Tandem Terms of Service

Draft prepared 2026-09-06 for review by a solicitor; not yet in force.

1. Who we are

1.1. Tandem is operated by Numux Tech Ltd ("we", "us"). We are a private limited company registered in England and Wales, company number 15596572. Our registered office is 71-75 Shelton Street, London, England, WC2H 9JQ. VAT number: not yet registered.

1.2. You can reach us at hello@numux.tech. We answer by email.

2. These terms

2.1. These terms are the contract between you and us for Tandem. You accept them when you tick the box at checkout or when you use the service.

2.2. The Privacy Policy and the Refund and Cancellation Policy are part of these terms.

2.3. If you are a consumer, nothing in these terms takes away rights the law gives you that cannot be excluded. Where these terms and those rights differ, the rights win. "Consumer" means an individual acting for purposes that are wholly or mainly outside their trade, business, craft or profession.

2.4. If you use Tandem for a business, you confirm you have authority to bind it, and "you" means the business.

3. The service

3.1. Tandem gives you your own hosted workspace for AI agents: you describe work, agents plan it, do it and report back. Your workspace comes with a dedicated agent runtime that runs those agents on your instructions. The workspace is built on open-source software.

3.2. Your workspace lives at https://<name>.app.numux.tech. It runs on Kubernetes on DigitalOcean servers in Frankfurt, Germany. Only you can enter it, after signing in.

3.3. Agents in your workspace act on your instructions. To work, they call AI model providers (for example OpenAI, Anthropic or OpenRouter), and that usage (AI tokens) costs money at the provider's market prices. Model usage is not included in the Workspace plan price: you add your own provider keys, and the provider bills you directly. On Workspace Plus, USD 60 of such usage each month is included in the price, through our own provider account, so no keys and no separate bill are needed (clause 6.3).

3.4. Your agents can run code and reach the internet from a sandbox inside your workspace. You are responsible for what your agents do, as if you did it yourself: the instructions and keys you give them, the sites they visit, the data they send and the results they produce. AI agents make mistakes; check their output before you rely on it.

3.5. We host the software. We do not review or control the work your agents do, and we do not promise it will be correct, complete or fit for any purpose. The open-source software your workspace is built on is published under its own licences; we are not its authors. Services your workspace connects to are not ours, and their terms apply.

4. Your account

4.1. You sign in through Auth0, with an email address and password, or with your Google or GitHub account. Your email address must work: it is how we reach you about your workspace and payments.

4.2. You must be at least 18 years old.

4.3. One person, one account. Keep your sign-in details to yourself. Anything done from your account counts as done by you, unless you told us it was compromised before it happened.

4.4. To delete your account, write to hello@numux.tech. We delete your workspaces first (see clause 5.6), then your account.

5. Your workspace

5.1. For now each account can have one workspace. We will say so on the site when this changes.

5.2. You choose your workspace's name. It becomes part of the address, so it must be lower-case letters, digits and hyphens, not on our reserved list (for example www, api, admin), and not someone else's trademark or name, or misleading. We may rename or refuse a name that breaks this rule.

5.3. A workspace starts as soon as your first payment is confirmed, usually within a few minutes.

5.4. Suspension. We may suspend a workspace if a payment fails and Stripe's retries are exhausted, if you break clause 10 (Acceptable use), or if we must for security or legal reasons. A suspended workspace stops running, but its data is kept, and its address shows a "paused" page. Paying again, or resolving the problem, brings it back with its data intact.

5.5. Deletion by you. To delete your workspace, write to hello@numux.tech from the email address on your account; there is no delete button yet. We delete it within 7 days of your request. Deletion cancels its subscription immediately and permanently deletes its data: database, files and agent history. We cannot recover it. Deletion does not by itself entitle you to a refund; see the Refund and Cancellation Policy.

5.6. After cancellation. After a cancelled subscription ends, or after a suspension for non-payment, the workspace is suspended and its data is kept for as long as your account exists. We do not delete it on a timer: it is deleted when you ask us to (clause 5.5) or when your account is closed (clause 4.4). Paying again brings it back with its data intact.

5.7. Your content stays yours. You own what you put in your workspace and what your agents produce there. You give us only the permission we need to host it, back it up and show it to you. We do not use it to train models, to advertise, or for anything but running the service.

