhere you are responsible for compliance with local laws.

You may use the Service to remind other businesses and private individuals ("Consumer Debtors") of genuine sums owed to you for goods, work or services you supplied. You must not use it for any debt arising under a regulated credit agreement (including consumer credit, hire, finance or loans), or any debt that is statute-barred, disputed in bad faith, already paid or otherwise not lawfully owed. Additional rules for Consumer Debtors are set out in the section "Private customers".

You must provide accurate, current and complete information when registering and keep it up to date. You are responsible for all activity carried out under your Account, whether or not authorised by you.

You must keep login credentials confidential, use strong passwords, enable any available additional security features, and notify us without undue delay if you suspect unauthorised access. Social sign-in (Google or Microsoft) is subject to the terms of those providers.

You are responsible for ensuring that your Authorised Users comply with these Terms and for promptly removing access for anyone who should no longer have it.

We may refuse registration, or require verification of your identity or business, where reasonably necessary to prevent fraud, abuse or breach of law.

Nemexio helps you track payments, statutory notice deadlines, retentions, variations and final accounts, and sends automated Reminders to your Debtors in your name. Features available to you depend on your plan.

Deadline calculations are based on the information you provide (including contract type, application dates and notice dates) and on default rules derived from the Housing Grants, Construction and Regeneration Act 1996 (as amended), the Scheme for Construction Contracts, standard JCT and NEC provisions, and the Late Payment of Commercial Debts (Interest) Act 1998. Your specific contract may contain different or additional terms that the Service cannot know about unless you enter them.

Any figures shown on our website are illustrative calculations based on stated assumptions. They are not a guarantee, forecast or promise of any amount you will recover.

We may add, change or remove features from time to time. Where a change materially reduces the core functionality of a paid Subscription, we will give you reasonable prior notice and, if you object, you may cancel and receive a pro-rata refund of prepaid fees for the unused period.

Mandate: when you tick the authorisation box during onboarding (or accept it on your dashboard), you appoint Nemexio to send payment reminders by email to your Debtors on your behalf. We record the date and time (server timestamp), the wording version and the email address of the person who accepted. You may withdraw this authorisation at any time by switching off automatic reminders or closing your Account.

How reminders are sent: every Reminder is sent from Nemexio's authenticated email domain, shows your business name as the sender ("[Your business] via Nemexio"), carries your business name in the subject line, opens by stating that it is written on your behalf, identifies the invoice, the amount and (where provided) the work carried out, and closes by stating that it was sent by Nemexio, a payment reminder service, which is not a debt collection agency. Nemexio never presents itself as you, a solicitor, a court or an enforcement agent.

Tone and frequency: templates are neutral and informational. They never threaten legal action, credit listing or referral to collectors. Business Debtors receive at most 4 Reminders at least 7 days apart; Consumer Debtors at most 3 Reminders at least 10 days apart. Automatic Reminders are sent only on Business Days and only for lines that are overdue, not paused, not disputed and not subject to a Pay Less Notice.

Reminders are sent in your name and on your instructions. You, not Nemexio, are the creditor. You are solely responsible for the content, accuracy, timing, recipients and legal consequences of every Reminder, including those generated from templates we provide.

Before enabling Reminders you must ensure that:

• each amount chased is genuinely and lawfully due, correctly calculated and not the subject of a valid Pay Less Notice, settlement, set-off or dispute you are aware of (unless the Reminder addresses that position accurately);
• the recipient email address belongs to the Debtor or a person authorised to receive payment correspondence for it;
• you have a lawful basis under data protection law to process the Debtor's contact details and to send them payment communications;
• any claim for statutory interest or fixed compensation is permitted under the contract and the applicable law;
• the tone and frequency of Reminders are proportionate and do not amount to harassment, threats, misrepresentation or unfair pressure.

Nemexio is not a debt collection agency, does not act as your agent in any legal proceedings, and does not take any step to recover debts other than sending the communications you configure. Nemexio does not carry on any activity regulated by the Financial Conduct Authority.

You can pause, edit or stop Reminders at any time. It is your responsibility to mark invoices as paid, disputed or paused promptly, and to keep your Integration connected so that payment status stays current. We are not liable for Reminders sent because payment status was not updated in time.

