Terms of Service

These Terms of Service alongside with the Privacy Policy were created to govern the access and use of the PXM2 Services. The Site www.pxm2.io is owned and operated by NEUROBIT LTD.

These Terms of Service, constitute legally binding agreement between You, as the Customer of the PXM2 Services, and NEUROBIT ltd (may refer to "We", "Our", "Ours" or "Us" in the Terms of Use). If a conflict arises between these Terms of Use or contract made in written between You and Us, provisions of such contract made in written shall prevail.

Please read this Terms of Service carefully as far as it will regulate relations between You and Us in the course of Your use of this Web Site, the System and the Services. By using this Site and The System You agree to be bound by the terms and conditions stated herein. You claim and warrant that You have full legal authority to enter these Terms of Use and to be legally bound by it and that You achieved the age of legal majority under the laws or regulations in Your jurisdiction.

Whereas

(A) NEUROBIT is authorised to operate and provide mobile telecommunication and related services (the Services) under the applicable licences and agreements with the Service Provider.

(B) The Network Operators provide mobile telecommunication services to certain parties including the Service Provider, such services being subject to an agreement (the Service Provider Agreement) between the relevant Network Operator and the Service Provider.

(C) NEUROBIT now wishes, subject to the continued agreement of the relevant Service Provider, to grant the Customer access to the Services under the terms and conditions set out herein.

1. General Interpretation

1.1

In this Agreement the following expressions shall (unless the context otherwise requires) have the following meanings:

Agreement means this agreement (including the schedules attached) as the same may (unless otherwise stated in this Agreement) by agreement between the parties be subsequently amended or varied in accordance with clause 25

Artificially Inflated Traffic means the flow of data to any particular revenue share service which is, as a result or consequence of any activity by or on behalf of any Connection or the Customer, disproportionate to the flow of data which would be expected from good faith commercial practice and usage of the cellular electronic communications network operated by the relevant Network Operator

Authority means any authority to provide an electronic communications network under the Communications Act 2003 or any licence granted to NEUROBIT and/or any Network Operator and/or Service Provider by the Secretary of State under the Wireless Telegraphy Act 1949 (as amended in 1998)

Commencement Date means the date of this Agreement

Connection(s) means an individual access to the Services provided under any Customer Contract, in respect of which a person or entity (the Customer) is liable to pay NEUROBIT for such access.

Data Connection(s) means a Connection that is specifically used to access or transmit data over the Services, including but not limited to internet or mobile data traffic

Proxy Service(s) means the provision of NEUROBIT's services that allow the Customer to access or transmit data via one or more Connections, including Data Connections, as described in the Pricing Guide.

Customer is as defined in the definition of Connection

Customer Contracts means NEUROBIT' contracts with Customers for the Services which the Network Operator and/or Service Provider may require amending from time to time in accordance with clause 19.5(a)

Data Protection Laws means all applicable laws relating to data protection, the processing of personal data and privacy, including without limitation:

• (a) the Data Protection Act 2018;
• (b) the General Data Protection Regulation (EU) 2016/679 (GDPR); and
• (c) the Privacy and Electronic Communications (EC Directive) Regulations 2003 (as may be amended by the proposed Regulation on Privacy and Electronic Communications) (PECR);

and references to Controller, Processor, Data Subjects, Personal Data, Process, Processed, Processing, Processor and Supervisory Authority have the meanings set out in, and will be interpreted in accordance with, such Data Protection Laws

Fair Usage Policy means the fair usage policy set out or referred to in the Pricing Guide

Force Majeure Event means an event beyond the reasonable control of a party including Acts of God, fire, tempest, civil commotion, war (whether declared or not), riot, explosion, actions or omissions of OFCOM, of government (whether local or national) or of BT or of any other public communication services provider

Gateway means any equipment containing a SIM which enables the routing of calls or data (including without limitation, text or picture messages) from fixed apparatus to mobile equipment by establishing a mobile to mobile call or transmission

Group means together a person, its Parent Undertakings, its Subsidiary Undertakings and the Subsidiary Undertakings of any of its Parent Undertakings from time to time

Proxy Charge(s) means the relevant sums of the proxy services specified in the Pricing Guide

Minimum Term means the term of 3 years from and including the Commencement Date

Network Operator(s) means any relevant network operator supplying the relevant Services (directly or indirectly) to the Service Providers and/or NEUROBIT.

