Terms of Service

Effective date: December 25th 2025  ·  Governing law: England and Wales

1. About these Terms

1.1 These Terms of Service (the "Terms") set out the basis on which Deep Trovian ("we", "us", "our") supplies the Deep Axion product line — including the Axion Appliance (hardware bundled with pre-loaded software) and software-only licences — to customers ("you", "your").

1.2 By placing an order with us or with an Authorised Dealer, by connecting to our website at deep-axion.com, or by installing, activating or using any Deep Axion product, you agree to these Terms.

1.3 These Terms should be read together with (a) our Licence Agreement, which governs your rights to use the Deep Axion software itself, and (b) our Privacy Policy, which explains how we handle personal data. Where there is any conflict between these Terms and the Licence Agreement, the Licence Agreement prevails for software use; these Terms prevail for commercial, warranty and website matters.

2. Definitions

• "Authorised Dealer" means a person or entity we have designated in writing as a reseller of Deep Axion products.
• "Axion Appliance" means the Apple Mac Mini hardware unit supplied by us or an Authorised Dealer, pre-loaded with the Software.
• "Consumer" means an individual acting for purposes that are wholly or mainly outside that individual's trade, business, craft or profession (as defined in the Consumer Rights Act 2015).
• "Dealer Channel" means any transaction between an Authorised Dealer and an end customer. In such transactions, the Authorised Dealer is the supplier of record to the end customer; these Terms bind the Authorised Dealer's relationship with us.
• "Product" means any Axion Appliance, software licence, annual support plan, annual update plan, or any other deliverable we or an Authorised Dealer supplies under these Terms.
• "Software" has the meaning given in the Licence Agreement.

3. Your relationship with us

3.1 Direct customers. Where you purchase directly from us, a contract of sale (for hardware) and a licence (for Software) is formed between you and Deep Trovian.

3.2 Dealer-channel customers. Where you purchase from an Authorised Dealer, your commercial contract (including price, delivery, installation and first-line support) is with the Authorised Dealer, not with us. The Licence Agreement is nevertheless entered directly between you and us on first activation of the Software. Any warranty claim in relation to the Software may be escalated from the Authorised Dealer to us; hardware warranty claims are handled as described in clause 8.

3.3 Business customers only. We supply our Products primarily to businesses (including AV integrators, yacht operations, hotels and corporate IT). Where you are a Consumer, additional statutory rights apply and are not excluded or restricted by these Terms. Clauses headed "Business customers only" do not apply where you are a Consumer.

4. Placing an order

4.1 Orders are placed by email to [email protected] (direct) or [email protected] (dealer channel), or by such other method as we may publish from time to time. Orders submitted via our website at deep-axion.com are a request to purchase and are not accepted until we issue a written order confirmation.

4.2 All orders are subject to (a) our acceptance, which is at our discretion; (b) availability of hardware stock; (c) verification of your identity and, for dealer channel, of your dealer status; and (d) satisfactory completion of any applicable compliance screening (including sanctions screening under clause 15).

4.3 We reserve the right to refuse any order without giving reasons, including where the order appears intended for resale outside the Authorised Dealer programme, for unauthorised redistribution, for use in a sanctioned jurisdiction, or for any purpose inconsistent with these Terms or the Licence Agreement.

5. Price and payment

5.1 Prices for direct customers are quoted in Pounds Sterling (GBP) or Euros (EUR) at our discretion. All prices are exclusive of VAT, shipping, installation labour and any applicable duties, unless expressly stated otherwise.

5.2 Payment terms for all direct customers (UK and international) are pro-forma: full payment by bank transfer or such other method as we accept in writing, in advance of shipment. We do not offer credit terms and we do not accept credit card for hardware orders above our published threshold.

5.3 Dealer-channel terms (minimum order quantities, price schedules, payment terms, returns policy) are set out in the executed Authorised Dealer Agreement and take precedence over this clause 5 to the extent of any conflict.

5.4 Promotional pricing. Where we publish time-limited promotional pricing for a specific market segment, the promotional price applies only to orders confirmed and paid in full before the stated deadline. After the deadline, the then-current list price applies.