Email delivery depends on third-party email infrastructure and the recipient's systems. We do not guarantee that any Reminder will be delivered, opened, read, or not treated as spam. Sending from a custom domain may require you to configure DNS records we specify.

When you chase a Consumer Debtor through the Service, the following rules apply in addition to the rest of these Terms:

• You must mark the line as a private customer and describe the work or service supplied; that description, the invoice reference and the exact amount appear in every Reminder.
• The amount chased must be the sum actually invoiced. No interest, late payment fee, administration charge or compensation may be added. The Late Payment of Commercial Debts (Interest) Act 1998 does not apply to consumers and the Service never mentions it to them.
• At most 3 Reminders are sent per invoice, at least 10 days apart, by email only. Nemexio does not telephone, text, visit or otherwise contact Consumer Debtors.
• Nemexio does not negotiate discounts, instalment plans or settlements, does not advise Consumer Debtors on their finances and does not collect payment. Any such discussion is between you and your customer directly.
• You must stop Reminders promptly if the customer disputes the work in good faith, tells you they are in financial difficulty or vulnerable, or asks to be contacted another way.
• You remain responsible for compliance with the Consumer Rights Act 2015, the Digital Markets, Competition and Consumers Act 2024 (unfair commercial practices), section 40 of the Administration of Justice Act 1970 and data protection law in relation to your customers.

Nemexio does not carry on any activity regulated by the Financial Conduct Authority. If you need to pursue a debt beyond these reminders, you should take independent advice.

Statutory references, legal-position labels (for example "notified sum", "no Payment Notice" or "retention overdue"), templates, articles and any other information provided through the Service are general information only. They do not constitute legal, financial, tax or professional advice and do not create a solicitor-client or advisory relationship.

Construction payment rights depend on the precise wording of your contract, the facts of each case and the current state of the law. You should obtain independent legal advice before relying on any position shown by the Service, serving any notice, suspending works, referring a dispute to adjudication or commencing proceedings.

We may offer a free trial of a paid plan. Unless stated otherwise, the trial lasts 14 days, and no charge is taken during it. If you have provided payment details, your paid Subscription will start automatically at the end of the trial unless you cancel before it ends.

We may limit trial usage, change or withdraw trial offers, or refuse a trial where we reasonably suspect abuse (including repeated trials by the same business).

You agree to pay the fees for your chosen plan as displayed at the time of purchase. Fees are payable in advance for each Subscription Period and are stated exclusive of VAT, which will be added at the applicable rate.

Each plan includes a maximum number of invoices that may be in active chasing at the same time. An invoice counts towards this limit from the day it becomes overdue until it is paid or handed over. Each business pays for its own Subscription; accountants and bookkeepers who refer or support a business are not charged.

Where your customer pays an invoice through a Nemexio payment link, a success fee of 5% (Snapshot and Solo), 4% (Growth) or 3% (Pro+) of the amount paid is deducted from that payment, in addition to our payment provider's processing fees. The fee is charged once per successful card payment, on the amount actually received, plus VAT where applicable. It is refunded if the payment is refunded in full; a payment reversed after a lost card dispute carries no success fee. No success fee applies to payments made by any other means, including payments outside the platform.

Payments are processed by our payment provider (Stripe). By providing a payment method you authorise us and our payment provider to charge all fees due, including recurring Subscription fees, until you cancel.

If a payment fails, we may retry the charge, notify you, and after 14 days' notice suspend access to paid features until payment is received. We may charge interest on overdue amounts under the Late Payment of Commercial Debts (Interest) Act 1998.

We may change our prices by giving at least 30 days' notice before the start of your next Subscription Period. If you do not agree to the change, you may cancel before it takes effect.

Except where required by law or expressly stated in these Terms, fees are non-refundable and there are no refunds or credits for partial periods, unused features or downgrades.

Subscriptions renew automatically for successive periods of the same length unless cancelled. You can cancel at any time from your account settings or by contacting us; cancellation takes effect at the end of the current Subscription Period, and you keep access until then.

Downgrading may cause loss of features, capacity or data associated with the higher plan. It is your responsibility to export any data you need before downgrading.

You are responsible for the accuracy, quality, legality and completeness of Customer Data, including contract types, dates, amounts and notice status. The Service's outputs are only as reliable as the data you provide.