Service Provider(s) means any relevant service provider supplying the relevant Services to NEUROBIT

Law Enforcement Authority means any governmental, regulatory, judicial, or law enforcement body, including but not limited to the police, courts, communications regulators, or other authorities, that is authorized by law to request or require NEUROBIT to disclose information about the Customer or their use of the Services.

Operational Data means Personal Data provided or made available by one party to the other which is operationally required for the performance of this Agreement (business and/or personal contact information such as names, email addresses and telephone numbers) relating to that party and/or party's employees or representatives

Parent Undertaking has the meaning given to it in section 1162 of the Companies Act 2006

Payment System(s) those computerised data processing and billing systems established and operated by the relevant Network Operator and/or Service Provider from time to time for the purpose of facilitating (amongst other things) the connection of SIMs to the Systems and billing for Services

Payment Fraud shall include (without limitation):

• (a) theft, fraud and/or deception (whether actual or attempted) in relation to the Systems, the Payment Systems, SIMs and/or the Services and/or
• (b) unauthorised and/or unlawful use (whether actual or attempted) of the Systems, the Payment Systems, SIMs and/or the Services

Pricing Guide means the charges and fees payable by the Customer for the Proxy Services, as published and updated by NEUROBIT in the site from time to time.

Relevant Personal Data means the Personal Data provided to the other party or any members of its Group or generated in the performance of the Services or other obligations under this Agreement, or accessed by a party (including but not limited to Traffic Data)

Service Provider Agreement has the meaning given to it in recital (B)

Service(s) means the proxy services and telecommunications services made available by NEUROBIT to the Customer from time to time, whether provided directly by NEUROBIT or via third-party providers.

SIM a Subscriber Identity Module which contains Connection information and which when used with a device enables access to Services provided by means of the Systems

Subsidiary Undertaking has the meaning set out in section 1162 Companies Act 2006

System(s) means those mobile telecommunications systems which the relevant Network Operator and/or Service Provider is licensed to run and has made available to NEUROBIT

Territory those parts of the United Kingdom in which the relevant Network Operator and/or Service Provider operates the Systems as mobile public telecommunication systems

Traffic Data means any data processed for the purpose of the transmission, routing, switching, conveyance, management, security, and/or billing of a communication over an electronic communications network, including but not limited to source and destination IP addresses, ports, protocols, timestamps, network identifiers, and other metadata necessary for ensuring network operation, security, threat detection, and prevention.

United Kingdom means England, Scotland, Wales, Northern Ireland and the Isles of Scilly, but excluding the Channel Islands and the Isle of Man

Working Days means Monday to Friday (excluding all UK public holidays)

Working Hours means between 9.00am and 5.00pm on a Working Day

VAT means value added tax or other similar tax, charge or levy at the rate applicable from time to time

Year means a 12 month period commencing on the Commencement Date or an anniversary thereof

1.2

Unless we clearly say otherwise, any obligation in this Agreement (including an obligation to "procure" or "ensure") is a direct responsibility of the party agreeing to it.

1.3

Capitalized words have the meanings given to them in clause 1.1 or in the relevant schedule.

1.4

The schedules form part of this Agreement and have the same legal effect as if they were written in the main body. If there is any additional detail in a schedule, it supplements or amends the main terms where relevant.

1.5

Headings are for convenience only and do not affect the meaning of this Agreement.

1.6

References to:

• a "clause" mean a clause in the main body of this Agreement;
• a "schedule" mean a schedule to this Agreement;
• a "paragraph" mean a paragraph in a schedule.

1.7

The term "person" includes individuals, companies, partnerships, governments, public authorities, joint ventures, and other legal entities.

1.8

References to a party include its successors and permitted assigns.

1.9

Words in the singular include the plural and vice versa. Words referring to one gender include all genders.

1.10

References to the Office of Communications (Ofcom) include any replacement or similar regulatory authority with the same powers.

1.11

References to an office holder in a governmental or regulatory body include any successor or equivalent position.

1.12

References to any law or statute include:

• any regulations made under it;
• any law that replaces or re-enacts it (with or without changes); and
• any law that updates, consolidates, or supersedes it.

2. Appointment

2.1

NEUROBIT appoints you (the Customer) as a non-exclusive user of its Services through NEUROBIT's systems. This means we can provide the same Services to other customers.

2.2

You understand that our ability to provide the Services depends on third-party Network Operators and/or Service Providers. If they fail to provide or maintain the Services or systems, NEUROBIT is not responsible for any resulting issues or losses.

