XENI SAAS TERMS AND CONDITIONS
ABOUT US
Company details. Cosine X Limited (company number 16640291) T/A Xeni (Xeni) is a company registered in England and Wales with registered office at 71-75 Shelton Street, Covent Garden, London, United Kingdom, WC2H 9JQ. Xeni operates the website www.xeni.legal (the Site).
Contact. To contact Xeni, please contact our customer service team at 020 4600 7619 or support@xeni.legal
THESE TERMS AND CONDITIONS
Terms. These terms and conditions (Terms) apply to the order by you (you or the Client) of Services (defined below) and supply of Services by Xeni to you (Contract). The Contract applies to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
Eligibility. In order to use the Services you must either be a legal entity practicing law in England and Wales, and registered with and regulated by the Solicitors Regulation Authority or regulated by the Immigration Advice Authority. If you are not, you must not use the Services.
Subscription Term. The Contract shall commence on the date on which you Accept these Terms (Effective Date) and shall continue until terminated in accordance with clause 16 (Subscription Term). For the purposes of these Terms, Accept shall mean:
clicking to “Accept” (or similar) including via the Platform itself or a third party agreement management application (e.g. ‘Docusign’) or applying an electronic signature to accept these Terms;
a Representative of Client signing a physical copy of these Terms;
a written communication, including an email or other electronic or physical document, in which Client or its Representative confirms that Client wishes to procure the Services under these Terms; or
any other behaviour or pattern of behaviour of Client or its Representative which a reasonable business person would interpret as Client or its Representative demonstrating their intention to procure the Services which shall include receiving or paying for the Services,
and “Accepted” shall be interpreted accordingly.
Entire agreement. The Contract constitutes the entire agreement between you and Xeni in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.
SERVICES
Xeni has developed certain software applications and platforms which it makes available to subscribers via the internet on a pay-per-use basis for the purpose of preparing UK visa applications.
The Client wishes to use the Services in its business operations.
Xeni has agreed to provide and the Client has agreed to take and pay for the Services subject to the terms and conditions of these Terms.
The Services, and any information contained within them, do not constitute legal advice. The Services must only be used by the Client for the purposes of improving administrative processes and not as a substitute for legal advice. The Client acknowledges and agrees that it shall not act (or refrain from acting) based on the Services or any information contained within them, and shall not place any reliance on such.
DEFINITIONS AND INTERPRETATION
The definitions and rules of interpretation in this clause apply in these Terms.
Aggregated Statistics: has the meaning given in clause 12.2(c).
AI Client Inputs: information, data, materials, text, prompts, images, or other content that is inputted, entered, posted, uploaded, submitted, transferred, transmitted, or otherwise provided or made available by or on behalf of Client or any Authorised User for Processing by or through an AI Feature.
AI Feature: any feature, functionality, or component of the Services that incorporates, uses, depends on, or employs any AI Technology.
AI Outputs: means information, data, materials, text, images, code, works, expressions or other content generated or otherwise outputted from an AI Feature in the course of the provision of the Services.
AI Technology: any and all machine learning, deep learning, and other artificial intelligence technologies, including statistical learning algorithms, models (including large language models), neural networks, and other artificial intelligence tools or methodologies, all software implementations of any of the foregoing, and related hardware or equipment capable of generating various types of content (including text, images, video, audio, or computer code) based on user-supplied prompts and Third Party Materials.
Application Form: any completed or partially completed application form generated by the Platform or otherwise as part of the Services for submission to the UK Visas and Immigration service.
Authorised Users: those employees, agents and independent contractors of the Client who are authorised by the Client to use the Services and the Documentation in accordance with clause 5.2.
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Business Hours: 9.00 am to 6.00 pm local UK time, each Business Day.
Change of Control: shall be as defined in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be interpreted accordingly.
Confidential Information: has the meaning given in 13.1.
Client Data: any and all information, data (including personal data), materials, works, expressions, or other content that is provided, transferred, or made available to Xeni or its Representatives by or on behalf of Client or any Authorised User, including for Processing by or through the Xeni Systems or for developing or creating Service Outputs.
Client Materials: means all: (a) Client Data; (b) AI Client Inputs; (c) other information, documents, materials and content (in any format) provided by or on behalf of Client under or in connection with the Services and (d) the Application Forms.
Client IPRs: the Intellectual Property Rights in the Client Materials.
Customisations: any and all modifications, enhancements, refinements, adaptations, customisations, and derivative works of the AI Features made for the purposes of, or otherwise arising out of or in connection with, the provision of the Services to Client or any third party (including through fine-tuning, grounding, modification, refinement, adaptation or similar methods).
Data Protection Laws: all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR; the Data Protection Act 2018 (DPA 2018) (and regulations made thereunder); the Data Use and Access Act 2025; and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.
