Venakis Terms of Service

What this covers: the rules for using Venakis booking software, what you pay, what happens if something goes wrong, and how either of us can end the arrangement. Takes effect on 30 September 2026. Version 1.0.

In this document, "we", "us" and "our" mean Felix Venus, trading as Venakis.

These terms are written for business customers. If you want to know how personal data is handled, read the Privacy Policy. If you want to know what we commit to on support and availability, read the Service Level Agreement. If you want to know how to get your data out, read Data Ownership and Exit. All four documents work together and Annex A below is the data processing agreement required by data protection law.

1. Who you are contracting with

Venakis is a trading name of Felix Venus, a sole trader registered in England.

There is no limited company behind Venakis. One person writes the software, runs the servers and answers the support email. We say this in the first section on purpose, because it shapes almost everything below, and because you should know it before you sign up rather than during an incident.

Governing law and courts are set out in section 20.

2. Business customers only

Venakis is sold only to businesses, for business use. By subscribing you confirm that you are buying for the purposes of your trade, business or profession, and not as a consumer.

In plain terms: consumer law gives individuals extra rights, including a 14 day right to change their mind. Those rights do not apply here, because this is a business to business contract. At signup you will be asked to give your business name, confirm business use, and give your VAT number if you have one.

3. What you are buying

You are buying a subscription to a service, not a copy of software. Nothing in these terms transfers ownership of the software to you.

Plans (all prices per month, excluding VAT):

There is no setup fee. There is no commission on bookings taken through the service.

The size figures are a guide, not a cap. The locations, staff and bookings figures published for each plan describe the size of business it is priced for. If you grow past them, nothing stops working: we will tell you and agree a move to the next plan with you, and the price changes only once you have agreed it.

The dedicated backend is set up by arrangement, within 5 working days of your order.

Bespoke builds are quoted separately in writing. Where a bespoke build is supplied, these terms apply to it as well, plus whatever is written in the signed quotation. If the two conflict, the quotation wins for that build.

What "the Service" means, precisely. The Service is the Venakis booking application, the customer facing booking pages we provide for you, and the administration interface. It does not include: your own internet connection or devices; third party services you connect to Venakis; anything we label as beta, preview or pilot; or bespoke work not described in your plan. This definition matters because the Service Level Agreement is measured against it.

4. Your account

You are responsible for everything done through your account, including by your staff. Keep credentials private, do not share logins between people, and tell us promptly if you think an account has been compromised.

You are responsible for the accuracy of the appointment, availability and pricing information you put into the Service. We do not check it.

5. Payment

• Fees are billed monthly in advance by card through Stripe, on the anniversary of your start date.
• All prices are quoted excluding VAT. VAT will be added at the prevailing rate where it applies. We are not currently VAT registered; once we are, VAT will be added to invoices from that date. If the VAT rate changes, the amount you pay changes with it.
• If a payment fails we will tell you and try again. If fees remain unpaid 14 days after the due date we may suspend your access after giving you written notice. If they remain unpaid 30 days after the due date we may terminate.
• Suspension for non payment does not reduce or pause what you owe, and is not a breach of these terms by us.
• Late payment carries interest and reasonable recovery costs under the Late Payment of Commercial Debts (Interest) Act 1998.
• Fees already paid are not refunded when you cancel part way through a paid month, except where these terms or the Service Level Agreement say otherwise.

6. Price changes

During a committed term the price is fixed. If you are on a monthly rolling plan, we may change the price on 30 days' written notice, and you may cancel before the new price takes effect. If you are on a 12 month term, the price is fixed for that term.

At renewal. We may increase the price for the next term by no more than CPI over the preceding 12 months plus 2 percentage points, and by no more than 7% in any year. We will tell you in writing at least 60 days before the renewal date. If you do not want the increase, you may give notice within 14 days of our price notice to end the subscription at the renewal date, and you pay nothing more.

In plain terms: the price can rise with inflation and a little more, never by more than 7% a year, and you always find out in time to leave instead.

Adding seats, locations or the dedicated backend add on is charged at the then current rate for those items and is not a price increase for this purpose.

CPI means the Consumer Prices Index published by the Office for National Statistics. We do not use RPI, because the ONS no longer treats it as a proper statistic.

7. Service levels

Availability and support commitments are in the Service Level Agreement, which forms part of these terms. Service credits and the termination right described there are your sole and exclusive remedy for failure to meet the availability commitment.

In plain terms: if the service is down more than the SLA allows, you get credits, and if it keeps happening you can leave for free. You cannot instead sue us for the bookings you lost during that downtime. That trade is deliberate and it is why the credits exist.