6. Fees and payment

6.1. Plans. There are three self-serve plans, per workspace, all billed monthly:

• Hello Tandemai, USD 90 per month. Tasks are scoped and built in a sandbox. No engineer signature is included on this plan.
• Team, USD 2,000 per month. Up to 5 signed releases a month: before a change goes live, one of our engineers reads it and signs it.
• Scale, USD 4,000 per month. Everything in Team, up to 10 signed releases a month, and an engineer who joins the thread to help phrase the brief and set the scope.

Model usage is charged at the model providers' market prices, passed through without markup. Larger customers can contact us at hello@numux.tech for an Enterprise arrangement.

6.2. VAT or sales tax is added where the law requires, based on your billing address, and shown at checkout before you pay. Business customers in the EU who give a valid VAT number are charged under the reverse-charge rule.

6.3. Model usage. [Note for the solicitor: the plan structure changed and this clause has not been rewritten for it. The former wording follows.] The Workspace Plus allowance. The allowance is a feature of the service, not money or credit. It covers model usage through our provider account, valued at the provider's published prices, up to USD 60 in each monthly billing period. It is not paid out, not transferable, and not refundable except under the Refund and Cancellation Policy. Unused allowance does not carry over. When it is used up, agents cannot use our account until the next billing period, though you can add your own keys and carry on at your own cost. We may change the size of the allowance, the models it covers or how usage is valued, with 30 days' notice by email; if you do not want the change, cancel before it applies.

6.4. Changing plan. You can switch between Hello Tandemai, Team and Scale through "Manage billing" on your workspace page, which opens your billing account with our payment provider. A change takes effect at your next renewal, and the new price is charged from then.

6.5. Payment is taken by Stripe. Stripe stores your payment details; we never see the full card number. By subscribing you authorise Stripe to charge your payment method each month until you cancel.

6.6. The first month is charged at checkout. Each following month is charged on the same day of the month, in advance. Stripe emails a receipt and invoice for every payment.

6.7. If a payment fails, Stripe retries for a while and emails you. Your workspace keeps running during the retries. If they all fail, the subscription is cancelled and the workspace is suspended (clause 5.4).

6.8. Price changes. We may change a plan's price. We will email you at least 30 days before a new price applies to you. If you do not want to pay it, cancel before then; the old price applies until your subscription ends.

6.9. Prices are in US dollars. Your card issuer may convert them and may charge for that.

7. Cancellation

7.1. You can cancel your subscription at any time by pressing "Cancel subscription" on your workspace page and confirming. One click, one confirmation, on our site; no call, chat or form.

7.2. Cancellation takes effect at the end of the month you have already paid for. Until then your workspace keeps running, and an "Undo" button on the workspace page reverses the cancellation.

7.3. You can also cancel in the Stripe billing portal (the "Manage billing" button), or by emailing hello@numux.tech. All three do the same thing.

7.4. Stripe emails you a confirmation when you cancel.

8. Refunds

8.1. Our Refund and Cancellation Policy is short: write to hello@numux.tech within 14 days of your first payment, on whichever plan, and we refund it in full, to the same payment method, within 14 days of your request. Later payments, and unused allowance, are not refunded.

8.2. This does not limit any refund the law gives you, for example if the service is faulty (clause 16.2).

9. Right to cancel for consumers

9.1. If you are a consumer in the UK or the EU, the law gives you the right to cancel this contract within 14 days of the day you subscribe, without giving a reason. Tell us by any clear statement, for example an email to hello@numux.tech. You may use the model cancellation form in the Refund and Cancellation Policy, but you do not have to. Sending your cancellation before the 14 days end is enough.

9.2. By subscribing you ask us to start the service immediately, during the 14 days, rather than after them. The law then allows us to keep a proportionate amount for the days you had the service if you cancel. We choose not to: under the Refund and Cancellation Policy, a cancellation within 14 days of your first payment is refunded in full.

9.3. This right covers the first 14 days after you subscribe. Renewal payments are not covered by it, and our Refund and Cancellation Policy does not refund them. [Note for the solicitor: the DMCC Act 2024 renewal cooling-off period, as described in the government's response of 2 April 2026, applies after a free or reduced-price period or when a term of 12 months or more renews. A monthly contract with no trial does not seem to get one. Please confirm, and revisit when the regulations are made; commencement is expected in spring 2027.]