Documentation: the document(s) and other materials made available to the Client by Xeni online via the Platform which sets out a description of the Services and the user instructions for the Services.
Fees: the fees payable by the Client to Xeni for the Services as set out on the Platform.
Improvements: has the meaning given in clause 12.2(b).
Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted renewals or extensions of, or to claim priority from, those rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Losses: liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses (including taxation)).
Marks: means any trade marks, trade names, service marks, trade dress, logos, URLs and domain names, any identifying slogans and symbols, or any abbreviation, contraction or simulation of any of such, in each case whether or not registered.
Open Source Components: any software component that is subject to any open source licence agreement which meets the Open Source Initiative's open source definition from time to time.
Platform: the Site or any other website notified to the Client by Xeni from time to time, or any other platform via which Xeni provides the Services to the Client.
Process: to take any action or perform any operation or set of operations on any data, information, material, work, expression, or other content, including to: (a) collect, receive, input, upload, download, record, reproduce, store, organize, combine, log, catalogue, cross-reference, manage, maintain, copy, adapt, alter, translate, or make other improvements or derivative works; (b) process, weigh, perform statistical analysis, retrieve, output, consult, use, perform, display, disseminate, transmit, submit, post, transfer, disclose, or otherwise provide or make available; or (c) block, erase, or destroy; or (d) in relation to personal data it shall have the meaning as set out in UK GDPR. "Processing" and "Processed" shall be interpreted accordingly.
Representatives: in relation to a party, means its employees, officers, contractors, subcontractors, representatives and advisers.
Service Outputs means: (a) the AI Outputs; (b) any and all documents, work products, materials, information, content and data arising out of the provision of the Services; and (c) any and all tools, ideas and know-how developed, and methods, code, algorithms and expressions invented, by or on behalf of Xeni in the course of, or as a result of, exercising its rights under clauses 12.2 and 12.3.
Services: the services provided by Xeni to the Client under these Terms including any Software and the Platform provided in connection with those services, as more particularly described in the Documentation.
Software: the online software applications provided via the Platform as part of the Services.
Third Party Materials: any materials and information, including documents, data, know-how, ideas, methodologies, specifications, software (including Open Source Components), algorithms, AI Technology, content, and technology, in any form or media, in which any third party owns any Intellectual Property Rights.
UK GDPR: has the meaning given in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.
Usage Data: all information reflecting the access or use of the Services by or on behalf of Client or any Authorised User, including any end user profile-, visit-, session-, impression-, click through-, or click stream-data, and any statistical or other analysis, information, or data based on or derived from any of the foregoing/technical information and metrics about such information.
Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
Xeni IPRs: the Intellectual Property Rights in the Xeni Materials.
Xeni Materials: means: (a) any documents, work products, materials, information and content used by Xeni or provided by Xeni to the Client in relation to the Services or otherwise under or in connection with the Contract; (b) the Xeni Systems; (c) the Customisations; (d) the Documentation; (e) the Service Outputs, except for the Application Forms; (f) the Usage Data; (g) the Improvements and (h) the Aggregated Statistics.
Xeni Systems: the information technology infrastructure used by or on behalf of Xeni in performing the Services, including all computers, software, hardware, databases, models, AI Technology, electronic systems (including database management systems), and networks, whether operated directly by Xeni or through the use of third party services.
Clause, schedule and paragraph headings shall not affect the interpretation of these Terms.
A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors or permitted assigns.
A reference to a company includes any company, corporation or other body corporate, wherever and however incorporated or established.
Unless the context otherwise requires, words in the singular includes the plural and in the plural includes the singular.
A reference to a statute or statutory provision is a reference to it as it is in force as at the date of these Terms and includes all subordinate legislation made as at the date of these Terms under that statute or statutory provision.
A reference to writing or written includes email.
RIGHT TO USE AND AUTHORISED USERS
Subject to the Client’s payment of the Fees, the restrictions set out in this clause 5 and the other terms and conditions of these Terms, Xeni hereby grants to the Client a non-exclusive, non-transferable right, without the right to grant sublicences, to permit the Authorised Users to access and use the Services and the Documentation during the Subscription Term solely for the Client's internal business operations.
In relation to the Authorised Users, the Client undertakes that:
each Authorised User shall keep a secure password for their use of the Services and Documentation and that each Authorised User shall keep their password confidential;
it shall maintain a written, up to date list of current Authorised Users and provide such list to Xeni within 5 Business Days of Xeni's written request at any time;
it shall permit Xeni or Xeni's designated auditor to audit the Services in order to establish the name and password of each Authorised User and the Client's data processing facilities to audit compliance with these Terms. Each such audit shall be at Xeni's expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Client's normal conduct of business; and
if any of the audits referred to in 5.2(c) reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to Xeni's other rights, the Client shall promptly disable such passwords and Xeni shall not issue any new passwords to any such individual.