8. Changes to the Service

We will keep improving the Service and will sometimes change how parts of it work. We commit not to materially reduce core booking functionality during a term you have paid for.

If we intend to withdraw a feature you use, we will give you at least 60 days' notice by email, and will tell you what replaces it.

Features labelled beta, preview or pilot are provided as they are, with no availability commitment and no liability beyond what the law requires.

9. Acceptable use

You must not use the Service:

• for anything unlawful, or to store content that is unlawful, infringing, obscene or harassing;
• to harass, mislead or spam your own clients;
• to impersonate anyone;
• to probe, scan or attack the Service, to scrape it, to get round rate or seat limits, to share credentials, to reverse engineer it, or to publish benchmarks of it;
• to resell it, sublicense it, run it as a bureau service for other businesses, or white label it, without our written agreement;
• as the system of record for clinical, safeguarding or other regulated records, unless we have confirmed in writing that it is suitable for that;
• to store card numbers or card security codes in free text fields such as appointment notes.

Sectors we cannot support. Adult services, gambling, and any activity requiring a regulated clinical or financial audit trail that Venakis does not provide. If you are unsure whether your sector is in scope, ask before you sign up.

Messaging volumes. Reminders are included at the volumes normal for your plan. If your sending grows well beyond that, we will tell you, and any extra charge applies only once you have agreed it in writing.

Enforcement. For serious, unlawful or security threatening use we may suspend your account or a specific feature immediately and without notice. For anything less serious we will tell you what the problem is and give you a reasonable chance to fix it. Breach of this section is a material breach. We have no obligation to monitor what you do in the Service, but we may look when there is a reason to.

10. Messages to your clients: your responsibility

The Service sends confirmations, reminders and, if you enable it, marketing messages to your clients.

You confirm and agree that:

• you are the controller of your clients' personal data;
• you have a lawful basis for every message you send or schedule;
• for marketing messages you hold and can evidence valid consent, or a valid soft opt in, under the Privacy and Electronic Communications Regulations 2003;
• you honour opt outs promptly;
• you keep marketing content and service content separate, and understand that adding a promotional line to a booking confirmation turns the whole message into marketing.

A warning worth reading. Many of your own clients, and many small businesses you might market to, count as individual subscribers under PECR even though they are businesses. Sole traders and most unincorporated partnerships do. "They are a business" is not a defence.

You will indemnify us against claims, regulatory action and third party complaints arising from messages you send or schedule through the Service, except to the extent caused by our own failure to send them as instructed. This indemnity is not subject to the cap in section 12.

We may suspend messaging on your account if complaint or bounce rates put the sending domain at risk.

11. Who owns what

We own the Venakis software, the platform, the documentation, the design and look and feel, and every improvement to them. You get a non exclusive, non transferable right to use the Service for your own business during your subscription, and nothing more.

You own your content and your data. Specifically:

• Customer Content means what you put in and control: your branding, service descriptions, prices, templates, notes and documents.
• Customer Data means the records that run through the Service: your clients' identities and contact details, appointments, transactions and usage records.

You grant us a worldwide, royalty free, non exclusive licence to host, store, copy, transmit, display, technically adapt and process your Content and Data solely to provide, secure and support the Service, including through the sub processors named in the Privacy Policy, for your subscription term plus the retention window in Data Ownership and Exit. Nothing more.

Your client list is yours. UK law recognises a separate "database right" in a compiled list of records. You are the maker and sole owner of any database right in your Customer Data and your client records. To the extent we ever acquire any such right in them, we assign it to you. We reserve database right in our own aggregated and anonymised datasets.

Aggregated and anonymised data. We may produce and use aggregated, irreversibly anonymised statistics about how the Service is used, to improve it. No customer and no individual will be identifiable, and we will not sell such data as a product. Pseudonymised data is not anonymised, and we do not treat it as if it were.

Feedback. If you send us suggestions, we may use them freely, perpetually and without payment, and you licence us to do so. We are not obliged to use any of it. If we ever need a formal assignment of a suggestion, we will ask you to sign one.

12. Limits on our liability

This is the most important section in the document for both of us. Read it.

12.1 What we never limit. Nothing in these terms limits or excludes our liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for anything else that cannot lawfully be limited.

12.2 What you can still claim. If we breach this contract you may claim your direct losses, including lost bookings and lost revenue that flow directly from the breach, up to the cap in 12.4.

In plain terms: many software contracts exclude lost revenue. For booking software that would exclude the only loss you could ever suffer, which is neither fair nor, we are advised, safe drafting. So lost bookings stay claimable, and the cap is what protects us.