3. Services

3.1

During this Agreement, NEUROBIT will use reasonable efforts to provide and maintain the Services. However, we do not guarantee that the Services will always be available, uninterrupted, or error-free.

3.2

In certain situations (for example, where required by law, regulation, a service provider agreement, or during a national emergency), we may:

• give priority access to third parties; or
• suspend Services to you.

Where this happens, we will give as much notice as reasonably possible (although in emergencies, notice may not be possible). We will not be liable for any interruption or suspension in these circumstances.

3.3

We will use reasonable efforts to ensure that any Network Operator or Service Provider delivers Services with reasonable skill and care.

3.4

This Agreement depends on the relevant Network Operator and/or Service Provider maintaining the necessary licences to provide mobile telecommunications services to NEUROBIT. If those licences (or rights under them) are withdrawn or not renewed, and not replaced, NEUROBIT may terminate the affected Services without liability, except for any breaches that occurred before termination.

3.5

Similarly, if NEUROBIT loses the right to operate its systems or provide the Services, and those rights are not replaced or renewed, NEUROBIT may terminate this Agreement without liability, except for breaches that occurred before termination.

3.6

We may make reasonable changes to this Agreement (except for termination or renewal terms) if required by law, regulation, or a Service Provider Agreement. We will give you reasonable written notice of such changes.

3.7

Neither the Service Provider nor the Network Operator collects detailed information about your internet browsing or website activity (other than data usage volumes and timing). They do not provide such browsing information to NEUROBIT or to customers.

4. Regulatory Obligations

4.1

You must not use the Services in any way that would cause NEUROBIT, a Network Operator, or Service Provider to break any laws, regulations, licences, guidelines, or official rules. You agree to reasonably cooperate with NEUROBIT to help comply with these obligations.

5. Duration and Termination

5.1

This Agreement starts on the Commencement Date and lasts for the Minimum Term. After that, it continues until terminated by either party:

• You: By giving NEUROBIT at least three months' written notice, effective after the Minimum Term.
• NEUROBIT: By giving you at least three months' written notice, effective at any time.

6. Payment

6.1

You must pay all charges on invoices issued by NEUROBIT, including Proxy Charges.

6.2

Proxy Charges are usually invoiced in advance before the service starts.

6.3

All charges are subject to VAT at the applicable rate (charges in the Pricing Guide do not include VAT).

6.4

Payment must be made via card, bank transfer, or Bitcoin within 5 days of the invoice. Services will not start until full payment is received.

7. Billing

7.1

NEUROBIT will invoice you for each Proxy Service purchased, showing:

• The service purchased
• Service duration
• Charges and fees (excluding VAT)
• VAT
• Total amount due

7.2

Invoices will be sent to the billing address or email you provide.

8. Right Not to Provide Services

8.1

NEUROBIT can suspend or stop providing Services if:

• You commit a material breach and don't fix it within 20 days of notice.
• You commit a serious breach that cannot be fixed.
• You fail to follow obligations in the Pricing Guide.
• The relevant Service Provider Agreement expires, is terminated, or the Network Operator/Service Provider suspends the service.

9. Customer Obligations

9.1

You must use the Services in compliance with all applicable laws and regulations. You must not act in a way that could cause NEUROBIT or its service providers to break any licences, regulatory rules, or legal obligations.

9.2

You must cooperate with NEUROBIT to help it comply with all legal, regulatory, and licence requirements.

9.3

You and anyone using your account ("Connections") must not do anything that could harm people, property, NEUROBIT's systems, payment systems, or materially reduce the quality of the Services.

9.4

You represent and warrant that you will use the Services in accordance with the law and NEUROBIT guidelines, including rules on adult content and protecting minors.

9.5

You must not let any third party resell or provide the Services to others unless explicitly allowed in this Agreement.

9.6

You and your Connections must not:

• Use the Services or systems in any abusive, illegal, fraudulent, or improper way.
• Do anything that impairs the systems or services.
• Generate excessive automated data traffic.
• Cause artificially inflated traffic and must try to detect and prevent it.
• Breach the Fair Usage Policy.
• Act in bad faith or in a way that harms NEUROBIT or service providers.
• Resell or distribute the Services except where expressly permitted.

9.7

You must make reasonable efforts to detect, prevent, and report any of the activities listed above to NEUROBIT as soon as possible.