5.5 All prices are fixed on order confirmation. Subsequent changes to list prices do not affect accepted orders. We reserve the right to increase annual plan renewal fees with at least 30 days' written notice before the renewal date.

6. Delivery and risk

6.1 We ship Axion Appliance hardware to the delivery address stated on the order confirmation. Standard lead time for direct shipments is up to 10 business days from cleared payment; expedited shipping may be available on request.

6.2 Title to hardware passes to you on our receipt of full payment. Risk passes to you on delivery to the carrier (EXW or FCA, depending on the Incoterms stated on the order confirmation).

6.3 International shipping: you are responsible for all import duties, customs clearance, broker fees and local taxes in the destination country. We will provide standard shipping documentation and a commercial invoice on request.

6.4 If hardware is damaged in transit or the shipment is short, you must notify us in writing within 7 days of delivery, retaining the packaging for inspection. We will work with the carrier to resolve the claim and, at our option, replace the damaged unit or refund the affected portion of the order.

6.5 We are not responsible for delivery delays caused by events beyond our reasonable control, including without limitation carrier disruption, customs delay, acts of public authority, strikes, or force majeure events (see clause 16).

7. Installation and configuration

7.1 Axion Appliances are supplied pre-configured with the Deep Axion Software service auto-starting on boot and with a sample rule set loaded. Typical installation is under 60 minutes and requires a single trunk-port connection on a managed switch with IGMP snooping enabled.

7.2 Installation labour at your premises, network scoping, rule configuration, dealer handover, training and ongoing system administration are not included in the base product price unless expressly stated in writing. Direct customers may request installation support on a time-and-materials basis, or may engage an Authorised Dealer.

7.3 You are responsible for the suitability of your network infrastructure (including switch VLAN configuration, IGMP snooping enablement, trunk port capacity, and inter-VLAN routing where required for complementary services such as captive portal or user authentication). Our pre-sale scoping is advisory; final responsibility for network design rests with you or your chosen integrator.

8. Hardware warranty

8.1 Apple Mac Mini hardware shipped as an Axion Appliance is covered by the manufacturer's standard hardware warranty provided by Apple Inc. Where we are the importer of record, we pass through the full benefit of that warranty to you.

8.2 We additionally warrant that the Axion Appliance will be delivered to you in good working order, free of material cosmetic damage, and with the Software correctly pre-loaded and activated against a valid Licence Key. If you notify us within 30 days of delivery that the appliance fails to meet this warranty, we will, at our option, repair, replace or refund the appliance.

8.3 The warranty in clause 8.2 does not apply to (a) damage caused by misuse, accident, power surge, liquid ingress, unauthorised modification or failure to follow published installation instructions; (b) wear and tear; or (c) any issue arising from software, firmware, configuration or rule sets subsequently changed by you or a third party.

8.4 Dealer-channel customers: hardware warranty is handled by your Authorised Dealer as first point of contact. The Authorised Dealer may escalate to us for spares or replacement stock under the terms of the Authorised Dealer Agreement.

9. Software, updates and support

9.1 Your use of the Software is governed by the Licence Agreement. Key points (not exhaustive, see the Licence Agreement for the full terms):

• The licence is perpetual but non-transferable and hardware-bound.
• Updates, upgrades, and priority support are included for the first twelve (12) months from first activation.
• After the first 12 months, an optional Annual Plan extends updates and support.
• Without an active Annual Plan, the Software keeps working on your current version; you lose access to new major/minor releases and priority support queue.

9.2 Support scope. Priority support covers (a) defect reports against currently-supported releases; (b) licence re-issuance for legitimate hardware replacements; (c) configuration advice for standard deployment topologies; and (d) escalation of suspected security issues. Priority support does not cover bespoke engineering, custom feature development, integration with bespoke third-party systems, or on-site attendance (which is available on a separate engagement).

9.3 Support hours. UK business hours, Monday to Friday, excluding UK public holidays. We target an initial response to priority support requests within four (4) business hours. Resolution times vary by issue complexity.

9.4 We may publish end-of-life schedules for specific software versions with at least twelve (12) months' advance notice. After end-of-life, we are under no obligation to provide bug fixes, security patches or support for the affected version.

