Terms & Conditions

1. Acceptance of Terms

By accessing, browsing, registering for, or using any service, platform, website, or digital property operated by Xelium Labs (“Xelium”, “we”, “our”, or “us”), you (“Client”, “User”, or “you”) agree to be legally bound by these Terms of Service (“Terms”), our Global Privacy Policy, and any additional terms, policies, or agreements incorporated by reference.

These Terms constitute a legally binding agreement between you and Xelium Labs. For corporate clients, the individual accepting these Terms represents and warrants that they have the authority to bind the organization to these Terms.

2. Definitions

The following defined terms apply throughout these Terms of Service:

3. Eligibility & Account Registration

3.1 Eligibility

To access or use Xelium Labs’ Services and Platform, you must:

• Be at least 18 years of age or the age of majority in your jurisdiction
• Have the legal capacity to enter into binding agreements
• Not be barred from receiving services under any applicable law or regulation
• Act on behalf of a legal entity with valid authority to do so, if applicable

3.2 Account Registration

Certain Services require account registration. When registering, you agree to:

• Provide accurate, complete, and current information
• Maintain and promptly update your information to keep it accurate
• Keep your login credentials confidential and not share access with unauthorized persons
• Notify Xelium Labs immediately of any unauthorized access at security@xeliumlabs.com

Xelium Labs reserves the right to suspend or terminate accounts where registration information is found to be false, misleading, or in violation of these Terms.

4. Services Offered by Xelium Labs

Xelium Labs provides a broad portfolio of technology and business services to enterprise, mid-market, and growth clients globally. Our core service lines include:

The specific scope, deliverables, timelines, and commercial terms for each engagement are defined in a separate Statement of Work (SOW) or Master Services Agreement (MSA) executed between Xelium Labs and the Client. In the event of conflict between these Terms and an executed SOW or MSA, the SOW or MSA shall prevail.

5. Client Obligations & Acceptable Use

5.1 Client Obligations

Clients engaging Xelium Labs agree to:

• Provide timely access to systems, data, personnel, and resources reasonably required for service delivery
• Designate an authorized point of contact responsible for decisions and approvals
• Ensure all information provided to Xelium Labs is accurate, lawful, and does not infringe third-party rights
• Comply with all applicable laws in connection with their use of Xelium Labs’ Services
• Obtain all necessary consents, approvals, and licenses required for Xelium Labs to process Client data

5.2 Acceptable Use Policy

Users must not use the Platform or Services to:

• Violate any applicable local, national, or international law or regulation
• Upload, transmit, or distribute malware, viruses, or any malicious code
• Attempt unauthorized access to Xelium Labs systems, networks, or data
• Engage in denial-of-service attacks, scraping, or automated data extraction without consent
• Impersonate any person, organization, or entity
• Use the Platform for any unlawful, fraudulent, or harmful purpose
• Reverse-engineer, decompile, or disassemble any Xelium Labs software or technology
• Resell, sublicense, or commercialize Xelium Labs’ Services without prior written authorization

6. Intellectual Property Rights

6.1 Xelium Labs Intellectual Property

All intellectual property rights in the Platform, proprietary tools, methodologies, frameworks, software, documentation, training materials, and pre-existing works belong exclusively to Xelium Labs or its licensors. Nothing in these Terms transfers ownership of Xelium Labs’ intellectual property to the Client.

6.2 Client Intellectual Property

Xelium Labs acknowledges that all intellectual property rights in Client data, Client systems, and Client’s pre-existing materials remain solely with the Client. The Client grants Xelium Labs a limited, non-exclusive license to use such materials solely to the extent necessary to deliver the Services.

6.3 Deliverables

Ownership of Deliverables created specifically for a Client will be as agreed in the applicable SOW. Unless explicitly stated otherwise in writing, Deliverables that incorporate Xelium Labs’ proprietary methodologies or reusable components shall be licensed to the Client, not assigned.