12.3 What is excluded. We are not liable for: indirect or consequential loss; loss of profit, revenue or business that is indirect rather than a direct result of the breach; loss of goodwill or reputation; anticipated savings; claims made against you by third parties; or loss or corruption of data to the extent it could have been avoided by you using the export facility described in Data Ownership and Exit.

12.4 The cap. Our total liability to you, in aggregate across all claims under or in connection with this contract, whether in contract, negligence or otherwise, is limited to the greater of:

• (a) the total fees you paid us in the 12 months immediately before the first event giving rise to the claim; and
• (b) £25,000.

"In aggregate" means one cap for everything, not one cap per claim.

12.5 Why these numbers. The fees reflect this allocation of risk. At these prices we cannot carry unlimited exposure, and as a sole trader, any liability above the cap falls on Felix Venus personally. If your business needs a higher cap, ask: we will quote a higher fee for a higher cap rather than pretend the risk is free.

12.6 Intellectual property. We warrant that we have the right to provide the Service and that, to the best of our knowledge, it does not infringe anyone's intellectual property. If a third party claims it does, we will defend or settle the claim and pay damages and costs awarded against you, up to a maximum of £25,000 in aggregate, provided you tell us promptly, let us run the defence, make no admissions and cooperate. This does not cover claims arising from your own content, your modifications, combining the Service with other products, or using it outside these terms. We may instead modify the Service so it no longer infringes, obtain a licence, or end the subscription and refund fees you have prepaid for time you did not get.

12.7 Data protection. Liability for data protection breaches sits inside the cap in 12.4. Nothing in this contract affects the separate rights an individual has against either of us under data protection law, or the Information Commissioner's powers.

13. Confidentiality

Each of us will keep the other's confidential information private, use it only for this contract, and protect it as carefully as our own. This does not apply to information that is public, that we already had, or that we must disclose by law. This obligation continues for three years after the contract ends. Your Customer Data is confidential without limit of time.

14. How long the contract lasts, and how it ends

Monthly plans renew month to month. Either of us may end the subscription with effect from the end of the current paid month, by written notice. No notice period is required.

12 month plans renew for successive 12 month terms unless either of us gives written notice at least 30 days before the renewal date. You cannot cancel a 12 month term early for convenience: a committed term means committed fees.

Either of us may end the contract immediately if the other commits a material breach and has not put it right within 30 days of written notice, or commits a material breach that cannot be put right, or becomes insolvent or ceases to trade.

You may also end the contract immediately in the circumstances set out in the Service Level Agreement (repeated availability failures) and in Data Ownership and Exit (the death or incapacity of Felix Venus, or Venakis ceasing to trade).

On termination: your right to use the Service ends; you can still export your data for the window set out in Data Ownership and Exit; fees accrued up to termination fall due; and sections 11, 12, 13, 15, 20 and Annex A survive.

15. Publicity

We will not name you as a customer, use your logo, or publish a case study about you without asking you first and getting your agreement in writing.

16. Suspension

Besides suspension for non payment (section 5) and for unacceptable use (section 9), we may suspend the Service where we reasonably believe there is a security risk, a legal obligation to do so, or a risk of harm to other customers. We will tell you why as soon as we reasonably can, and restore service as soon as the reason has gone.

17. Force majeure

Neither of us is liable for failure to perform caused by something outside our reasonable control. If it lasts more than 30 days, either of us may end the contract by written notice.

18. Notices

Notices under these terms must be in writing and sent by email: to you at the address on your account, and to us at help@venakis.com. Email notices are treated as received on the next working day after sending. Notice of a claim under section 12 must also be sent by post to the trading address above.

19. Other terms that matter

• Entire agreement and non reliance. These terms, the Service Level Agreement, Data Ownership and Exit, the Privacy Policy, Annex A and your order form or quotation are the whole agreement. Neither of us relies on any statement not written in them. This does not limit liability for fraud or fraudulent misrepresentation.
• Order of precedence. If documents conflict: a signed quotation or order form first, then Annex A on anything about personal data, then these terms, then the Service Level Agreement, then Data Ownership and Exit, then the Privacy Policy.
• No third party rights. Only you and Venakis can enforce this contract. Nobody else can, including your clients. The Contracts (Rights of Third Parties) Act 1999 does not apply.
• Assignment. You may not transfer this contract without our written agreement. We may transfer it if we sell or transfer the Venakis business, and Data Ownership and Exit explains what that would mean for you.
• No partnership. Nothing here makes us partners, or makes either of us the other's agent.
• Severance. If any part of these terms is unenforceable, the rest still applies.
• Variation. We may change these terms for a future term, or on 30 days' notice for monthly plans. If a change is materially to your disadvantage, you may end the subscription before it takes effect without penalty. We will not change the terms of a term you have already paid for except where the law requires it.