10. Acceptable use

10.1. Use Tandem lawfully and considerately. You must not, and must not let your agents:

• store, generate or send content that is illegal, infringes someone's rights, or is child sexual abuse material, malware or spam;
• attack, scan, probe or overload other people's systems, or ours, or send unsolicited messages;
• try to break out of the sandbox, reach other customers' workspaces, or interfere with the platform;
• mine cryptocurrency, or run workloads whose only purpose is to consume compute;
• resell or share your workspace with people outside your organisation;
• use Tandem, or the Workspace Plus allowance, to break the terms or usage policies of the AI model providers involved.

10.2. Workspaces have resource limits (CPU, memory, disk, network). Agents that persistently exceed them may be throttled; we will tell you.

10.3. If you break this clause we may suspend the workspace (clause 5.4) and, for serious or repeated breaches, end the contract (clause 14).

11. Data and privacy

11.1. Our Privacy Policy says what personal data we collect, why, who processes it for us, and your rights. It is part of these terms.

11.2. For personal data you put into your workspace (for example about your customers), you are the controller and we are your processor. We process it only to host your workspace, on your instructions, and delete it when the workspace is deleted. [Note for the solicitor: a business customer needs a processing agreement under UK GDPR Article 28. Please advise whether a short DPA should be annexed.]

12. Availability and support

12.1. We do our best to keep Tandem running. We do not promise any particular uptime; there is no service level agreement in this version of the service.

12.2. We may take the platform or your workspace down for maintenance. We try to give notice by email for planned work and to keep it short.

12.3. Support is by email at hello@numux.tech, in English, on working days. We aim to answer within two working days.

12.4. We keep backups for disaster recovery, not as a substitute for your own copies. You can export your data from your workspace while it runs.

13. Changes to the service and these terms

13.1. Tandem is new and will change. We may add, change or remove features. We will not remove something you rely on without emailing you first, with reasonable notice, unless we must for security or legal reasons.

13.2. We may change these terms. If a change affects your rights or obligations, we will email you at least 30 days before it applies. If you do not accept it, cancel before it takes effect. Using the service after that date means you accept the change. Minor changes, such as corrections, take effect when published.

14. Suspension and termination

14.1. You can end the contract at any time by cancelling (clause 7) or deleting your workspace (clause 5.5).

14.2. We can end the contract by email with 30 days' notice, for any reason. If we do, we refund the part of the current month you have paid for but will not receive.

14.3. We can end the contract, or suspend your workspace, immediately if you seriously or repeatedly break these terms, if the law requires it, or if your use puts other customers or the platform at risk. We will tell you why unless the law prevents it.

14.4. When the contract ends, the workspace is suspended and its data is kept until you ask us to delete it or your account is closed (clause 5.6). Clauses 5.7, 15 and 16 continue to apply.

15. Our liability

15.1. What we do not exclude. Nothing in these terms limits or excludes our liability for death or personal injury caused by our negligence, for fraud, or for anything else that the law does not allow us to limit or exclude.

15.2. Consumers. If you are a consumer, you have rights under the Consumer Rights Act 2015: digital content must be of satisfactory quality, fit for purpose and as described; services must be performed with reasonable care and skill; if we fall short you may be entitled to a repair, replacement, price reduction or refund; and if our digital content damages your device through our lack of reasonable care, we repair it or compensate you. These terms do not reduce those rights. We are responsible for foreseeable loss we cause by breaking this contract or failing to use reasonable care and skill, but not for unforeseeable loss, or for business losses if you use Tandem for a business.

15.3. Everyone. Subject to 15.1 and 15.2, we are not liable for what AI agents you run, or the model providers involved, do or produce; for loss of data you could have prevented by keeping your own copies; for loss of profit, revenue, business or goodwill, or any indirect or consequential loss; or for events outside our reasonable control.

15.4. Cap. Subject to 15.1 and 15.2, our total liability to you under or in connection with this contract, in any 12-month period, is limited to the fees you paid us in that period.

15.5. Business customers will compensate us for third-party claims that arise from their use of Tandem in breach of these terms, including what their agents do.

16. Governing law and disputes

16.1. These terms are governed by the law of England and Wales, and its courts have jurisdiction, subject to the two points below.

16.2. Consumers in the EU keep the protection of the mandatory consumer laws of their own country and may bring a claim in the courts of that country as well as in England and Wales. You may also use the European Commission's online dispute resolution platform at https://ec.europa.eu/consumers/odr. [Note for the solicitor: please confirm the ODR platform is still operating; the Commission proposed closing it.]

