Customer Agreement

1. The service

Themion is an online platform for last-mile delivery businesses. Depending on your plan it may include the management system (drivers, rota, depots, fleet, finance and compliance), Themion Go and Go+ for drivers, the Driver app and Van Check (together, the "Service").

The modules, limits and prices of your plan are those shown in your account or in an order we agree with you in writing.

If your plan includes Themion Go or Go+ (our app for your drivers' deliveries, navigation and proof of delivery), the Themion Go Terms at themion.app/go-terms also apply. If your plan does not include them, those terms do not apply to you.

We may improve and change the Service. We will not remove a core feature you are paying for without telling you at least 30 days in advance.

2. Accounts and users

You decide who in your business gets access and which role they have. You are responsible for what your users do in the Service and for keeping login details secure.

Tell us at privacy@themion.app straight away if you think an account has been used without permission.

3. Your responsibilities

• Use the Service lawfully and only for your own business.
• Have a lawful basis for the personal data you put into the Service and tell your staff and drivers how their data is used, including GPS tracking while they are on a route.
• Make sure the data you enter is accurate and that you are allowed to share it with us.
• Remind drivers that navigation is guidance only: they must follow the Highway Code and traffic signs and use a phone only in a hands-free way allowed by law.
• Do not try to break into, overload, copy or reverse engineer the Service, or resell it without our written permission.

4. Fees and payment

Fees are charged monthly in advance, in the currency shown in your account. Prices exclude VAT, which will be added when it applies.

Fees that depend on usage (for example, per driver or per depot) are based on the number active in the period, as shown in your account.

If a payment is more than 14 days late, we may suspend the Service after giving you at least 7 days' notice by email. We will restore access once the payment is made.

We may change our prices by giving you at least 30 days' notice. If you do not agree, you can cancel before the new price applies.

5. Term and cancellation

This agreement starts when it is accepted and continues month to month. There is no minimum term.

You can cancel at any time by giving 30 days' written notice to privacy@themion.app or through your account. Fees already paid are not refunded, but the Service stays available until the end of the notice period.

We can cancel by giving you 30 days' written notice. Either party can end the agreement straight away by written notice if the other seriously breaks it and does not fix the breach within 14 days of being asked to, or if the other becomes insolvent.

6. Your data when the agreement ends

For 30 days after the agreement ends you can export your data from the Service, or ask us for a copy at privacy@themion.app.

After those 30 days we delete your data from the live system. Copies in our backups are deleted automatically within a further 90 days. We may keep account and billing records for as long as the law requires (usually up to six years).

7. Data protection

For the personal data you put into the Service, you are the controller and we are the processor. Our Data Processing Agreement, available at themion.app/dpa, applies and forms part of this agreement.

8. Confidentiality

Each party will keep the other's confidential information secret and use it only for this agreement, except where the law requires disclosure. This continues after the agreement ends.

9. Intellectual property

We own the Service, its software and the Themion brand. You get a non-exclusive, non-transferable right to use the Service for your business while this agreement lasts.

You own your data. You give us the right to use it only to provide, secure and support the Service. If you send us ideas or feedback, we may use them freely.

We may use anonymous and aggregated information that does not identify you or any person (for example, how often a feature is used, or which door is correct for an address) to improve the Service.

10. Availability and support

We use reasonable care and skill to keep the Service available and working, but we do not promise it will be uninterrupted or error-free. We may need short maintenance breaks and will try to schedule them outside busy times.

Maps, addresses, routes and arrival times come partly from third-party sources and may be wrong or out of date. Offline features depend on what was saved on the device while it had a signal.

Support is available by email at privacy@themion.app.

11. Liability

Nothing in this agreement limits liability for death or personal injury caused by negligence, for fraud, or for anything else that cannot be limited by law.

Otherwise, neither party is liable for loss of profit, revenue, business or goodwill, or for indirect or consequential loss.

Each party's total liability under this agreement in any 12-month period is limited to the fees paid or payable by the Customer in that period.

You are responsible for claims that arise because you put data into the Service without a lawful basis or used the Service unlawfully.

12. Suspension

We may suspend access, as narrowly as we reasonably can, if it is needed to protect the Service, other customers or people's data, or if required by law. We will tell you why and restore access as soon as the reason has gone.

13. Changes to this agreement

We may update this agreement. We will tell you at least 30 days before a change that affects you applies; if you do not agree, you can cancel before it applies. The version date is shown at the top of this page.

14. General

Neither party is responsible for delays caused by events outside its reasonable control. Notices are given by email to the addresses in your account and to privacy@themion.app. You may not transfer this agreement without our consent; we may transfer it to a company that takes over the Service and will tell you if we do.

This agreement, the Data Processing Agreement and your plan details are the whole agreement between us about the Service. No one else has rights under it. If a part is found invalid, the rest still applies.

This agreement is governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.