The Client shall not access, store, distribute or transmit any Viruses.
The Client shall not access, store, distribute or transmit any material during its use of the Services that:
is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
facilitates illegal activity;
depicts sexually explicit images;
promotes unlawful violence;
is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
is otherwise illegal or causes damage or injury to any person or property;
and Xeni reserves the right, without liability or prejudice to its other rights to the Client, to disable the Client's access to the Services and any material that breaches the provisions of this clause.
The Client shall not:
except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under these Terms:
attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software, the Services and/or Documentation (as applicable) in any form or media or by any means; or
attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software or the Services; or
access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or
use the Services and/or Documentation to provide services to third parties; or
subject to 22.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users, or
attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 5; or
introduce or permit the introduction of, any Virus into the Services or Xeni's network and information systems.
The Client shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify Xeni.
The rights provided under this clause 5 are granted to the Client only, and shall not be considered granted to any subsidiary or holding company of the Client.
THIRD PARTY RESOURCES
The Client acknowledges and agrees that the operation and use of the Services and the Service Outputs will require the use of, and may incorporate, Third Party Materials, and that those Third Party Materials are provided "as is" and expressly subject to the disclaimer in clauses 6.2 and 15.2(d).
Xeni makes no representation or warranty, and shall have no liability to Client, in relation to the legality, reliability, integrity, accuracy and quality of any Third Party Materials.
The Client acknowledges that the Services may enable or assist it to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that it does so solely at its own risk. Xeni makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by the Client, with any such third party. Any contract entered into and any transaction completed via any third-party website is between the Client and the relevant third party, and not Xeni. Xeni recommends that the Client refers to the third party's website terms and conditions and privacy policy prior to using the relevant third-party website. Xeni does not endorse or approve any third-party website nor the content of any of the third-party website made available via the Services.
COSINE X’S OBLIGATIONS
Xeni shall perform the Services substantially in accordance with the Documentation and with reasonable skill and care.
Xeni shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for:
planned maintenance; and
unscheduled maintenance, provided that Xeni will use reasonable endeavours to give the Client reasonable notice in advance.
Xeni will, as part of the Services provide the Client with Xeni's standard customer support services during Business Hours.
Xeni's obligations at clause 7.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to Xeni's instructions, or modification or alteration of the Services by any party other than Xeni or Xeni's duly authorised contractors or agents. If the Services do not conform with the terms of clause 7.1, Xeni will use reasonable endeavours to correct any such non-conformance. Such correction constitutes the Client's sole and exclusive remedy for any breach of the undertaking set out in clause 7.1.
Xeni:
does not warrant that:
the Client's use of the Services will be uninterrupted or error-free;
that the Services, Documentation and/or the information obtained by the Client through the Services will (i) meet Client's (or its Authorised Users’) specific requirements; or (ii) always perform accurately or be accurate;
it has secured all rights, licenses, consents, approvals, and authorisations necessary for Client to use any Third Party Materials incorporated in the SaaS Outputs;
other than as required by applicable law, it monitors, measures, and assesses the AI Features for accuracy and reliability, considering computational-centric measures (for example, false positive and false negative rates), human-artificial intelligence teaming, and external validity (generalisable beyond the training conditions); and
is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet. Client acknowledges that Xeni’s ability to provide the Services and otherwise comply with these Terms is subject to limitations, delays and other problems inherent in the use of such communications networks and facilities, and Xeni shall not be in breach of the Contract or otherwise liable for any failure or delay in the performance of its obligations arising out disturbances in such communications networks and facilities.
These Terms shall not prevent Xeni from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under these Terms.
In the event of any loss or damage to Client Data, the Client’s sole and exclusive remedy against Xeni shall be for Xeni to use reasonable endeavours to restore the lost or damaged Client Data from the latest back-up of such Client Data maintained by Xeni. Xeni shall not be responsible for any loss, destruction, alteration or disclosure of Client Data caused by any third party (except those third parties sub-contracted by Xeni to perform services related to Client Data maintenance and back-up for which it shall remain liable).
CLIENT'S OBLIGATIONS
The Client shall:
provide Xeni with:
all necessary co-operation in relation to these Terms; and
all necessary access to such information as may be required by Xeni;
in order to provide the Services, including but not limited to Client Data, security access information and configuration services;
without affecting its other obligations under these Terms, comply with all applicable laws including sanctions laws and regulations with respect to its activities under these Terms;
carry out all other Client responsibilities set out in these Terms in a timely and efficient manner;
ensure that the Authorised Users use the Services and the Documentation in accordance with the terms and conditions of these Terms and shall be responsible for any Authorised User's breach of these Terms;
obtain and shall maintain all necessary licences, consents, and permissions necessary for Xeni, its contractors and agents to perform their obligations under these Terms, including without limitation the Services;
ensure that its network and systems comply with the relevant specifications provided by Xeni from time to time; and
be, to the extent permitted by law and except as otherwise expressly provided in these Terms, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to Xeni's data centres and in relation to its receipt of the Services.
