Terms and Conditions

Introduction

These Terms and Conditions ("Conditions") set out the general terms on which Aurexus Group Ltd ("Aurexus", "we", "us" or "our") provides services, software, research collaboration and related offerings to clients, partners and customers ("you" or "Client").

These Conditions apply unless superseded by a signed master services agreement, statement of work, licence agreement, pilot agreement or other written contract that expressly takes precedence.

Company Details

Legal name: Aurexus Group Ltd
Company number: 17152745
Registered office: Unit A, 82 James Carter Road, Mildenhall, Bury St. Edmunds, Suffolk, England, IP28 7DE
Website: https://www.aurexus-group.com
Email: admin@aurexus-group.com

Services and Products

Aurexus provides AI engineering, intelligent transformation consulting, applied research and digital platform development. Our product portfolio includes:

BioAegix — flagship healthcare operational ecosystem (https://www.bioaegix.com)
NPTTE PharmaNG — pharmaceutical supply chain intelligence
BeatIQ — intelligent music discovery

Specific deliverables, timelines, fees and service levels are defined in individual statements of work or order forms.

Formation of Contract

A contract is formed when:

You accept a written proposal, statement of work or order form; and
Any agreed deposit or prerequisites are satisfied; and
Aurexus confirms acceptance in writing.

Verbal agreements are not binding unless confirmed in writing by an authorised Aurexus representative.

Client Responsibilities

You agree to:

Provide timely access to information, personnel and systems reasonably required for delivery
Designate an authorised point of contact for decisions and approvals
Ensure you have lawful authority to share data and materials with us
Comply with applicable laws, including data protection and sector-specific regulations
Review and test deliverables within agreed acceptance periods
Maintain appropriate internal governance for use of AI and digital systems

Delays caused by your failure to meet these responsibilities may extend timelines and may incur additional costs.

Fees and Payment

Unless otherwise agreed in writing:

Fees are quoted exclusive of VAT, which will be added where applicable
Invoices are payable within 30 days of the invoice date
Late payments may accrue interest at 4% above the Bank of England base rate per annum, plus reasonable recovery costs permitted by the Late Payment of Commercial Debts (Interest) Act 1998
We may suspend services for overdue amounts after reasonable notice

Fixed-price engagements cover only the scope defined in the applicable statement of work. Out-of-scope work requires a change order.

Intellectual Property

Aurexus background IP

All pre-existing intellectual property, methodologies (including The Aurexus Method™), frameworks, tools, libraries and know-how remain the property of Aurexus.

Deliverables and bespoke development

Ownership and licensing of deliverables are defined in the applicable agreement. Unless otherwise stated:

Aurexus retains ownership of underlying platform components, architecture and reusable modules
Clients receive a licence to use deliverables for internal business purposes as specified in the contract
Open-source components are subject to their respective licences

Client materials

You retain ownership of data, content and materials you provide. You grant Aurexus a licence to use Client materials solely for performing the contracted services.

Data Protection

Each party shall comply with UK GDPR and the Data Protection Act 2018. Where Aurexus processes personal data on your behalf, a data processing agreement will be entered into defining roles, purposes, security measures and subprocessors.

See our Privacy Policy, GDPR Information and Information Security Policy.

Confidentiality

Each party shall keep confidential all non-public information disclosed by the other party, except where disclosure is required by law or authorised in writing. Confidentiality obligations survive termination for a period of five years, or indefinitely for trade secrets.

Warranties

Aurexus warrants that:

Services will be performed with reasonable skill and care by appropriately qualified personnel
Deliverables will materially conform to agreed specifications at the time of acceptance

Except as expressly stated, all services and products are provided without additional warranties, whether express or implied, including implied warranties of merchantability, fitness for a particular purpose or non-infringement.

AI and Professional Judgement

Where our platforms or services incorporate artificial intelligence:

Outputs are intended as decision-support, not autonomous decision-making, unless expressly agreed otherwise
Clients remain responsible for professional judgement, clinical governance and operational accountability
AI features are subject to our Responsible AI Policy and applicable regulatory requirements

Limitation of Liability

Subject to the exclusions below, each party's total aggregate liability arising under or in connection with the contract shall not exceed the total fees paid or payable under the relevant statement of work in the twelve months preceding the claim.

Neither party shall be liable for:

Loss of profits, revenue, goodwill or anticipated savings
Loss or corruption of data (except where caused by failure to implement agreed security measures)
Indirect or consequential loss

Nothing in these Conditions limits liability for death or personal injury caused by negligence, fraud, fraudulent misrepresentation, or any liability that cannot be limited under applicable law.

Indemnity

You shall indemnify Aurexus against claims arising from your unlawful use of deliverables, breach of these Conditions, or provision of inaccurate or unlawful Client materials.

Aurexus shall indemnify you against third-party claims that deliverables (excluding Client materials or third-party components) infringe UK intellectual property rights, subject to prompt notification and cooperation.

Term and Termination

Contract duration is as specified in the applicable statement of work. Either party may terminate for material breach if the breach is not remedied within 30 days of written notice.

On termination:

You shall pay for services performed and committed costs to the termination date
Each party shall return or destroy confidential information as directed
Licences and data return provisions apply as specified in the contract

Force Majeure

Neither party is liable for delay or failure to perform due to events beyond reasonable control, including natural disasters, war, terrorism, pandemic, government action, utility failures or widespread cyber incidents, provided the affected party notifies the other promptly and uses reasonable efforts to mitigate impact.

Subcontracting

We may use subcontractors and subprocessors to deliver services, provided we remain responsible for their performance and data protection obligations are maintained.

Compliance

Both parties shall comply with applicable laws, including the Bribery Act 2010 and Modern Slavery Act 2015. See our Anti-Bribery Policy and Modern Slavery Statement.

Disputes

The parties shall attempt to resolve disputes through good-faith negotiation. If unresolved within 30 days, disputes shall be referred to the courts of England and Wales, which shall have exclusive jurisdiction.

General

Entire agreement: The contract documents constitute the entire agreement and supersede prior discussions
Amendments: Must be in writing and signed by authorised representatives
Assignment: Neither party may assign without consent, except Aurexus may assign to an affiliate or successor in a corporate transaction
Severability: Invalid provisions shall be modified to the minimum extent necessary; remaining provisions continue in effect
No partnership: Nothing creates a partnership, joint venture or agency relationship

Governing Law

These Conditions are governed by the laws of England and Wales.

Contact

Email: admin@aurexus-group.com
Post: Aurexus Group Ltd, Unit A, 82 James Carter Road, Mildenhall, Bury St. Edmunds, Suffolk, England, IP28 7DE