16.3. Consumers in the UK. If we cannot resolve a complaint, you may ask an alternative dispute resolution (ADR) provider to look at it. We are not obliged to take part and will say, when we answer your complaint, whether we will. You can always go to court.

16.4. Complaints. Write to hello@numux.tech first. We aim to answer within five working days.

16.5. If part of these terms is invalid, the rest still applies. These terms and the two policies they include are the whole agreement about Tandem.

17. For customers in the United States

This section applies if you live in the United States, or your business is there. It adds to the rest of these terms. Where this section and another clause differ, this section applies to you.

[Note for the US attorney: this section is a draft written to the shape of the federal Restore Online Shoppers' Confidence Act (15 U.S.C. § 8403), California's automatic renewal law (Business and Professions Code §§ 17600-17606, as amended from 1 July 2025) and New York's General Business Law § 527-a, which we treat as the strictest and apply to every US customer. Please review it with the rest of the terms, and confirm each point marked below.]

17.1. Automatic renewal terms. Your subscription is a continuing subscription that renews automatically:

• It renews every month, on the day of the month you first paid, until you cancel. There is no minimum term and no trial. The first month is charged at checkout.
• At each renewal, Stripe charges the payment method you gave us the price of your plan, USD 90 per month for Hello Tandemai, USD 2,000 per month for Team or USD 4,000 per month for Scale, plus sales tax where your state charges it. Checkout shows the total, including tax, before you pay.
• You can cancel at any time (clause 17.2). Cancellation takes effect at the end of the month you have paid for, and no further charge is taken.
• You agree to these terms, including the renewal, by ticking the box at checkout; the text beside the box repeats this disclosure. After you pay, Stripe emails you a receipt that carries these renewal terms, the cancellation policy and how to cancel. Keep it. [Note for the US attorney: please confirm that the Stripe receipt, carrying our invoice memo with the renewal terms and the cancellation instructions, is the acknowledgment required by California B&P § 17602(a)(3) and New York GBL § 527-a. If not, we will send our own acknowledgment email after the first payment, and this sentence will say so.]
• Before each monthly renewal, Stripe emails you a reminder with your plan, the amount, the renewal date and a link to manage or cancel your subscription. [Note for the US attorney: this is also how we meet California's annual reminder requirement in § 17602; please confirm a monthly reminder with a cancellation link is enough.]
• If we change a plan's price, or make a material change to the service, we email you 30 days before it applies to you, with how to cancel (clause 6.8). [Note for the US attorney: California asks for 7 to 30 days' notice of a fee change; our notice goes out at 30 days. Please confirm.]

17.2. How to cancel. Sign in, open your workspace page, press "Cancel subscription", and confirm. That is all: no call, chat, form, survey or reason. The page then says "cancels on <date>", your workspace runs to that date, and an "Undo" button on the same page reverses the cancellation until then. You can also cancel in the Stripe billing portal ("Manage billing" on your workspace page) or by emailing hello@numux.tech; all three do the same thing. Cancelling is available online, in the same way you signed up, at any time. Stripe emails you a confirmation.

17.3. Refunds. Our Refund and Cancellation Policy applies to you: write to hello@numux.tech within 14 days of your first payment and we refund it in full. That is our policy, not a legal right; United States law gives no cooling-off period for purchases made online. Renewal payments are not refunded.

17.4. Your state's law. Clause 16.1 chooses the law of England and Wales and its courts. If you are a consumer in the United States, that choice does not take away any protection of the law of the state where you live that cannot be waived by contract, including its automatic-renewal, consumer-protection and unfair-practices laws, and you may bring a claim in the courts of that state. Clause 2.3 applies to you too. [Note for the US attorney: this draft has no arbitration clause and no class-action waiver. Under the Federal Arbitration Act, as read in AT&T Mobility v. Concepcion (2011), a class-action waiver inside an arbitration clause is generally enforceable, and it is the usual protection against class actions; against it: we would pay the arbitration fees, mass-arbitration filings are a known tactic, it needs an opt-out to be safe, and it reads badly to a small customer. Please advise whether to add one.]

17.5. Disclaimer of warranties. TO THE FULLEST EXTENT PERMITTED BY LAW, TANDEM AND EVERYTHING PROVIDED THROUGH IT ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT, AND ANY WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE, OR THAT WHAT AI AGENTS OR AI MODELS PRODUCE WILL BE ACCURATE, COMPLETE OR FIT FOR ANY PURPOSE. Clauses 3.4, 3.5 and 12 say the same in plain words.