6.4 Feedback & Suggestions

Any feedback, suggestions, or ideas provided by Clients or Users regarding Xelium Labs’ Services may be used by Xelium Labs without restriction, obligation, or compensation.

7. Confidentiality

7.1 Mutual Obligations

Each party agrees to: (i) hold the other party’s Confidential Information in strict confidence; (ii) use Confidential Information solely for the purposes of performing obligations under these Terms or the applicable SOW; and (iii) not disclose Confidential Information to any third party without the prior written consent of the disclosing party, except to employees or subcontractors with a need to know who are bound by equivalent confidentiality obligations.

7.2 Exclusions

Confidentiality obligations do not apply to information that: (i) is or becomes publicly available through no fault of the receiving party; (ii) was rightfully known to the receiving party prior to disclosure; (iii) is independently developed without use of Confidential Information; or (iv) is required to be disclosed by law or court order, provided the receiving party gives prompt written notice where legally permissible.

7.3 Duration

Confidentiality obligations survive the termination or expiry of these Terms for a period of three (3) years, or indefinitely in respect of trade secrets and personally identifiable information.

8. Fees, Invoicing & Payment Terms

8.1 Fees

Fees for Services are as specified in the applicable SOW or MSA. Xelium Labs reserves the right to revise its standard rates with thirty (30) days’ written notice for ongoing engagements not covered by a fixed-price SOW.

8.2 Invoicing

Unless otherwise agreed in writing, Xelium Labs will issue invoices on a monthly basis or upon completion of agreed milestones. All invoices are payable within thirty (30) days of the invoice date unless an alternative payment schedule is specified in the SOW.

8.3 Late Payment

Invoices not paid within the agreed payment terms will accrue interest at the rate of 1.5% per month (or the maximum rate permitted by applicable law, if lower) from the due date until the date of full payment. Xelium Labs reserves the right to suspend Services in the event of non-payment exceeding thirty (30) days past the due date.

8.4 Taxes

All fees are exclusive of applicable taxes, duties, levies, and surcharges, including GST, HST, VAT (where applicable), withholding taxes, or any other governmental charges. Each party is responsible for taxes imposed on its own income. Where Xelium Labs is required by law to collect applicable taxes, these will be added to the invoice.

8.5 Disputed Invoices

If a Client disputes any portion of an invoice in good faith, it must notify Xelium Labs in writing within ten (10) business days of receipt, specifying the disputed amount and the grounds for dispute. The undisputed portion of any invoice remains due and payable.

9. Service Levels & Support

Xelium Labs will use commercially reasonable efforts to deliver Services in a professional and timely manner in accordance with the standards specified in the applicable SOW. Where a Service Level Agreement (SLA) is incorporated into an SOW, those SLA terms govern response times, availability targets, and remedies for non-compliance.

In the absence of a specific SLA, Xelium Labs commits to:

• Acknowledging support requests within two (2) business days
• Providing a substantive response or resolution plan within five (5) business days for standard issues
• Escalating critical incidents (defined as material service outages or security incidents) within four (4) hours

Planned maintenance that may affect service availability will be communicated to Clients with at least forty-eight (48) hours’ advance notice, except in cases of emergency maintenance required to preserve security or system integrity.

10. Data Protection & Privacy

10.1 Alignment with Privacy Policy

The collection, use, processing, and protection of personal data in connection with the Services is governed by Xelium Labs’ Global Privacy Policy, available at https://xeliumlabs.com/privacy, which is incorporated into these Terms by reference. In the event of conflict between these Terms and the Privacy Policy on data protection matters, the Privacy Policy shall prevail.

10.2 Data Processing Agreement

Where Xelium Labs processes personal data on behalf of a Client as a Data Processor, the parties will enter into a separate Data Processing Agreement (DPA) that complies with applicable data protection legislation including CCPA/CPRA, India DPDPA 2023, PIPEDA, and PDPA.

