Terms of Service

Acceptance of these terms

By visiting xperion.ai, requesting a proposal, signing a Statement of Work with us, or otherwise engaging Xperion AI ("Xperion", "we", "us"), you agree to these Terms of Service. If you are acting for a company or other legal entity, you confirm you have authority to bind that entity, and "you" then refers to both you and that entity. If you do not agree, do not use the site and do not engage us.

These Terms apply alongside our Privacy Policy, our Cookie Policy, and any Master Services Agreement (MSA) or Statement of Work (SOW) signed between us. Where an executed MSA or SOW differs from these Terms, the signed agreement controls.

Our services

Xperion offers five practices, available individually or in combination under a single MSA:

• Resource Augmentation: senior contractors placed onto your team.
• Intelligent AI Solutions: design, build, and operation of production AI systems.
• Technology Consulting: strategy, architecture, and delivery oversight.
• Marketing: go-to-market strategy, brand, content, and revenue operations.
• Design and UX: product, brand, and design systems.

The specific services, deliverables, milestones, pricing, and acceptance criteria for each engagement are set out in the SOW. The website is informational. Nothing on the site is a binding offer.

Client responsibilities

To deliver well, we rely on you to:

• Provide timely access to people, systems, data, and approvals reasonably required for the work.
• Designate a primary point of contact authorised to make decisions and sign off on deliverables.
• Ensure that any data or materials you provide do not infringe a third party's rights and may lawfully be used for the agreed purpose.
• Maintain backups of your own systems and data, independent of any backups we may operate as part of the service.
• Comply with applicable laws when using the deliverables we provide.

Delays caused by client responsibilities not being met can shift timelines and may incur additional fees, which we will agree in writing before applying.

Fees and payment

Fees, currency, billing frequency, and payment terms are set out in each SOW. Unless an SOW says otherwise:

• Invoices are issued monthly in arrears, payable within 30 days of invoice date.
• Fees are exclusive of applicable taxes, duties, and bank charges, which are your responsibility.
• Late payments may accrue interest at 1.5% per month, or the maximum rate allowed by law, whichever is lower.
• We may pause work, after written notice, on any invoice unpaid more than 30 days past due.
• Reasonable, pre-approved expenses (travel, third-party software required to deliver the work) are billable at cost.

Intellectual property

Pre-existing IP

Each party keeps ownership of intellectual property it brought into the engagement or developed independently of it. This includes our internal frameworks, methodologies, tools, accelerators, and any reusable code libraries we maintain.

Deliverables

On full payment of fees due for the relevant deliverable, we assign to you all right, title, and interest in the custom work products created specifically for you under the SOW, as a work-for-hire to the extent permitted by law, with a backstop assignment otherwise. You may use, modify, and distribute those deliverables for any lawful purpose.

Licensed Xperion IP

Where a deliverable incorporates our pre-existing IP, we grant you a perpetual, worldwide, royalty-free, non-exclusive licence to use that pre-existing IP solely as embedded in the deliverable, for your internal business purposes. You may not extract our pre-existing IP for resale or to build competing services.

Third-party and open-source components

Where deliverables include third-party or open-source components, those remain subject to their own licences, which we will disclose on request or in the deliverable itself.

Feedback and aggregated learnings

We may use anonymised, aggregated learnings (for example, that a certain architectural pattern works well for a class of problem) to improve our services, provided no client information, brand, or confidential material is identifiable.

Confidentiality

Each party will protect the other's confidential information with the same care it uses for its own, and at minimum with reasonable care. Confidential information includes anything marked confidential or that a reasonable person would understand to be confidential given its nature and context. This obligation survives termination for 5 years, and indefinitely for trade secrets. Standard exceptions apply: information that is or becomes public through no breach of these Terms, was lawfully known before disclosure, is independently developed, or is rightfully received from a third party without restriction.

Data protection

Where we process personal data on your behalf, we do so as a processor under your written instructions, subject to the data processing terms set out in the MSA or, if none is signed, the standard data processing addendum available on request. We will assist with data subject requests, security incidents, and impact assessments as required by law. Details of our security posture are on the Security & Compliance page.