17.6. Limitation of liability. TO THE FULLEST EXTENT PERMITTED BY LAW, WE ARE NOT LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL OR DATA, ARISING OUT OF OR IN CONNECTION WITH TANDEM OR THESE TERMS, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND OUR TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH TANDEM OR THESE TERMS IS LIMITED TO THE FEES YOU PAID US IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM. Clause 15.1 still applies: nothing in these terms excludes or limits liability that the law does not allow us to exclude or limit.

17.7. Some states do not allow these limits. Some states do not allow the exclusion of implied warranties, or the exclusion or limitation of incidental or consequential damages, so parts of clauses 17.5 and 17.6 may not apply to you. In those states our warranties are disclaimed, and our liability is limited, to the fullest extent the law of that state permits. New Jersey: if you are a consumer in New Jersey, the disclaimer of implied warranties in clause 17.5 and the exclusion of incidental and consequential damages in clause 17.6 apply only to the extent New Jersey law permits; every other clause of these terms applies in New Jersey as written. [Note for the US attorney: New Jersey's Truth-in-Consumer Contract, Warranty and Notice Act (N.J.S.A. 56:12-16) forbids a consumer contract from saying that provisions are void or inapplicable "in some states" without saying which provisions are or are not void in New Jersey. Please confirm this sentence does that, and check whether any other clause needs naming.]

17.8. Sanctions and export controls. You may not use Tandem, and we will not sell it to you, if you are located in, ordinarily resident in, or organised under the laws of a country or region subject to comprehensive sanctions of the United States, the United Kingdom, the European Union or the United Nations (at the date of these terms: Cuba, Iran, North Korea, and the Crimea, Donetsk and Luhansk regions of Ukraine), or if you are, are owned or controlled by, or act for, a person on the US Specially Designated Nationals list, the UK sanctions list or any similar list. You may not use Tandem to provide services to persons in Russia or Belarus where doing so would breach US, UK or EU sanctions. You must not upload, store or transmit through Tandem any software, technology or technical data controlled under the US Export Administration Regulations or International Traffic in Arms Regulations, the UK export-control regime or similar law, and you must comply with those laws in what you and your agents do. We may suspend your workspace and end the contract immediately if we learn of a breach. Our payment provider screens payments against sanctions lists on its own account. [Note for the US attorney: please confirm the list of comprehensively sanctioned jurisdictions on the day this goes live (Syria's US programme was ended in 2025 and is left out), and whether the Russia sentence should be broader given the UK's own Russia regulations, which bind us directly.]

17.9. Copyright complaints (DMCA). We respond to notices of claimed copyright infringement under the Digital Millennium Copyright Act, 17 U.S.C. § 512. Send notices to our designated agent: [DMCA_AGENT]. [Note: the agent's name, postal address, telephone number and email address go here, and the same agent must be registered in the US Copyright Office's DMCA Designated Agent Directory before this page goes live; the registration lasts three years and must be renewed.] A notice must include: your physical or electronic signature; identification of the copyrighted work you say is infringed; identification of the material you want removed and enough information for us to find it (the workspace address and a link or path); your address, telephone number and email address; a statement that you believe in good faith that the use is not authorised by the copyright owner, its agent or the law; and a statement, under penalty of perjury, that the notice is accurate and that you are the owner or authorised to act for the owner. On a valid notice we remove or disable access to the material promptly and tell the account holder, who may send us a counter-notice meeting 17 U.S.C. § 512(g). If they do, we forward it to you and restore the material 10 to 14 business days later unless you tell us you have filed a court action to restrain the account holder. Repeat infringers: we close the accounts of customers who repeatedly infringe copyright, in appropriate circumstances. Nothing here obliges us to monitor what you or your agents put in your workspace.

17.10. California consumers. [Note for the US attorney: California Civil Code § 1789.3 asks a provider of an online service to tell California consumers the provider's name and address (clause 1), the charges (clause 6), the refund policy (clause 8), and how to reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs. Please confirm the requirement applies and supply the Unit's current postal address and telephone number for the placeholder.] If you are a consumer in California and have a complaint we could not resolve, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs at [CA_DCA_ADDRESS].

18. Contact