10.3 Client Data Responsibilities

Clients remain solely responsible for: (i) ensuring they have a lawful basis to share personal data with Xelium Labs; (ii) obtaining all necessary data subject consents; (iii) ensuring their use of Xelium Labs’ Services complies with applicable data protection law.

10.4 Security

Xelium Labs implements appropriate technical and organizational security measures as described in the Privacy Policy (Section 9). Clients are responsible for securing their own access credentials, systems, and endpoints used to interact with Xelium Labs’ Services.

11. Representations & Warranties

11.1 Xelium Labs Warrants That:

• It has the legal authority and right to enter into and perform its obligations under these Terms
• Services will be performed with reasonable skill, care, and expertise by qualified personnel
• It will comply with all applicable laws and regulations in the performance of Services
• It holds all necessary licenses, permits, and authorizations required to deliver the Services
• Its performance will not knowingly infringe the intellectual property rights of any third party

11.2 Client Warrants That:

• It has the legal authority to enter into and be bound by these Terms
• All information and materials provided to Xelium Labs are accurate, lawful, and do not infringe third-party rights
• It will comply with all applicable laws in connection with its use of the Services
• It has obtained all necessary third-party consents, licenses, and approvals required for Xelium Labs to perform the Services

12. Disclaimers & Limitation of Liability

12.1 Disclaimer of Warranties

EXCEPT AS EXPRESSLY STATED IN THESE TERMS OR AN APPLICABLE SOW, XELIUM LABS’ SERVICES AND PLATFORM ARE PROVIDED “AS IS” AND “AS AVAILABLE”. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, XELIUM LABS DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

12.2 Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW:

• XELIUM LABS’ TOTAL CUMULATIVE LIABILITY TO THE CLIENT ARISING OUT OF OR IN CONNECTION WITH THESE TERMS SHALL NOT EXCEED THE TOTAL FEES PAID BY THE CLIENT TO XELIUM LABS IN THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
• IN NO EVENT SHALL XELIUM LABS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES.

13. Indemnification

Each party (“Indemnifying Party”) agrees to defend, indemnify, and hold harmless the other party and its officers, directors, employees, agents, and successors (“Indemnified Parties”) from and against any third-party claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising from:

13.1 Client Indemnifies Xelium Labs Against:

• Client’s breach of these Terms, applicable law, or any third-party rights
• Client’s unauthorized or unlawful use of the Services or Platform
• Client’s failure to obtain required consents, licenses, or regulatory approvals
• Any claims arising from Client-supplied data, content, or materials

13.2 Xelium Labs Indemnifies Client Against:

• Xelium Labs’ material breach of these Terms
• Xelium Labs’ gross negligence or willful misconduct in the performance of Services
• Any claim that Xelium Labs’ proprietary tools or methodologies infringe a third party’s intellectual property rights

14. Term & Termination

14.1 Term

These Terms are effective from the date of first acceptance and continue until terminated in accordance with this Section, or until the expiry or termination of all active SOWs or MSAs.

14.2 Termination for Convenience

Either party may terminate these Terms or an active SOW for convenience by providing thirty (30) days’ prior written notice to the other party, unless a different notice period is specified in the applicable SOW. The Client remains liable for all fees accrued and work completed through the termination date.

14.3 Termination for Cause

Either party may terminate these Terms or an SOW immediately upon written notice if the other party: (i) commits a material breach that remains uncured for fifteen (15) days after receipt of written notice; (ii) becomes insolvent, enters bankruptcy or liquidation proceedings; or (iii) engages in fraudulent, illegal, or willfully harmful conduct.

14.4 Effect of Termination

Upon termination:

• All outstanding fees for work completed become immediately due and payable
• Each party shall return or destroy the other’s Confidential Information upon written request
• Xelium Labs will provide reasonable transition assistance for up to thirty (30) days at its standard rates
• Sections 6, 7, 8, 12, 13, 14.4, 16, and 18 survive termination

15. Force Majeure

Neither party shall be liable for any failure or delay in performance of its obligations under these Terms where such failure or delay is caused by a Force Majeure Event, provided that the affected party: (i) promptly notifies the other party in writing of the nature and expected duration of the event; (ii) uses commercially reasonable efforts to mitigate the impact and resume performance; and (iii) resumes performance as soon as reasonably practicable.