Warranties

We warrant that services will be performed in a workmanlike manner consistent with prevailing professional standards. Your sole remedy for breach of this warranty is, at our option, re-performance of the affected services or refund of the fees paid for them, provided you notify us within 30 days of the relevant deliverable.

Except as expressly set out, services and deliverables are provided "as is", and we disclaim all other warranties, whether express, implied, or statutory, including any warranty of merchantability, fitness for a particular purpose, accuracy, or non-infringement. We do not warrant that any AI system will produce specific outputs, that any deliverable will achieve specific business outcomes, or that services will be uninterrupted or error-free.

Limitation of liability

To the maximum extent permitted by law:

• Neither party will be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenue, lost data, or loss of goodwill, even if advised of the possibility.
• Each party's total cumulative liability arising out of or related to these Terms or any SOW will not exceed the fees actually paid to us under the relevant SOW in the 12 months immediately preceding the event giving rise to the claim.

These limits do not apply to: a party's indemnification obligations, breach of confidentiality, infringement of the other party's intellectual property, or liability that cannot be excluded by law (for example, gross negligence, wilful misconduct, or death or personal injury caused by negligence).

Indemnification

Each party will defend, indemnify, and hold the other harmless against third-party claims arising from the indemnifying party's: (a) breach of these Terms or an SOW, (b) infringement of intellectual property or violation of law in materials it provides, or (c) wilful misconduct or gross negligence. The indemnifying party has the right to control the defence and settlement, provided the settlement does not impose non-financial obligations on the other party without consent.

Term and termination

The MSA continues until terminated. Either party may terminate the MSA or any SOW for convenience with 30 days' written notice. Either party may terminate immediately for the other's material breach not cured within 15 days of written notice, or for the other's insolvency or assignment for the benefit of creditors. On termination, you will pay for services performed and reasonable wind-down costs through the effective date, and we will deliver work in progress in the state it is in.

Sections that by their nature should survive termination will survive, including IP, confidentiality, payment of accrued fees, warranty disclaimers, liability limits, indemnities, and dispute resolution.

Independent contractors

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship. Neither party has authority to bind the other.

Non-solicitation

During an engagement and for 12 months after its end, you will not directly or indirectly solicit for employment or engagement any Xperion personnel introduced to you in connection with the work, without our prior written consent. Job postings made generally available to the public are not a breach of this clause.

Dispute resolution

These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles, and excluding the UN Convention on Contracts for the International Sale of Goods. The parties will first attempt to resolve any dispute through good-faith negotiation between executive sponsors for at least 30 days. If unresolved, the dispute will be finally settled by binding arbitration administered by JAMS under its Comprehensive Arbitration Rules, seated in New York, New York, in English, before a single arbitrator. Judgment on the award may be entered in any court of competent jurisdiction. Either party may seek interim injunctive relief in any court of competent jurisdiction to protect its intellectual property or confidential information. Each party waives any right to a jury trial and to participate in a class action.

Force majeure

Neither party is liable for delays or failures caused by events beyond its reasonable control, including natural disasters, war, terrorism, civil unrest, labour action, internet or utility failures, government action, or pandemics. The affected party will notify the other promptly and resume performance as soon as practicable.

Miscellaneous

• Entire agreement: these Terms, together with any signed MSA, SOW, and incorporated policies, form the entire agreement and supersede prior discussions on the same subject.
• Assignment: neither party may assign these Terms without the other's written consent, except in connection with a merger, reorganisation, or sale of substantially all of its assets.
• Severability: if any provision is unenforceable, the rest remains in force, and the unenforceable provision will be construed to give the closest valid effect to the original intent.
• Waiver: failure to enforce a provision is not a waiver of the right to enforce it later.
• Notices: notices to Xperion must be sent to legal@xperion.ai with a copy of any legal notice to the business address on file. Notices to you will be sent to the email or address on your account.
• Changes: we may update these Terms from time to time. Material changes will be notified to active clients in writing at least 30 days before they take effect.

Contact

Questions about these Terms: legal@xperion.ai. General enquiries: info@xperion.ai.