These Master Terms apply to business customers only.
1. About these Master Terms
These Master Terms apply to the supply of services, software, platform access, consultancy, managed services, projects, third-party products and related work by Axulu Ltd, company number 16866924, with registered office at 124-128 City Road, London, England, EC1V 2NX (Axulu, we, us or our) to business customers (Customer, you or your).
These Master Terms are incorporated into the contract between Axulu and the Customer when the Customer signs a Customer Agreement, accepts an Order, approves a Statement of Work, accepts a proposal or quote, books a paid service, instructs Axulu to start work, renews a service, pays an invoice, uses a platform supplied by Axulu, or otherwise accepts these terms in writing.
These Master Terms do not apply to consumers.
2. Contract Documents and Precedence
The contract between Axulu and the Customer may include a Customer Agreement, one or more Orders, Statements of Work, proposals, quotes, booking confirmations, service schedules, change orders, these Master Terms, the Data Processing Schedule, and any signed special terms.
If there is any conflict, the order of precedence is: signed special terms for the relevant Order; the relevant Order or Statement of Work; the Customer Agreement; the Data Processing Schedule where applicable; these Master Terms; and then any linked policy, service description or operational document.
Customer purchase-order terms, supplier portal terms or other customer terms do not apply unless Axulu expressly accepts the specific conflicting term in writing.
3. Definitions
Agreement means the contract documents between Axulu and the Customer.
Customer Materials means documents, data, policies, evidence, credentials, access, instructions, content, personal data, system information and other materials supplied by or on behalf of the Customer.
Deliverables means reports, analyses, evidence packs, recommendations, software outputs, configurations, documentation, playbooks, workshops, templates, automations, code, integrations or other outputs supplied by Axulu.
Fees means the amounts payable by the Customer to Axulu.
Order means any accepted quote, proposal, order form, Statement of Work, booking confirmation, renewal, change order or written instruction accepted by Axulu.
Services means any consultancy, advisory, cyber, evidence, operational resilience, managed technology, software development, SaaS/platform, AI, automation, data, hosting, connectivity, resale, third-party product, support, implementation or related services supplied by Axulu.
Third-Party Services means software, SaaS, cloud services, AI models, APIs, carriers, hosting, hardware, data providers, distributors, manufacturers, subcontractors, consultants, tools, licences or services supplied, connected, recommended or used in relation to the Services.
4. Services and Legal Categories
Commercial labels such as Axulu Safe, Plan, Supercharge, Titanium or similar names are marketing, packaging or offer labels. They are not narrow legal definitions.
The legal service categories may include consultancy and advisory services, managed technology services, software development services, SaaS/platform services, AI, automation and data services, cyber, evidence and operational resilience services, third-party products and services, and hosting or connectivity services.
Axulu will provide the Services described in the relevant Order using reasonable skill and care. Unless expressly agreed in writing, dates and milestones are estimates and time is not of the essence.
5. No Regulated Advice or Guaranteed Outcomes
Unless expressly agreed in writing, Axulu does not provide regulated legal, insurance, audit, accountancy, investment, medical, tax or regulatory advice.
Axulu does not guarantee insurer payout, policy coverage, regulatory approval, audit pass, certification, tender success, cyber breach prevention, data recovery, commercial outcome, cost saving, revenue improvement, AI accuracy, uninterrupted service or third-party approval.
The Customer remains responsible for management decisions, board decisions, legal advice, insurance notifications, regulatory filings, implementation choices and its own verification of outputs.
6. Customer Responsibilities
The Customer must cooperate with Axulu and provide accurate, complete and lawful Customer Materials, access, credentials, decisions, approvals, people, premises, systems, licences, consents and instructions reasonably required for the Services.
The Customer must ensure that it has the right to provide Customer Materials to Axulu and to authorise Axulu to access any system, data, account, environment, supplier or third-party service.
7. Fees, Payment and No Set-Off
The Customer must pay all Fees in full without set-off, deduction, withholding, counterclaim or defence except where required by law. Unless the Order says otherwise, payment is due within 14 days of the invoice date.