If Xeni's performance of any of its obligations under these Terms is prevented or delayed by any act or omission of the Client, its agents, subcontractors, consultants or employees (Excusing Cause), then, without prejudice to any other right or remedy it may have, Xeni shall not be in breach of these Terms nor liable for any Losses incurred by the Client as a result of its performance being prevented or delayed. Without prejudice to any other right or remedy it may have, Xeni shall be:
allowed an extension of time to perform its obligations equal to the delay caused by the Excusing Cause;
entitled to payment of the Fees despite its performance being prevented or delayed; and
entitled to recover any Losses, including additional costs incurred, as a result of the Excusing Cause.
DATA PROTECTION
Xeni shall, in providing the Services, comply with its privacy policy relating to the privacy and security of the Client Data, as such document may be amended from time to time by Xeni in its sole discretion.
For the purposes of this clause 9, the terms controller, processor, data subject, personal data, personal data breach and processing shall have the meaning given to them in the UK GDPR.
Both parties will comply with all applicable requirements of the Data Protection Laws. This clause 9 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Laws.
The parties have determined that, for the purposes of the Data Protection Laws:
Xeni shall act as controller in respect of the personal data that it collects and processes about you on its own behalf:
The scope, nature and purposes of the collection and use of such personal data in order to provide you with these Services, including creating a client user account, taking payment from you and keeping you up to date with our latest services and offers;
the bases we are relying on to process this personal data are:(i) to perform this contract with you; (ii) in relation to any marketing and promotional purposes we believe we have a legitimate interest (namely, developing our business) that is not outweighed by your data privacy rights, to use your personal data for these purposes. In addition we may collect financial data and identity data to comply with our legal obligations;
The duration of the processing of the personal data will be for twelve months after the expiry or termination of these Terms (to make it easier for you to sign up again within this period) unless we need to keep personal data for longer (e.g. six years) in compliance with our legal and accounting obligations;
The types of personal data we will collect will be names, email addresses, usernames, passwords, addresses, phone numbers, IP addresses, device information and payment details;
As part of this we will share your personal data with our payment services providers and our IT and hosting services providers or public or governmental bodies such as HMRC and our professional advisers such as our lawyers and accountants;
Under UK GDPR you have the right to ask us to: access your personal data, rectify personal information you think is inaccurate, complete information you think is incomplete, erase your personal information in certain circumstances, restrict the processing of your personal information in certain circumstances, transfer the personal information you gave us to another organisation, or to you, in certain circumstances and the right to object to the processing of your personal information in certain circumstances;
In relation to the personal data we collect about you, we do not intend to process any Special Category Data (e.g. personal data relating to: your racial or ethnic origin; political opinions; religious or philosophical beliefs; trade union membership, genetic data; biometric data, health, sex life or sexual orientation, so please do not provide us with such information unless we specifically request it;
If we need to transfer your personal data outside of the UK (for example because we use and IT or payment services provider whose servers are located outside of the UK) we will rely on such provider being based in a country that has an ‘adequacy’ decision or we will use one of the prescribed safeguards, such as the UK International Data Transfer Agreement;
We employ Cyber Essentials Plus cybersecurity protections in order to keep your personal data as safe and secure as we can.
Xeni shall process the personal data that you input into or upload onto Xeni on your behalf, as a processor as follows:
The scope and purpose of the processing of personal data will be in providing you with access to Xeni and the Services and in performance of your rights and our obligations under these Terms;
The nature of the personal data we will process on your behalf is the personal data that you input into or upload onto Xeni;
We will process personal data for as long as you hold an account with us and you will no longer be able to access the personal data you have input into or uploaded onto Xeni, so you will need to make provision to download such personal data after the end of our contract with you; (please see the termination provisions for more details);
The types of personal data we will process on your behalf are: identify verification details and documentation, including supporting documentation relating to employment history and health conditions (particularly in relation to your clients applying for a UK visa); and
The data subjects to whom the personal data relate are your clients (who have engaged your services to help them apply for a UK visa).
Should the determinations in clause 9.4 change, then each party shall work together in good faith to make any changes which are necessary to this clause 9.
By entering into these Terms, you hereby warrant and undertake that you have all necessary authority, permissions, consents and notices (and shall procure the same, from your personnel, representatives, agents, and clients) to enable lawful transfer of personal data to Xeni and in order for Xeni to process personal data (including Special Category Data) on your behalf for the purpose and duration of the provision of the Services and these Terms.