9.8

NEUROBIT is responsible for:

• Disconnecting you or your Connections if a Network Operator or Service Provider requests it.
• Billing and collecting payments.
• Following Network Operator or Service Provider instructions regarding the activities above.

9.9

You agree to fully indemnify NEUROBIT for any costs, penalties, claims, or liabilities arising from your or your Connections' misuse of the Services, including actions taken by Network Operators or Service Providers. NEUROBIT can recover these amounts by invoicing you, without needing to prove fault or negligence.

10. Force Majeure

10.1

NEUROBIT, Network Operators, or Service Providers are not responsible for failing to meet their obligations under this Agreement if that failure is caused by events beyond their control ("Force Majeure"), except if you fail to pay any amounts due.

11. Liabilities

11.1

Except where this Agreement says otherwise, all warranties or guarantees (express or implied) are excluded to the maximum extent allowed by law. This section sets out the full liability of each party under this Agreement.

11.2

This does not limit liability for:

• Death or personal injury caused by negligence.
• Fraud or fraudulent misrepresentation.
• Any indemnity obligations under this Agreement.
• Breaches of confidentiality or customer data rules.
• Your payment obligations.
• Liabilities that cannot be legally limited.

11.3

You must indemnify NEUROBIT for any costs, claims, or losses from legal actions by you, your Connections, or Network Operators/Service Providers due to your breach of law or regulations, except when caused directly by NEUROBIT's negligence or intentional misconduct.

11.4

If Services are unavailable for more than 12 continuous hours, you may be entitled to a partial credit of the relevant Proxy Charges, provided the outage is not caused by:

• Force Majeure affecting NEUROBIT,
• Your actions, or
• Interruption with third-party telecom systems.

NEUROBIT is only required to provide a credit if the Network Operator reimburses its own business customers. NEUROBIT is not otherwise liable for any other loss or damage.

11.5

NEUROBIT's total liability per year is limited to the lesser of £50,000 or 110% of the charges you paid that year, subject to clause 11.2.

11.6

Your total liability per year is limited to the greater of £50,000 or 110% of the charges you paid or owe that year, subject to clause 11.2.

11.7

NEUROBIT is not liable for any indirect, special, or consequential losses, including but not limited to:

• Loss of revenue, business, or profit
• Loss or corruption of data
• Loss of anticipated savings, contracts, or goodwill

11.8

NEUROBIT is not responsible for fraud, fraudulent traffic, nonpayment, or misuse of Services or Systems by you, your Connections, or third parties.

11.9

You must start any legal action against NEUROBIT within 2 years of the event giving rise to the claim. After that, you cannot make a claim.

12. Suspension of Services

12.1

NEUROBIT can temporarily suspend your access to the Services, or require you to stop using them, if:

• You breach any part of this Agreement, including failing to pay;
• You or your Connections engage in prohibited activity (see clause 9.6);
• You fail or delay unreasonably in addressing payment fraud after being notified;
• A government or regulatory authority instructs NEUROBIT to suspend; or
• A relevant Service Provider Agreement expires or ends.

12.2

NEUROBIT will normally give at least 2 working days' notice to fix the issue before suspending Services. However, immediate suspension may occur without notice if:

• The Services are being seriously affected;
• Delay could damage the systems or Services; or
• Prior notice is not reasonably possible.

13. Termination and Consequences

13.1

NEUROBIT can terminate this Agreement immediately if:

• Any licence to operate the systems expires, is revoked, or terminated without immediate renewal;
• A Service Provider Agreement expires or is terminated;
• You attempt to assign or transfer this Agreement without NEUROBIT's written consent;
• You transfer most or all of your Connections to a third party without required approvals.

13.2

Either party can terminate immediately if the other commits a material breach and fails to remedy it within 30 calendar days of notice (if the breach is fixable).

13.3

You can terminate if Services or system access are completely or mostly unavailable for over 2 months, provided the suspension was not NEUROBIT exercising its rights under this Agreement.

13.4

Payments made in advance are non-refundable, except for set-off rights in clause 6.

13.5

Termination does not affect any rights or claims accrued before termination.

13.6

Upon termination under 13.1, 13.2, or following instructions from a Network Operator/Service Provider, you must give up all rights and benefits under this Agreement within 5 working days of NEUROBIT's written request.

13.7

Provisions that survive termination (including clauses 4, 6, 7, 11, 13, 14, 17, 19.2, 19.3) continue to apply even after the Agreement ends.