You must maintain your own records of all contractual documents and notices. The Service is not a document archive of record and must not be your only copy of any contract, notice or evidence.

You are responsible for obtaining all consents, rights and permissions needed for us to process Customer Data and to connect to your accounting software.

You must not, and must not permit anyone else to:

• use the Service to send unsolicited marketing, spam, or any message that is not a genuine payment communication about a debt owed to you;
• send content that is defamatory, threatening, abusive, harassing, discriminatory, obscene, misleading or otherwise unlawful, or that impersonates any person, court, solicitor, enforcement agent or public authority;
• falsely state or imply that legal proceedings have been issued, that enforcement action is imminent, or that a debt has been assigned when it has not;
• upload malware, or attempt to probe, scan, test the vulnerability of, or breach any security or authentication measure;
• access the Service by automated means (scraping, bots) except through APIs we make available, or place unreasonable load on our infrastructure;
• reverse engineer, decompile, copy, frame, mirror, resell, sublicense or create derivative works from the Service except as permitted by law;
• use the Service to build a competing product or for benchmarking published without our consent;
• use the Service in breach of any applicable law, including data protection, anti-bribery, sanctions, money laundering and electronic communications laws.

We may remove content, block Reminders or suspend Accounts that we reasonably believe breach this section.

When you connect an Integration, you authorise us to access, retrieve and, where the feature requires it, update data in that third-party service on your behalf, within the permissions you grant. You can disconnect at any time.

Third-party services are governed by their own terms and privacy policies. We do not control and are not responsible for their availability, accuracy, changes to their APIs, or any loss caused by them. If a provider withdraws or changes access, we may have to modify or discontinue the Integration.

Names and logos of third-party products are trademarks of their respective owners and are used only to identify compatibility. Their use does not imply endorsement or partnership.

As between you and us, you own all Customer Data. You grant us a worldwide, non-exclusive, royalty-free licence to host, copy, process, transmit and display Customer Data solely to provide, secure, support and improve the Service and as otherwise instructed by you.

For personal data within Customer Data you are the controller and we are your processor. The Data Processing Terms set out in section "Data we process on your behalf" of our Privacy Policy form part of these Terms and satisfy Article 28 UK GDPR.

We may create aggregated, de-identified data from use of the Service (for example average days-to-pay across the platform) provided it does not identify you, any individual or any Debtor. We own such aggregated data.

You are responsible for maintaining appropriate backups of Customer Data you consider important.

We and our licensors own all rights, title and interest in and to the Service, including software, design, text, templates, calculation logic, trade marks and the Nemexio name and logo. Except for the limited right to use the Service under these Terms, no rights are granted to you.

Subject to your compliance with these Terms and payment of fees, we grant you a non-exclusive, non-transferable, non-sublicensable right during your Subscription to access and use the Service for your internal business purposes.

Reminder templates we provide may be used and adapted by you for sending through the Service during your Subscription.

If you provide suggestions, ideas or feedback, you grant us a perpetual, irrevocable, royalty-free right to use it for any purpose without obligation to you.

Each party will keep confidential all non-public information disclosed by the other that is marked as confidential or would reasonably be regarded as confidential, will use it only to perform or exercise rights under these Terms, and will protect it with at least reasonable care.

These obligations do not apply to information that is or becomes public through no fault of the recipient, was lawfully known to the recipient beforehand, is independently developed, or must be disclosed by law, court order or a regulator (in which case, where lawful, the recipient will give prior notice).

We aim to keep the Service available 24/7 but do not guarantee uninterrupted or error-free operation. Planned maintenance will, where practicable, be scheduled outside UK business hours and announced in advance.

Support is provided by email during UK business hours. Response times depend on your plan and are targets, not guarantees.

We warrant that we will provide the Service with reasonable skill and care. If the Service does not conform to this warranty, your sole remedy is for us to use reasonable efforts to correct the non-conformity or, if we cannot, for you to terminate and receive a pro-rata refund of prepaid fees for the affected period.

Except as expressly stated in these Terms, the Service is provided "as is" and "as available", and all warranties, conditions and terms implied by statute, common law or otherwise (including satisfactory quality, fitness for a particular purpose and accuracy) are excluded to the fullest extent permitted by law.

