Terms of Service

1. Who we are

Xeniflow Ltd is a company registered in England & Wales with its registered office at 11 The Crofts, Rotherham S60 2DJ. References to "Xeniflow", "we", "us", and "our" mean Xeniflow Ltd. "You" and "your" refer to the individual or business accessing our website or engaging our services.

2. Use of our website

You may use our website for lawful purposes only. You agree not to:

• Use the site in any way that breaches applicable local, national, or international laws.
• Attempt to gain unauthorised access to our site, servers, or any connected systems.
• Introduce viruses, malware, or any other harmful material.
• Copy, reproduce, or redistribute content without our written permission.

We reserve the right to withdraw or amend our website without notice.

3. Services and engagement

All services provided by Xeniflow are governed by a written proposal or Statement of Work (SOW), which will set out:

• The scope of work, deliverables, and timelines.
• The fixed price or rate, along with payment terms.
• Any client responsibilities (such as providing access to systems, data, or stakeholders).
• Acceptance criteria and handover requirements.

Where a conflict exists between these terms and a signed SOW, the SOW takes precedence for that specific engagement.

4. Quotes and pricing

Quotes provided by Xeniflow are valid for 30 days unless otherwise stated. Our pricing is fixed per project wherever possible. Where scope changes materially during a project, we will discuss the impact and provide a revised quote before proceeding.

All prices are quoted in GBP and exclude VAT unless explicitly stated otherwise.

5. Payment terms

Unless otherwise agreed in writing:

• Projects are invoiced in stages — typically 40% on commencement, and the balance on completion.
• Retained support arrangements are invoiced monthly in advance.
• Invoices are due within 14 days of issue.
• We reserve the right to charge interest on overdue invoices at 4% above the Bank of England base rate, in line with the Late Payment of Commercial Debts (Interest) Act 1998.

6. Client responsibilities

To deliver projects successfully, you agree to:

• Provide timely access to the systems, accounts, and data required for the project.
• Nominate a single point of contact with authority to make decisions.
• Respond to questions and approvals within a reasonable timeframe (usually 5 working days).
• Ensure that any data you share with us is lawfully held and can legally be shared.

Delays caused by client-side dependencies may affect timelines and could result in additional costs.

7. Intellectual property

On full payment, all deliverables produced specifically for you — including workflow configurations, custom code, and documentation — become your property. You are free to use, modify, and extend them without restriction.

Xeniflow retains ownership of any pre-existing tools, frameworks, or methodologies used to deliver the work. We also retain the right to reference the project in our portfolio and case studies, unless you request otherwise in writing.

8. Confidentiality

Both parties agree to keep confidential any non-public information shared during the engagement. This obligation survives termination of the engagement and continues indefinitely.

We may disclose confidential information if legally required to do so, provided we notify you in advance where permitted.

9. Warranties and disclaimers

We warrant that our services will be performed with reasonable skill and care, and by suitably qualified personnel. We will fix any material defects in our deliverables, notified within 30 days of handover, at no additional cost.

Beyond this, our website and services are provided "as is". We make no warranty that:

• Automation will be uninterrupted, error-free, or compatible with all future changes to third-party systems.
• Any specific business outcome (such as a percentage time saving) will be achieved, though we make every reasonable effort to deliver on our projections.

10. Limitation of liability

To the maximum extent permitted by law:

• Our total liability in connection with any engagement is limited to the total fees paid by you for that engagement in the 12 months preceding the claim.
• We are not liable for indirect, consequential, or incidental losses, including lost profits, lost revenue, or loss of data.
• Nothing in these terms limits liability for death or personal injury caused by negligence, fraud, or any other liability that cannot be excluded by law.

11. Termination

Either party may terminate an engagement with 30 days' written notice. On termination:

• You remain liable for fees for work completed up to the termination date.
• We will deliver any work in progress and provide a reasonable handover.
• Provisions relating to confidentiality, intellectual property, and liability survive termination.

We may terminate immediately if you breach these terms, fail to pay undisputed invoices, or engage in unlawful activity.

12. Third-party services

Our work often involves third-party platforms (such as CRMs, accounting systems, and automation tools). We are not responsible for the availability, security, pricing, or terms of these third parties. Any changes they make to their APIs or features may affect the ongoing operation of automations we've built. Retained support arrangements cover reasonable adjustments for such changes.

13. Force majeure

Neither party is liable for failure to perform obligations caused by events outside their reasonable control, including but not limited to natural disasters, war, pandemics, internet outages, or third-party service failures.

14. Governing law

These terms are governed by the laws of England & Wales. Any disputes will be subject to the exclusive jurisdiction of the courts of England & Wales.

15. Changes to these terms

We may update these terms occasionally. The version in force at the time of your engagement is the one that applies to that engagement. Continued use of our website constitutes acceptance of the current version.

16. Contact

For any questions about these terms, contact us:

• Email: luqman@xeniflowltd.uk
• Phone: +44 752 962 6287
• Post: Xeniflow Ltd, 11 The Crofts, Rotherham S60 2DJ, England