Without prejudice to the generality of clause 9.3 Xeni shall, in relation to the personal data it processes on your behalf via Xeni:
process that personal data only on your documented written instructions (and you hereby agree that these Terms constitute such written instruction, unless Xeni is required by relevant laws to otherwise process that personal data. Where Xeni is relying on such applicable laws as the basis for processing personal data on your behalf, Xeni shall notify you of this before performing the processing required by the applicable laws unless those applicable laws prohibit us from so notifying you on important grounds of public interest. Xeni shall inform you if, in our opinion, the instructions you give us infringe any applicable data protection laws;
implement the following technical and organisational measures to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data. You hereby confirm that you have reviewed this section and confirm that these technical and organisational measures are appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures. The measures we implement are:
ensuring we apply Cyber Essentials Plus;
we use well-known third parties whom we have checked have suitable cybersecurity provisions in place to protect personal data;
ensuring all staff, contractors and third parties we engage to provide services on our behalf are bound by suitable confidentiality provisions;
restrict access to Xeni to authorised users and require them to have suitable password protection, two factor authentication when logging in and a prohibition on them sharing their login details with anyone else;
we do not create any physical copies of the personal data.
assist you insofar as this is possible (taking into account the nature of the processing and the information available to us), and at your cost and written request, in responding to any request from a data subject and in ensuring your compliance with your obligations under the Data Protection Laws with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
notify you without undue delay on becoming aware of a personal data breach involving the personal data we process on your behalf;
at your written direction, delete or return personal data and copies thereof to you on termination of the agreement unless Xeni is required by applicable Data Protection Laws to continue to process that personal data. For the purposes of this clause 9.7(e) the personal data we process on your behalf shall be considered deleted where it is put beyond further use by us; and
maintain records to demonstrate its compliance with this clause 9 and allow for reasonable audits by you or your designated auditor, for this purpose, on reasonable written notice.
You hereby provide your prior, general authorisation for Xeni to:
appoint processors to process the personal data, provided that we:
shall ensure that the terms on which we appoint such processors comply with Data Protection Laws, and are consistent with the obligations imposed on us in this clause 9;
shall remain responsible for the acts and omission of any such processor as if they were our acts and omissions; and
shall inform you of any intended changes concerning the addition or replacement of the processors, thereby giving you the opportunity to object to such changes provided that if you object to the changes and cannot demonstrate, to our reasonable satisfaction, that the objection is due to an actual or likely breach of Data Protection Law, you shall indemnify us for any losses, damages, costs (including legal fees) and expenses suffered by us in accommodating the objection. You also hereby acknowledge and agree the that objection to certain processors may result in the Services not performing as expected.
transfer personal data outside of the UK as required for the provision of the Services, or compliance with a legal or regulatory obligation provided that we will ensure that all such transfers are effected in accordance with Data Protection Laws. For these purposes, you shall promptly comply with any reasonable request of from us, including any request to enter into standard data protection clauses adopted by the UK Information Commissioner from time to time.
Either party may, at any time on not less than 30 days' notice, revise this clause 9 with any applicable standard clauses approved by the UK Information Commissioner's Office or forming part of an applicable certification scheme or code of conduct (Amended Terms). Such Amended Terms shall apply when incorporated into these Terms, but only in respect of such matters which are within the scope of the Amended Terms.
Subject to clauses 14.3 and 14.4 and notwithstanding any other terms of this agreement, our total aggregate liability in contract, tort (including negligence and breach of statutory duty howsoever arising), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement or any collateral contract insofar as it relates to the obligations set out in this clause 9, or Data Protection Laws shall be limited to the total fees paid by the Client to Xeni pursuant to the Contract during the 12 months immediately preceding the date on which the claim arose.
Subject to clause 14.1, and notwithstanding any other terms of this agreement you shall defend, indemnify and hold harmless Xeni (in full and on demand) against all Losses suffered or incurred by Xeni, its affiliates and its Representatives (and the Representatives of its affiliates) and arising out of or in connection with (in whole or part) any breach of the Data Protection Laws, including your obligations as a data controller.
FEES AND PAYMENT
The Client shall pay the Fees to Xeni for the Services in accordance with this 10.
The Client shall on the Effective Date provide to Xeni valid, up-to-date and complete credit card details or approved purchase order information acceptable to Xeni and any other relevant valid, up-to-date and complete contact and billing details.
Subject to clause 10.4, if the Client provides:
its credit card details to Xeni, the Client hereby authorises Xeni to bill such credit card at the end of each calendar month for the Services used during that month;
its approved purchase order information to Xeni, Xeni shall invoice the Client at the end of each calendar month for the Services used during that month and the Client shall pay each invoice within 30 days after the date of such invoice.
In the event that Xeni agrees in writing to a discounted Fee for certain Services, the Client shall pay such Fees monthly or annually in advance, as mutually agreed in writing between the Parties, and the Client authorises Xeni to bill its credit card or invoice the Client as applicable.