We do not warrant that the Service will result in payment of any debt, that any deadline calculation reflects the terms of your particular contract, or that any Reminder will be delivered or acted upon.

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.

Subject to the paragraph above, neither party is liable, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any: loss of profits; loss of revenue; loss of business or contracts; loss of anticipated savings; loss of goodwill or reputation; failure to recover any debt, retention, interest or compensation; loss arising from a missed or miscalculated contractual or statutory deadline; loss or corruption of data (other than our obligation to restore from our backups where reasonably possible); or any indirect or consequential loss.

Subject to the first paragraph, our total aggregate liability arising out of or in connection with these Terms in any 12-month period is limited to the total fees paid by you to us in the 12 months before the event giving rise to the claim, or £100 if greater.

You acknowledge that the fees reflect this allocation of risk and that the limitations are reasonable given the nature of the Service and the availability of independent legal advice and insurance to you.

You will indemnify and hold harmless Nemexio, its officers, employees and subcontractors from and against all claims, losses, damages, fines, penalties, costs and expenses (including reasonable legal fees) arising from: the content or sending of Reminders you configured; Customer Data; any claim by a Debtor or regulator relating to communications sent on your behalf; your breach of these Terms; or your breach of applicable law, including data protection law.

You may terminate at any time by cancelling your Subscription and closing your Account.

We may suspend or terminate your Account immediately by notice if: you materially breach these Terms and (if remediable) fail to remedy within 14 days of notice; you fail to pay fees when due after the notice period above; you breach the Acceptable Use section; we are required to do so by law or a regulator; or you become insolvent, enter administration, liquidation, a voluntary arrangement or any analogous procedure, or cease trading.

We may also terminate for convenience on 60 days' notice, in which case we will refund prepaid fees for the unused period.

On termination all rights granted to you end, scheduled Reminders stop, and Integrations are disconnected.

You may export your Customer Data for 30 days after termination. After that period we will delete or anonymise Customer Data in line with our Privacy Policy, except where retention is required by law.

Sections that by their nature should survive termination will survive, including those on fees owed, confidentiality, intellectual property, disclaimers, limitation of liability, indemnity and governing law.

Neither party is liable for delay or failure to perform caused by events beyond its reasonable control, including acts of God, flood, fire, pandemic, war, terrorism, riot, government action, strikes (other than of its own workforce), failure of utilities or telecommunications, cyber-attacks despite reasonable safeguards, or failure of third-party hosting, email or accounting providers. If such an event continues for more than 30 days, either party may terminate by notice.

We may update these Terms from time to time. For material changes we will give you at least 30 days' notice by email or in the Service. Continued use after the effective date constitutes acceptance. If you do not accept the changes, you may cancel before they take effect and receive a pro-rata refund of prepaid fees for the unused period.

Notices to us must be sent by email to legal@nemexio.com and by post to our registered office. Notices to you will be sent to the email address associated with your Account. Email notices are deemed received on the next Business Day after sending, unless a delivery failure notification is received.

• Assignment: you may not assign or transfer these Terms without our prior written consent. We may assign them to an affiliate or a successor to our business on notice to you.
• Subcontracting: we may use subcontractors and sub-processors, and remain responsible for their performance.
• Entire agreement: these Terms, together with the Privacy Policy and any order form, are the entire agreement between us and supersede all prior arrangements. Each party confirms it has not relied on any statement not set out in them.
• Severance: if any provision is found invalid or unenforceable, it will be modified to the minimum extent necessary, and the rest will remain in force.
• Waiver: a failure or delay in exercising a right is not a waiver of it.
• Third-party rights: no one other than the parties has any right to enforce these Terms under the Contracts (Rights of Third Parties) Act 1999.
• Relationship: nothing creates a partnership, joint venture, agency or employment relationship between the parties.
• Language: these Terms are made in English, which prevails over any translation.

These Terms and any dispute or claim (including non-contractual disputes) arising out of or in connection with them are governed by the law of England and Wales.

The parties will first try in good faith to resolve any dispute through discussion between senior representatives within 30 days of written notice. Failing that, the courts of England and Wales have exclusive jurisdiction, save that either party may seek urgent injunctive relief in any court of competent jurisdiction.

Nemexio Ltd. Email: legal@nemexio.com.