20. Law and courts

These terms are governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction.

Annex A: Data processing terms

These terms are the written contract required by Article 28 of the UK GDPR. They apply whenever we process personal data on your behalf. They are binding on both of us without a separate signature, which Article 28(9) expressly permits, because it allows the contract to be in electronic form. If your insurer, professional body or procurement process needs a countersigned copy, email help@venakis.com and we will provide one.

If anything in these data processing terms conflicts with the rest of the contract, these terms win on matters of personal data.

A1. Roles

For the personal data your clients' records contain, you are the controller and we are the processor. For your own account, billing, authentication, support and marketing data, we are the controller and the Privacy Policy explains what we do with it. We cannot be both for the same processing, and our systems keep the two apart.

A2. The processing, described

If your business is health adjacent, for example physiotherapy, counselling, dentistry, aesthetics or podiatry, appointment records may be special category health data. Tell us at signup if that is the case, because it changes how we must handle it.

A3. Our instructions

We will process your clients' personal data only on your documented instructions. Your instructions are: these terms, the documented functionality of the Service, and anything else you tell us in writing, including by email. If the law requires us to process it otherwise, we will tell you first unless the law forbids that.

If we think an instruction you give us breaks data protection law, we will tell you immediately.

A4. Confidentiality

Only Felix Venus has access, and is bound by confidentiality. If we ever engage staff, contractors or temporary help with access to your data, they will be bound by written confidentiality obligations before they get access, and we will tell you first.

A5. Security

We will take appropriate technical and organisational measures to keep your clients' data secure, as Article 32 requires. The current measures are listed in the Privacy Policy and in the security documentation at venakis.com. This obligation applies to us directly under the law, not only through this contract.

A6. Sub processors

You give general written authorisation for the sub processors named in the Privacy Policy. Before we add or replace one, we will tell you by email and publish the change at least 30 days in advance, and you may object in writing during that period.

If you object on reasonable data protection grounds we will try to find an alternative. If we cannot, you may end the subscription for the affected service and we will refund fees you have prepaid for time you will not get. We cannot give you a veto over the hosting, email and payment providers the Service depends on, because without them there is no Service. That is a limit of this arrangement and we would rather state it than hide it.

We impose data protection obligations on each sub processor that are equivalent to these, and we remain fully liable to you if a sub processor fails to meet them.

A7. Helping with your clients' rights

We will help you respond to requests from your clients to see, correct, delete, restrict, port or object to the use of their data. The primary way we do this is by giving you self service tools in the Service, so you are not waiting on us while your own one month deadline runs.

If a client contacts us directly, we will not answer the substance. We will tell them to contact you, and tell you it happened.

A8. Helping with security, breaches and assessments

We will help you meet your obligations on security, breach reporting, data protection impact assessments and prior consultation, so far as the information is in our hands.

If there is a personal data breach affecting your clients' data, we will tell you without undue delay and in any event within 24 hours of becoming aware of it. We will tell you what happened, what data and roughly how many records are affected, what the likely consequences are, and what we are doing about it, and we will keep you updated. Reporting to the Information Commissioner is your decision and your obligation, not ours, because you are the controller.

A9. Deletion and return

At the end of the contract we will delete or return your clients' personal data, at your choice, and delete existing copies, unless the law requires us to keep them. The timings, formats and backup lag are set out in Data Ownership and Exit. We will give you a written confirmation of deletion if you ask.

A10. Information and audits

We will give you the information you reasonably need to show that we are meeting these obligations, and will allow and contribute to audits and inspections.

In the first instance we will answer a written security questionnaire or provide our security documentation, which for a business of this size is usually enough. If you need more, you may audit once in any 12 months, on 30 days' written notice, during support hours, at your own cost, using an auditor who is not a competitor of ours and who signs a confidentiality agreement. If a regulator requires an audit, these limits do not apply.

A11. International transfers

The Service is hosted in Frankfurt, but some of our suppliers are established in the United States, which means personal data is transferred outside the UK. The Privacy Policy names each supplier, where it is established, and the legal transfer mechanism used. Because we chose the suppliers and initiate those transfers, the transfer risk assessments are our responsibility, not yours. We will keep them current and show them to you on request.

A12. Nothing here reduces our own legal duties

Neither of us is relieved of our own direct obligations under data protection law by anything in this Annex.