Terms of service

1. Who we are and what this agreement is

Devion is operated by Devion Industries ("Devion", "we", "us", "our"). Devion Industries is a trading name; company registration details will be added to this page on incorporation and their absence does not affect the binding nature of these terms.

These Terms of Service (the "Terms"), together with our Privacy Policy, form a legally binding agreement between you and Devion governing your access to and use of the Devion website, application and services (the "Service"). By creating an account, ticking the acceptance box at signup, or using the Service in any way, you confirm that you have read, understood and agree to be bound by these Terms. If you do not agree, you must not use the Service.

If you use the Service on behalf of a company or other business, you confirm that you have authority to bind that business, and "you" means both you personally and that business.

2. Business use only

The Service is provided solely for use by businesses in the course of their trade. You confirm that you are acting in a business capacity and not as a consumer. Statutory rights and protections that apply only to consumers do not apply to your use of the Service.

3. The Service is decision-support, not advice

Devion analyses the purchase and sales data you upload and produces reports of estimated absorbed supplier-cost increases, together with draft price-adjustment letters. Everything the Service produces is an automated estimate generated from the data you supply. The quality, accuracy and completeness of any output depends entirely on the quality, accuracy and completeness of your data.

Nothing produced by the Service constitutes financial, accounting, tax, pricing, legal or any other form of professional advice, and no output should be relied upon as such. You are solely responsible for every commercial decision you make, including whether to change any price and whether to send any letter. If you need advice, consult a qualified professional.

Parts of the Service (including column mapping, product matching and letter drafting) use artificial intelligence. AI-generated content can contain errors, omissions or inaccuracies. You must review, verify and approve every report figure and every letter before acting on it or sending it. Devion never sends anything to your customers; sending is always your decision and your act.

4. Accounts and eligibility

You must be at least 18 years old and able to form a binding contract. You must provide accurate account information and keep your login credentials secure and confidential. You are responsible for all activity that occurs under your account, whether or not authorised by you. One account represents one business. Notify us immediately at hello@devion.ai if you suspect unauthorised use of your account.

5. Your data and your warranties

You retain all rights in the data you upload. You grant us a non-exclusive, worldwide, royalty-free licence to host, process and analyse that data solely to provide the Service to you, including processing by the third-party providers listed in our Privacy Policy.

You warrant that: (a) you own or are authorised to use and upload all data you provide; (b) your data does not infringe any third party's rights, including intellectual property, confidentiality and data-protection rights; (c) where your data contains personal data, you have a lawful basis to share it with us for processing; and (d) your data does not contain anything unlawful, malicious or harmful.

You are the data controller for the business data you upload; we act as your processor as described in the Privacy Policy. You are solely responsible for maintaining your own copies of your data. The Service is not a backup service.

6. Acceptable use

You must not: (a) use the Service for any unlawful purpose; (b) attempt to gain unauthorised access to any part of the Service, other accounts, or underlying systems; (c) probe, scan, or test the vulnerability of the Service, or interfere with its operation, including by introducing malware or placing unreasonable load on it; (d) copy, resell, sublicense, rent or otherwise commercialise the Service or any output for the benefit of a third party without our written consent; (e) reverse engineer, decompile or extract the source code, models or prompts of the Service except as permitted by law; (f) use the Service to build a competing product; or (g) use automated means to scrape or harvest data from the Service.

We may investigate suspected violations and may suspend or terminate accounts involved in them, without liability to you.

7. Payment and renewals

The Margin Leak Audit is a one-off charge of $129. Devion is also available as a subscription: $99 per month, or $990 per year (a saving equivalent to two months). The subscription renews automatically at the end of each period (monthly or annual) until cancelled, and can be cancelled at any time with effect from the end of the current period. All prices are in USD and include any applicable taxes (the price you see is the price you pay).

If you buy the audit and then start a subscription within 30 days, the $129 you paid for the audit is credited against your first subscription payment (your first month, or your first year).

Payment is processed by Dodo Payments as Merchant of Record. Dodo Payments is the seller of record for your transaction, issues your invoice, and handles payment processing and applicable tax. We do not store your card details.

We may change our prices on notice; changes take effect at your next renewal. If you do not agree to a price change, cancel before it takes effect.

8. Refunds

Margin Leak Audit: because the report is delivered as soon as the analysis runs, the $129 audit is refundable on request only before you have run the analysis. Once the analysis has completed, the audit is non-refundable to the fullest extent permitted by law.