13.8

You may only terminate a specific Connection with at least 30 days' written notice, and not before its minimum term ends.

14. Confidentiality and Customer Data

14.1

All business or technical information shared between you and NEUROBIT is confidential unless:

• You give permission to share it;
• It becomes public through no fault of the receiving party; or
• NEUROBIT is required by law, regulatory authority, or a Network Operator/Service Provider to disclose it (only what is necessary).

14.2

NEUROBIT can use data you provide to ensure continuity of Services.

14.3

NEUROBIT will handle your personal data in line with applicable Data Protection Laws. By using the Services, you consent to your personal data being processed for service delivery.

14.4

NEUROBIT may collect:

• Operational Data (account management, billing, orders, customer support)
• Traffic Data (system usage, monitoring, performance, troubleshooting)

14.5

Traffic Data may be used to ensure system operation, security, billing, performance monitoring, incident resolution, and customer support.

14.6

NEUROBIT will process your personal data lawfully and only as needed to provide the Services.

14.7

NEUROBIT may disclose personal data if required by law, court order, privacy authority, or supervisory body.

15. Warranties

15.1

Each party confirms it has the legal right and authority to enter this Agreement.

15.2

You warrant that you will:

• Use the Services only lawfully and in line with this Agreement;
• Not engage in, allow, or facilitate any fraud, illegal, or unauthorized use, including Payment Fraud;
• Notify NEUROBIT promptly if you become aware of actual or suspected fraud or misuse.

15.3

You must prevent any fraudulent or unauthorized use of the Services by third parties and notify NEUROBIT promptly if such activity occurs.

16. Dispute Resolution

If a dispute arises, parties will first try to resolve it in good faith through discussions between senior representatives. If unresolved within 14 days of written notice, either party may take the dispute to the English courts.

17. Governing Law

This Agreement is governed by the laws of England. Both parties agree to the exclusive jurisdiction of the English courts.

18. Variation

18.1

NEUROBIT can make the following changes with at least 30 days' notice (or sooner if required by law or regulation):

• Update the Pricing Guide or charges;
• Make minor, reasonable amendments to the Agreement;
• Make changes required by law or regulatory provisions;
• Update usage guidelines.

18.2

Changes take effect as soon as reasonably practicable after publication by NEUROBIT.

18.3

Any other changes to this Agreement must be in writing and agreed by both parties.

19. Miscellaneous

19.1 Entire Agreement & Representations

This Agreement, is the full agreement between you and NEUROBIT. No other statements or promises have influenced your decision to enter this Agreement.

19.2 Waiver

If NEUROBIT allows a concession or waives a right, it does not prevent NEUROBIT from enforcing its rights later or taking further action.

19.3 Notices

All notices must be in writing. They are considered received:

• When delivered in person during normal business hours, or
• On the third working day after posting if sent by pre-paid first-class or recorded mail.

19.4 Invalidity

If any part of this Agreement is found to be invalid, the rest remains valid and enforceable.

19.5 Service Provider Rights

• If NEUROBIT defaults, the Service Provider can collect unpaid or future charges directly from you.
• If NEUROBIT ceases trading or becomes insolvent, the Service Provider can take over rights under your contracts.
• You authorize the Service Provider to share billing and account information with NEUROBIT solely for providing Services.
• NEUROBIT acts independently and is not an agent of the Service Provider.

19.6 Previous Agreements

These terms apply to all current and future customers and Connections using NEUROBIT's Systems and Services.

19.7 Third Party Rights

• Only NEUROBIT and you have rights under this Agreement. No other person can enforce its terms.
• The Agreement may be changed or terminated without the consent of Network Operators or Service Providers.

20. Entire Agreement

20.1

This Agreement represents the full understanding between you and NEUROBIT and replaces any prior agreements, proposals, or understandings.

20.2

You acknowledge you are not relying on any statements or promises not included in this Agreement.

20.3

You waive any claims for representations outside this Agreement, except in cases of fraudulent misrepresentation.

Services

1. NEUROBIT will use its reasonable endeavors to provision an order on to the relevant Network Operator's network and to carry out any network required adds/moves/changes requested by the Customer.
2. NEUROBIT reserves the right to appoint, replace, or remove Service Providers and/or Network Operators at its sole discretion without prior notice to the Customer.

CONTACT INFORMATION

NEUROBIT LTD
Company Number: SC839102
Registered in Scotland

📧 Legal & compliance inquiries: [email protected]