10. Annual plans

10.1 Where you purchase an Annual Plan, it is invoiced in advance, in full, for a 12-month term. Annual Plans auto-renew for further 12-month terms unless either party gives written notice of non-renewal at least 30 days before the renewal date.

10.2 Benefits of an active Annual Plan:

• Entitlement to all minor and major Software version updates released during the term.
• Priority support with an SLA of 4 business hours to first response.
• Licence re-issuance at no charge for hardware replacement (subject to retirement of the previous hardware).
• Advance notice of breaking changes and end-of-life schedules.

10.3 Annual Plans are tied to the Hardware Fingerprint of the Licensed Hardware. They are not portable to additional units without a commercial adjustment.

10.4 We will issue written invoice at least 30 days before the renewal date. Non-payment of the renewal invoice by its due date results in automatic lapse of the Annual Plan at the end of the then-current term.

11. Right to cancel and returns

11.1 Consumers in the UK and EU: statutory cancellation rights under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 (as amended) apply. You have the right to cancel an order within 14 days of receipt of the hardware, for any reason, subject to returning the Product in its original packaging in substantially unused condition. Refunds are processed within 14 days of our receipt of the returned Product.

11.2 Business customers — direct sales. Business customers may return an Axion Appliance within 30 days of receipt for refund or exchange, subject to the Product being returned in substantially unused condition with the Software activation invalidated by us. A restocking fee of 15% of the Product price may apply. The return-shipping cost is borne by the customer unless the return arises from our breach of clause 8.

11.3 Business customers — dealer channel. Returns are handled under the terms of the Authorised Dealer Agreement.

11.4 No refund is available for:

• Annual Plan fees after the renewal date has passed (pro-rata refund is not offered).
• Software-only licences that have been activated and subsequently cancelled by the licensee, unless as a remedy under clause 8 or the Licence Agreement.
• Custom engineering, bespoke integration work or paid-for scoping engagements that have been delivered or commenced.

12. Your responsibilities

You agree that you will:

• (a) use the Products only for their intended purpose and in accordance with these Terms, the Licence Agreement and the Documentation;
• (b) keep the Software and Licensed Hardware physically and logically secure, and not permit unauthorised access;
• (c) apply security updates within a reasonable time after we publish them;
• (d) not use the Products in a manner that interferes with the operation of any third-party network you do not own or control;
• (e) maintain back-ups of your rule sets, configuration and licensing details;
• (f) comply with all applicable laws in your jurisdiction, including without limitation data-protection, telecommunications, network-security, export-control and sanctions laws;
• (g) notify us promptly if you discover a suspected security vulnerability in the Software and not disclose it publicly until we have had a reasonable opportunity to investigate and issue a patch (responsible disclosure); and
• (h) not use the Products to compete with us, to benchmark against our competitors for public comparison, or to build a competing product.

13. Warranties and limitation of liability

13.1 Nothing in these Terms excludes or limits any liability that cannot be excluded or limited under applicable law, including without limitation liability for death or personal injury caused by negligence, liability for fraud, liability under Part I of the Consumer Protection Act 1987, or any statutory right that applies where you deal as a Consumer (including rights under the Consumer Rights Act 2015).

13.2 Subject to clause 13.1, the warranties expressly given in clauses 8 and 9 of these Terms and in the Licence Agreement are the only warranties we provide. All other warranties, conditions and representations, whether express, implied, statutory or otherwise, are excluded to the maximum extent permitted by law.

13.3 Subject to clauses 13.1 and 13.4, our total aggregate liability to you under or in connection with these Terms, the Licence Agreement, any order or any Product supplied — whether arising in contract, tort (including negligence), breach of statutory duty, misrepresentation, restitution or otherwise — shall not exceed the total fees actually paid by you for the relevant Product in the twelve (12) months immediately preceding the event giving rise to the claim, or £5,000, whichever is the lesser.

13.4 Subject to clause 13.1, in no event shall we be liable for any loss of profits, loss of revenue, loss of contracts, loss of business, loss of anticipated savings, loss of data, loss of reputation or goodwill, business interruption, or any indirect, special, incidental, consequential or punitive damages.