If Xeni has not received payment within 5 Business Days after the due date, and without prejudice to any other rights and remedies of Xeni:
Xeni may without liability to the Client disable the Client's password, account and access to all or part of the Services and Xeni shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and
interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% over the then current base lending rate of the Bank of England from time to time (or for any period where the base rate is zero, at 4%), commencing on the due date and continuing until fully paid, whether before or after judgment.
All amounts and fees stated or referred to in these Terms:
shall be payable in pounds sterling;
are non-cancellable and non-refundable;
are exclusive of value added tax, which shall be added to Xeni's invoice(s) at the appropriate rate.
Xeni shall be entitled to increase its fees listed on the Platform at any time and shall provide at least 5 Business Days’ notice of such to the Client.
OWNERSHIP OF XENI MATERIALS AND XENI IPRS
The Client acknowledges and agrees that Xeni and/or its licensors own, and shall continue to own, the Xeni Materials and the Xeni IPRs, including those Xeni Materials generated or created by or on behalf of Xeni through use of the Client Materials. The Client acquires no Intellectual Property Rights or other rights in or to the Xeni Materials or the Xeni IPRs under or in connection with the Contract.
For clarity, Xeni is entitled to grant to any third party a licence or other right to, and may itself, use the Xeni Materials and Xeni IPRs in any way and for any purpose whatsoever.
The Client shall, and shall procure that its Representatives shall:
use reasonable endeavours to prevent any infringement of the Xeni IPRs; and
if they become aware of any infringement or suspected infringement of the Xeni IPRs, promptly report that infringement to Xeni.
The Client shall, and shall procure that its Representatives shall, do and execute (or arrange for the doing and executing of) each necessary act, document and thing that Xeni may consider necessary or desirable to perfect the right, title and interest of Xeni in and to the Xeni IPRs.
The Client shall immediately notify Xeni of any breach of this clause 11. The Client shall defend, indemnify and hold harmless Xeni (in full and on demand) against all Losses suffered or incurred by Xeni, its affiliates and its Representatives (and the Representatives of its affiliates) and arising out of or in connection with (in whole or part) the Client’s breach of this clause 11.
OWNERSHIP AND LICENSING OF CLIENT MATERIALS AND CLIENT IPRS
Subject to clauses 12.2 and 12.3, the Client and/or its licensors own, and shall continue to own, the Client Materials and Client IPRs.
The Client grants to Xeni, or shall procure the direct grant to Xeni of, a fully paid-up, worldwide, non-exclusive, royalty-free, perpetual and irrevocable licence to Process and use the Client Materials and the Client IPRs in any way (including by combining and commingling Client Materials with information, documents, materials and content in any format of Xeni or any third party (including Third Party Materials)) for the following purposes:
providing the Services, the Service Outputs and the Documentation;
to modify, update and otherwise improve the Services, the Documentation and any other product or service being developed or offered (to clients or other third parties) by Xeni from time to time (“Improvements”); and
monitoring Client's and its Representatives’ use of the Services and the Documentation and collecting and using Usage Data in an aggregated and anonymised manner in order to compile statistical and performance information related to the provision and operation of the Services ("Aggregated Statistics").
For clarity, Xeni shall have complete discretion to use the Improvements and the Aggregated Statistics in any way and for any purposes whatsoever (including making them available to its affiliates and other third parties (including other clients)). For clarity, neither the Improvements nor the Aggregated Statistics shall constitute Confidential Information for the purposes of these terms.
Xeni may sub-license the rights granted under this clause 12 to: (a) its affiliates; (b) its Representatives (and the Representatives of its affiliates); and (c) any sub-contractors to whom Xeni subcontracts or delegates its obligations under the Contract.
Client shall defend, indemnify and hold harmless Xeni (in full and on demand) against all Losses suffered or incurred by Xeni, its affiliates and its Representatives (and the Representatives of its affiliates) and arising out of or in connection with (in whole or part) any claim that Xeni’s or its sub-licensees’ use of the Client Materials and/or the Client IPRs infringes a third party’s Intellectual Property Rights.
CONFIDENTIALITY
Confidential Information means all confidential information (however recorded or preserved) disclosed by a party or its Representatives to the other party and that party's Representatives whether before or after the date of these Terms including but not limited to:
any information that would be regarded as confidential by a reasonable business person relating to:
the business, assets, affairs, customers, clients, suppliers, plans, intentions, or market opportunities of the disclosing party (or of any member of the group of companies to which the disclosing party belongs) and the Clients of the disclosing party; and
the operations, processes, product information, know-how, designs, trade secrets or software of the disclosing party (or of any member of the group of companies to which the disclosing party belongs); and
any information developed by the parties in the course of carrying out these Terms.