Axulu may charge interest and reasonable recovery costs on overdue amounts. Fees exclude VAT and applicable taxes unless stated. Axulu may require Direct Debit where stated in the Order.
The Customer acknowledges that Axulu may assign, charge or finance its receivables, and the Customer will not do anything that impairs the assignment or financing of Axulu receivables.
8. Third-Party Services and Pass-Through
The Customer is responsible for all third-party charges, price changes, minimum terms, licence changes, carrier commitments, supplier charges, early termination charges and pass-through costs connected with the Services. Axulu may pass through third-party price increases, licence changes and supplier commitments.
Third-Party Services are provided subject to the relevant third party's terms. Axulu is not responsible for the acts, omissions, availability, security or performance of third parties.
9. Intellectual Property
Axulu owns and retains all intellectual property rights in its methods, know-how, templates, tools, software, platforms, automations, internal tooling, build pipelines and underlying materials, including anything developed before or during the provision of the Services.
Unless expressly agreed otherwise in writing, the Customer receives a limited, non-exclusive, non-transferable licence to use Deliverables for its own internal business purposes, and only while the relevant paid support, hosting, subscription or platform arrangement remains active.
Axulu does not provide source code, escrow, platform handover, administrative rights, build pipelines, underlying automation or internal tooling by default.
10. Confidentiality
Each party will keep the other's confidential information confidential and use it only for the Agreement. This does not apply to information that is public through no breach, already known, independently developed, or required to be disclosed by law or regulator.
11. Data Protection
Each party will comply with applicable data protection law. Where Axulu processes personal data on behalf of the Customer as processor, the Data Processing Schedule applies. Where Axulu acts as controller, the Axulu Privacy Notice applies.
12. Liability
Nothing in the Agreement limits liability that cannot be limited by law, including death or personal injury caused by negligence, or fraud.
Subject to the above, Axulu is not liable for loss of profit, revenue, business, goodwill, anticipated savings, data, or for indirect or consequential loss.
Subject to the above, Axulu's total liability for all claims connected with an Order is limited to the Fees actually paid by the Customer for that Order in the three months before the event giving rise to the claim, excluding pass-through and third-party costs.
13. Suspension
Axulu may suspend Services for non-payment, security risk, legal reasons, third-party requirements, risk to systems or users, or Customer breach. Suspension support and reinstatement are chargeable at Axulu's then-current rates unless the suspension was caused by Axulu's breach.
14. Term, Renewal and Termination
Each Order runs for its initial or minimum term and renews as stated in the Order. Either party may terminate for material unremedied breach or insolvency. If the Customer exits, terminates, cancels or migrates away during an initial, minimum or fixed term, the Customer must pay all remaining fees for the unexpired term, unpaid fees, committed costs and non-cancellable third-party commitments.
15. Exit and Transition
Exit, transition, migration, data export, data holding, suspension support and handover assistance are chargeable professional services at Axulu's then-current rates. Axulu may delete live service data 60 days after service closure, subject to lawful retention rights.
16. Warranties and Disclaimers
Axulu provides the Services with reasonable skill and care. Except as expressly stated, all other warranties, conditions and terms implied by statute or common law are excluded to the fullest extent permitted by law.
17. Non-Solicitation
During the Services and for 12 months afterwards, the Customer will not solicit or employ any Axulu personnel involved in the Services, except with Axulu's written consent or through a general recruitment campaign not targeted at Axulu.
18. Force Majeure
Neither party is liable for delay or failure caused by events beyond its reasonable control. This does not excuse payment obligations.
19. General
The Agreement is the entire agreement between the parties. No variation is effective unless in writing. If any term is unenforceable, the rest remains in force. A failure to enforce a term is not a waiver. The Agreement does not create a partnership, agency or joint venture. Axulu may use subcontractors. Notices must be in writing.
20. Governing Law and Jurisdiction
The Agreement and any dispute connected with it are governed by the laws of England and Wales, and the parties submit to the exclusive jurisdiction of the courts of England and Wales.