If a Force Majeure Event prevents performance for more than sixty (60) consecutive days, either party may terminate the affected SOW upon fourteen (14) days’ written notice without further liability, except for payment of fees for work already completed.

16. Dispute Resolution & Governing Law

16.1 Good Faith Negotiation

The parties agree to attempt to resolve any dispute, controversy, or claim arising out of or relating to these Terms or the Services through good faith negotiation between senior representatives of both parties. Either party may initiate this process by written notice to the other. The parties will meet (in person, by phone, or video) within fifteen (15) business days of such notice.

16.2 Arbitration

If the dispute is not resolved within thirty (30) days of the good faith negotiation process, it shall be finally resolved by binding arbitration administered under the rules of the applicable arbitration body in the governing jurisdiction, by a single arbitrator. The arbitrator’s award shall be final and binding. The costs of arbitration shall be shared equally unless the arbitrator determines otherwise.

16.3 Governing Law & Jurisdiction

Nothing in this Section prevents either party from seeking urgent injunctive or equitable relief from a court of competent jurisdiction to prevent irreparable harm.

17. Modifications to Terms

Xelium Labs reserves the right to modify these Terms at any time. Where modifications are material, Xelium Labs will:

• Provide at least thirty (30) days’ prior written notice by email or prominent website notice
• Post the updated Terms at https://xeliumlabs.com/terms with a revised effective date
• Obtain affirmative consent where required by applicable law

Your continued use of the Services after the effective date of the revised Terms constitutes acceptance of the changes. If you do not agree to the revised Terms, you must cease using the Services and notify Xelium Labs in writing.

18. General Provisions

Entire Agreement: These Terms, together with the Privacy Policy and any executed SOW or MSA, constitute the entire agreement between the parties and supersede all prior agreements, representations, and understandings relating to the subject matter.

Severability: If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.

Waiver: No failure or delay by either party to enforce any provision of these Terms constitutes a waiver of that party’s rights.

Assignment: Neither party may assign these Terms or any rights or obligations hereunder without the prior written consent of the other party, except that Xelium Labs may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets with prior notice to the Client.

Notices: All legal notices under these Terms must be in writing and delivered by email (with confirmation of receipt) or courier to the addresses specified in the applicable SOW or MSA. Notices to Xelium Labs must be sent to legal@xeliumlabs.com.

No Partnership or Agency: Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship between the parties.

Headings: Section headings are for convenience only and shall not affect the interpretation of these Terms.

Counterparts: Any executed agreements under these Terms may be signed in counterparts, including by electronic signature, each of which shall be deemed an original.

Language: These Terms are drafted in English. In case of conflict between an English version and any translation, the English version shall prevail.

19. Contact Information

For any queries, concerns, or notices relating to these Terms of Service, please contact Xelium Labs at:

AI and Automated Technologies

Xelium Labs may utilize artificial intelligence, machine learning, and automated technologies in delivering certain Services. Xelium Labs will implement commercially reasonable safeguards to ensure such technologies are used responsibly and in accordance with applicable laws and contractual obligations. Clients remain responsible for reviewing and validating outputs generated through AI-enabled Services before relying upon them for business decisions.

Export Compliance

Each party agrees to comply with applicable export control, sanctions, and trade laws. Clients shall not use the Services in any jurisdiction or manner prohibited by applicable laws.

Anti-Bribery and Anti-Corruption

Each party agrees to comply with all applicable anti-corruption and anti-bribery laws, including the U.S. Foreign Corrupt Practices Act (FCPA), the UK Bribery Act, and equivalent laws in applicable jurisdictions.