Subscriptions: you can cancel at any time. Your subscription remains active until the end of the period you have already paid for, and is not renewed after that. We do not provide pro-rata refunds for the unused part of a period unless required by law.

Whatever happens with billing, any analyses you have already run and the letters generated from them remain accessible to you.

9. Intellectual property

The Service, including its software, design, branding, prompts, templates and know-how, is owned by Devion or its licensors and is protected by intellectual-property laws. We grant you a limited, non-exclusive, non-transferable, revocable licence to use the Service for your internal business purposes for as long as these Terms remain in force. No other rights are granted.

You own the reports and letters generated for you from your data, and may use them freely in your business. Feedback you give us about the Service may be used by us without restriction or obligation.

10. Third-party services

The Service depends on third-party providers (including hosting, database, AI-model and payment providers). We are not responsible for the acts, omissions or availability of third-party services, and outages or changes on their side may affect the Service. Any link to a third-party site is provided for convenience only and does not imply endorsement.

11. Disclaimers

The Service is provided "as is" and "as available", without any warranty, condition or representation of any kind, whether express, implied, statutory or otherwise, including any implied warranties of satisfactory quality, fitness for a particular purpose, accuracy, availability or non-infringement, all of which are excluded to the fullest extent permitted by law.

Without limiting the above, we do not warrant that: (a) the Service will be uninterrupted, timely, secure or error-free; (b) any report, figure, matching, coverage percentage or letter will be accurate, complete or reliable; (c) acting on any output will produce any particular commercial outcome, recovery, saving or result; or (d) defects will be corrected. You use the Service, and act on its outputs, entirely at your own risk.

12. Limitation of liability

Nothing in these Terms excludes or limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot be excluded or limited under the law of England and Wales.

Subject to that: (a) we shall have no liability whatsoever for any loss of profit, loss of revenue, loss of business, loss of anticipated savings, loss of or damage to goodwill or reputation, loss or corruption of data, business interruption, or any indirect, special or consequential loss or damage of any kind, in each case whether arising in contract, tort (including negligence), breach of statutory duty, misrepresentation or otherwise, even if foreseeable or if we were advised of the possibility of it;

(b) we shall have no liability for any decision you make or action you take in reliance on the Service or its outputs, including any pricing change, any letter you send, any customer response or loss of any customer, or any error in data you uploaded;

(c) our total aggregate liability to you arising out of or in connection with the Service and these Terms, from all claims combined, shall not exceed the total amount you paid to us for the Service in the twelve months immediately preceding the event giving rise to the claim, or one hundred pounds sterling (£100) if you have paid nothing in that period; and

(d) no claim may be brought more than twelve months after the events giving rise to it first occurred.

You acknowledge that the fees for the Service are set on the basis of these exclusions and limitations, which allocate risk between the parties and are fair and reasonable in a business-to-business service of this nature.

13. Your indemnity to us

You will indemnify and hold harmless Devion, its owners, employees and contractors from and against all claims, damages, losses, liabilities, costs and expenses (including reasonable legal fees) arising out of or in connection with: (a) data you upload, including any claim that it infringes a third party's rights or breaches data-protection law; (b) letters or communications you send to your customers; (c) your breach of these Terms; or (d) your unlawful use of the Service.

14. Suspension and termination

You may stop using the Service and delete your data at any time from Settings. We may suspend or terminate your access immediately if you materially breach these Terms, if required by law, if a payment is charged back or unpaid, or if we reasonably suspect misuse. We may also withdraw or modify the Service (in whole or in part) on reasonable notice.

On termination your licence to use the Service ends and we may delete your data after a reasonable period. Sections of these Terms that by their nature should survive termination (including sections 11 to 13 and 16 to 17) survive.

15. Changes to these Terms

We may update these Terms from time to time. The "last updated" date at the top of this page shows the current version. Material changes will be notified in the app or by email. Your continued use of the Service after a change takes effect constitutes acceptance of the updated Terms; if you do not agree, stop using the Service.

16. General

These Terms, together with the Privacy Policy, are the entire agreement between you and us regarding the Service and supersede all prior discussions. If any provision is found unenforceable, it will be modified to the minimum extent necessary (or severed) and the remainder will continue in force. A failure to enforce any provision is not a waiver of it. You may not assign these Terms without our written consent; we may assign them to a successor of our business (including on incorporation of Devion Industries). No third party has rights under these Terms, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise. We are not liable for delay or failure caused by events beyond our reasonable control.

17. Governing law and jurisdiction

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

18. Contact

Questions about these Terms? Email hello@devion.ai.