The provisions of this clause shall not apply to any Confidential Information that:
is or becomes generally available to the public (other than as a result of its disclosure by the receiving party or its Representatives in breach of this clause);
was available to the receiving party on a non-confidential basis before disclosure by the disclosing party;
was, is or becomes available to the receiving party on a non-confidential basis from a person who, to the receiving party's knowledge, is not bound by a confidentiality agreement with the disclosing party or otherwise prohibited from disclosing the information to the receiving party;
the parties agree in writing is not confidential or may be disclosed; or
is developed by or for the receiving party independently of the information disclosed by the disclosing party.
Each party shall keep the other party's Confidential Information secret and confidential and shall not:
use such Confidential Information except for the purpose of exercising or performing its rights and obligations under or in connection with these Terms, including in respect of Xeni, for the purposes of providing the Services (Permitted Purpose); or
disclose such Confidential Information in whole or in part to any third party, except as expressly permitted by this clause 11.
A party may disclose the other party's Confidential Information to those of its Representatives who need to know such Confidential Information for the Permitted Purpose, provided that:
it informs such Representatives of the confidential nature of the Confidential Information before disclosure; and
at all times, it is responsible for such Representatives' compliance with the confidentiality obligations set out in this clause.
A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority (including, without limitation, the Solicitors Regulation Authority and the Immigration Advice Authority) or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of the disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 11.5, it takes into account the reasonable requests of the other party in relation to the content of the disclosure.
A party may, provided that it has reasonable grounds to believe that the other party is involved in activity that may constitute a criminal offence under the Bribery Act 2010, disclose Confidential Information to the Serious Fraud Office without first informing the other party of such disclosure.
Notwithstanding any other term of this agreement, nothing shall preclude Xeni from identifying the Client as a customer of Xeni. The Client hereby grants to Xeni a worldwide, royalty-free licence to use the Client’s Marks (a) on Xeni’s website and in other marketing materials, and (b) for financial reporting purposes and in relation to potential investors. The Client warrants that it has in place and will maintain all necessary rights or licences in respect of the Client’s Marks in order for Xeni to exercise its rights under this clause.
Each party reserves all rights in its Confidential Information. No rights or obligations in respect of a party's Confidential Information other than those expressly stated in this clause are granted to the other party, or to be implied from these Terms.
On termination of the Contract, each party shall:
destroy or return to the other party all documents and materials (and any copies) containing, reflecting, incorporating or based on the other party's Confidential Information;
erase all the other party's Confidential Information from computer and communications systems and devices used by it, including such systems and data storage services provided by third parties (to the extent technically and legally practicable); and
certify in writing to the other party that it has complied with the requirements of this clause, provided that a recipient party may retain documents and materials containing, reflecting, incorporating or based on the other party's Confidential Information to the extent required by law or any applicable governmental or regulatory authority. The provisions of this clause shall continue to apply to any such documents and materials retained by a recipient party.
Except as expressly stated in these Terms, no party makes any express or implied warranty or representation concerning its Confidential Information.
The above provisions of this 13 shall continue to apply after termination of the Contract.
INDEMNITY
The Client shall defend, indemnify and hold harmless Xeni against claims, actions, proceedings and Losses arising out of or in connection with the Client's use of the Services and/or Documentation, provided that:
the Client is given prompt notice of any such claim;
Xeni provides reasonable co-operation to the Client in the defence and settlement of such claim, at the Client's expense; and
the Client is given sole authority to defend or settle the claim.
Subject to clause 14.3, Xeni shall defend the Client, its officers, directors and employees against any claim that the Client's use of the Services or Documentation in accordance with these Terms infringes any third party Intellectual Property Rights, and shall indemnify the Client for any amounts awarded against the Client in judgment or settlement of such claims, provided that:
Xeni is given prompt notice of any such claim;
the Client does not make any admission, or otherwise attempt to compromise or settle the claim and provides reasonable co-operation to Xeni in the defence and settlement of such claim, at Xeni's expense; and
Xeni is given sole authority to defend or settle the claim.
In the defence or settlement of any claim, Xeni may procure the right for the Client to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate the Contract on 2 Business Days' notice to the Client without any additional liability or obligation to pay liquidated damages or other additional costs to the Client.
In no event shall Xeni, its employees, agents and sub-contractors be liable to the Client to the extent that the alleged infringement is based on:
a modification of the Services or Documentation by anyone other than Xeni; or
the Client's use of the Services or Documentation in a manner contrary to the instructions given to the Client by Xeni; or
the Client's use of the Services or Documentation after notice of the alleged or actual infringement from Xeni or any appropriate authority; or
the Client Data; or
the Client's breach of these Terms.
The foregoing states the Client's sole and exclusive rights and remedies, and Xeni's (including Xeni's employees', agents' and sub-contractors') entire obligations and liability, for infringement or alleged infringement of any third party patent, copyright, trade mark or database right by Xeni.
LIMITATION OF LIABILITY
The following definitions apply in this clause 15:
liability: every kind of liability arising under or in connection with these Terms including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise; and
default: any act or omission resulting in one party incurring liability to the other.