14. Indemnification

14.1 You shall indemnify, defend and hold harmless Deep Trovian against any third-party claim, demand, suit, proceeding, loss, damage, cost or expense (including reasonable legal fees) arising out of or relating to (a) your breach of these Terms; (b) your use of the Products in violation of applicable law; (c) any third-party claim arising from your network or your other deployed software where that third party claims to have been affected by your deployment of our Products; or (d) any claim by an end customer of yours (where you are an Authorised Dealer or integrator) to the extent such claim is not a direct product defect for which we are liable under clause 8 or the Licence Agreement.

14.2 Our limited indemnity regarding third-party intellectual property claims is set out in the Licence Agreement, clause 11.2.

15. Sanctions and export control

15.1 You represent and warrant that you are not, and that your ultimate beneficial ownership is not, subject to UK, EU, US or UN sanctions, and that you are not located in, or a national or resident of, any country subject to comprehensive sanctions.

15.2 You shall comply with all applicable export-control laws, including without limitation the UK Export Control Act 2002 and secondary legislation, and shall not export, re-export, transfer or make available any Product, directly or indirectly, to any person, entity or country where such transfer is prohibited.

15.3 We reserve the right to suspend or cancel any order, and to terminate any active agreement with immediate effect, if we determine on reasonable grounds that performance would or may violate any applicable sanctions or export-control regime.

16. Force majeure

16.1 Neither party is liable for any delay or failure to perform any obligation under these Terms (other than an obligation to pay money already due) to the extent caused by events beyond its reasonable control, including without limitation acts of God, war, terrorism, civil commotion, government action, pandemic, strike or other industrial action, failure of public telecommunications networks, or component-supply disruption.

16.2 A party affected by a force majeure event shall notify the other party as soon as practicable, describing the event and its anticipated effect on performance. If the event persists for more than 60 days, either party may terminate the affected order on written notice, with a pro-rata refund of any fees prepaid for undelivered Products.

17. Termination

17.1 We may terminate any contract with you, suspend delivery of any outstanding order, and withdraw Software Licence Keys, with immediate effect on written notice, if (a) you fail to pay any sum due and do not remedy that failure within 14 days of a reminder; (b) you materially breach these Terms or the Licence Agreement and, where the breach is capable of remedy, fail to remedy it within 30 days of written notice; (c) you become insolvent; (d) you attempt to reverse engineer, redistribute or circumvent the Software as described in the Licence Agreement clause 4; or (e) applicable law requires us to do so.

17.2 Clauses that by their nature should survive termination do so, including without limitation clauses 12, 13, 14, 15, 17.2, 18 and 19.

18. Governing law and jurisdiction

18.1 These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales.

18.2 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any such dispute or claim.

19. General

19.1 Entire agreement. These Terms, together with the Licence Agreement, the Privacy Policy, any executed Authorised Dealer Agreement, and any order confirmation we issue to you, constitute the entire agreement between the parties and supersede all prior proposals, representations, understandings or agreements relating to the subject matter.

19.2 No reliance. You acknowledge that in entering into these Terms you do not rely on, and shall have no remedy in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) not expressly set out in these Terms.

19.3 Changes to these Terms. We may update these Terms from time to time. The version in force at the date of your order confirmation applies to that order. We will publish the current version at deep-axion.com/terms and provide at least 30 days' notice of any material change to existing customers with active Annual Plans.

19.4 Assignment. You may not assign your rights or obligations under these Terms without our prior written consent. We may assign these Terms to any successor entity in connection with a merger, acquisition or sale of substantially all of our assets.

19.5 Severability. If any provision of these Terms is held to be invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid provision shall be replaced with a valid provision that comes closest to reflecting the original intent.

19.6 No waiver. Failure or delay by either party in exercising any right or remedy under these Terms does not constitute a waiver of that right or remedy.

19.7 Third-party rights. A person who is not a party to these Terms has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term.

19.8 Notices. Notices to us must be in writing and sent to [email protected] (or, until that address is operational, [email protected]).

20. Contact

• Commercial and sales enquiries: [email protected]
• Dealer-channel: [email protected]
• Legal notices: [email protected] (or, transitionally, [email protected])
• Privacy: [email protected] (or, transitionally, [email protected])

End of Terms of Service.