Except as expressly and specifically provided in these Terms:
Xeni shall have no liability for any outcomes and results obtained from the use of the Services and the Service Outputs, and for any success or failure resulting from such use;
Xeni shall have no liability to or in respect of any underlying client or customer of the Client;
Xeni shall have no liability for any damage caused by errors or omissions in any Client Data, information, instructions or scripts provided by the Client in connection with the Services, or any actions taken by Xeni at the Client's direction;
all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from these Terms; and
the Services and the Documentation are provided to the Client on an "as is" basis.
Nothing in these Terms excludes the liability of Xeni:
for death or personal injury caused by Xeni's negligence; or
for fraud or fraudulent misrepresentation.
Subject to 15.2 and 15.3:
Xeni shall have no liability for any:
loss of profits,
loss of business,
wasted expenditure,
depletion of goodwill and/or similar losses,
loss or corruption of data or information, or
any special, indirect or consequential loss, costs, damages, charges or expenses; and
Xeni’s total aggregate liability arising in connection with the performance or contemplated performance of the Services and the Contract shall be limited to the total fees paid by the Client to Xeni pursuant to the Contract during the 12 months immediately preceding the date on which the claim arose.
TERMINATION
Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
the other party fails to pay any amount due under these Terms on the due date for payment and remains in default not less than 10 Business Days after being notified in writing to make such payment;
the other party commits a material breach of any other term of these Terms and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified to do so;
the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 as if the words "it is proved to the satisfaction of the court" did not appear in sections 123(1)(e) or 123(2) of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;
the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
the other party applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986;
a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company, partnership or limited liability partnership);
the holder of a qualifying floating charge over the assets of that other party (being a company or limited liability partnership) has become entitled to appoint or has appointed an administrative receiver;
a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within 14 days;
any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in 16.1(c) to clause 14.2(j) (inclusive);
the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business;
the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of these Terms is in jeopardy; or
there is a change of control of the other party (within the meaning of section 1124 of the Corporation Tax Act 2010).
Xeni may terminate the Contract at any time by giving written notice to the Client, provided that in such event Xeni shall provide a pro rata refund for any Fees paid by the Client under clause 10.4 for Services not yet received as of the effective date of termination, less a reasonable sum for work already completed.
On termination of the Contract for any reason:
the licences granted under clause 5.1 of these Terms shall immediately terminate and the Client shall immediately cease all use of the Services and/or the Documentation;
the Client shall immediately pay to Xeni all outstanding unpaid amounts and interest and, in respect of Services supplied but for which no payment has been taken and no invoice has been submitted, Xeni is hereby authorised to process payment or submit an invoice which shall be payable immediately on receipt;
each party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party;
the Client may download or delete the Client Data through the Platform at any time, and Xeni may destroy or otherwise dispose of the Client Data in its possession following the duration of any Client data retention period advised by the Client to Xeni in writing. Provided Xeni receives a written request from the Client, no later than 10 days after the effective date of the termination of the Contract, and subject to payment by the Client of an amount notified by Xeni, Xeni shall provide the Client with a copy of the then most recent back-up of the Client Data. Xeni shall use reasonable endeavours to deliver the back-up to the Client within 30 days of its receipt of such a written request, provided that the Client has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination); and
any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.
FORCE MAJEURE
Neither party shall be in breach of these Terms or otherwise liable for any delay or failure in the performance of its obligations (other than payment obligations) for so long as and to the extent that such delay or failure results from events, circumstances or causes beyond its reasonable control.
CONFLICT
If there is an inconsistency between any of the provisions of these Terms and the Documentation, the provisions of these Terms prevail.
WAIVER
A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
A delay or failure to exercise, or the single or partial exercise of, any right or remedy does not waive that or any other right or remedy, nor does it prevent or restrict the further exercise of that or any other right or remedy.
RIGHTS AND REMEDIES
Except as expressly provided in these Terms, the rights and remedies provided under these Terms are in addition to, and not exclusive of, any rights or remedies provided by law.
SEVERANCE
If any provision or part-provision of these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of these Terms.
If any provision or part-provision of these Terms is deemed deleted under 21.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
ASSIGNMENT
The Client shall not, without the prior written consent of Xeni, assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract.
Xeni may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.
NO PARTNERSHIP OR AGENCY
Nothing in these Terms is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
THIRD PARTY RIGHTS
These Terms do not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Terms.
NOTICES
Any notice given to a party under or in connection with the Contract shall be in writing and shall be sent by email, in the case of the Client to the email address used when signing up for the Services and in the case of Xeni to support@xeni.legal.
Any notice shall be deemed to have been received, at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume.
This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
GOVERNING LAW
The Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and interpreted in accordance with the law of England and Wales.
JURISDICTION
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Contract or its subject matter or formation (including non-contractual disputes or claims).