Terms of Service

1. Definitions

• “Xpitro”, “we”, “us”, or “our” means Xalterra Ltd, a company incorporated in England and Wales, which provides the Xpitro software platform.
• “Customer” means the organisation that enters into a subscription or otherwise authorises use of the Services.
• “Authorised Users” means individuals authorised by a Customer to access the Services.
• “Customer Content” means any data, documents, policies, evidence, or other materials submitted to the Services by or on behalf of a Customer.
• “Subscription Term” means the period during which the Customer is entitled to access the Services.
• “Documentation” means user guides and materials made available by Xalterra Ltd in connection with the Services.
• “Order Form” means any ordering document or online subscription specifying Services, fees, and term.

2. Description of the Services

Xpitro provides an AI-powered security and compliance management platform that helps organisations manage risk, streamline audits, and maintain continuous compliance across regulatory frameworks.

The Services are provided for business and organisational use only. By using the Services, you confirm that you are authorised to act on behalf of your organisation.

3. Accounts and Access

To access certain features, Authorised Users must create an account. You agree to provide accurate, current, and complete information and keep your account information up to date.

The Customer is responsible for maintaining the confidentiality of account credentials and for all activities that occur under its accounts. You must notify us promptly of any unauthorised access or security incident affecting your account.

We may suspend access where we reasonably believe there is a security risk, misuse, or breach of these Terms.

4. Acceptable Use

You agree not to use the Services to:

• Violate any applicable law or regulation
• Upload unlawful, infringing, or harmful content
• Introduce malware or malicious code
• Interfere with or disrupt the Services or other users
• Attempt unauthorised access to systems or data
• Reverse engineer or attempt to extract source code (except where prohibited by law)
• Use the Services for competitive analysis or scraping without permission

We may suspend or terminate access for violations of this section.

5. Customer Content

Ownership

Customer Content remains the property of the Customer or its licensors.

Licence to Xpitro

The Customer grants Xpitro a limited, non-exclusive, worldwide licence to host, process, transmit, and display Customer Content solely to provide and improve the Services, in accordance with these Terms and any applicable Data Processing Agreement (“DPA”).

Customer responsibilities

The Customer represents and warrants that:

• It has all necessary rights to submit Customer Content
• Customer Content does not violate applicable law or third-party rights
• It is responsible for configuring access controls and user permissions

6. Data Protection and Privacy

Personal data processing is governed by our Privacy Policy and, where applicable, a Data Processing Agreement (“DPA”).

Where Xpitro processes personal data on behalf of a Customer, the Customer acts as controller and Xpitro acts as processor, unless otherwise stated.

7. AI-Assisted Features

The Services may include AI-assisted features designed to analyse information, highlight potential compliance gaps, and generate recommendations. These features are intended to support, not replace, human judgement and do not constitute legal or regulatory advice.

We do not use automated decision-making that produces legal or similarly significant effects on individuals based solely on automated processing, unless permitted by law and with appropriate safeguards.

8. Fees, Billing, and Renewal

Fees

Fees are specified in the applicable Order Form and billed in advance. Unless otherwise stated, subscriptions automatically renew for successive terms equal to the initial Subscription Term.

Payment

Failure to pay fees may result in suspension or termination of access. All fees are exclusive of VAT and other applicable taxes. Fees are non-refundable except where required by law or expressly stated.

9. Support and Availability

We provide reasonable support during business hours for all Customers. Enterprise Customers may be entitled to additional support levels and uptime commitments under a separate Service Level Agreement (SLA).

Planned maintenance may result in temporary service interruptions.

10. Intellectual Property

Xalterra Ltd retains all rights, title, and interest in the Services, Documentation, and underlying technology. Except as expressly permitted, you may not copy, modify, distribute, or create derivative works of the Services.

Feedback you provide may be used without restriction or compensation.

11. Confidentiality

Each party may receive confidential information from the other. Confidential information must be used only to perform obligations under these Terms, protected using reasonable care, and not disclosed to third parties except as permitted by law.

12. Suspension and Termination

We may suspend access where reasonably necessary because of non-payment, breach of these Terms or the Acceptable Use Policy, security risk, legal or regulatory requirement, or material threat to platform stability or other customers. Where reasonable, we will provide notice before suspension.

Either party may terminate for material breach if the breach is not cured within a reasonable cure period after notice. We may terminate immediately for unlawful use, repeated abuse, insolvency-related risk, or severe security risk.

Upon termination, access to the Services ceases and Customer Content is handled in accordance with the DPA and retention obligations.

13. Warranty Disclaimer

The Services are provided “as is” and “as available”. To the maximum extent permitted by law, Xalterra Ltd disclaims all warranties, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

14. Limitation of Liability

Nothing in these Terms limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any liability that cannot be excluded by law.

Subject to the above, Xalterra Ltd’s total liability arising out of or in connection with the Services shall not exceed the fees paid by the Customer in the 12 months preceding the claim.

Xalterra Ltd shall not be liable for indirect, incidental, or consequential damages, including loss of profits, data, or business.

15. Changes to the Services or Terms

We may modify the Services or these Terms from time to time. Material changes will be posted and take effect upon publication. Continued use constitutes acceptance.

16. Governing Law and Jurisdiction

These Terms are governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction over disputes arising from these Terms.

17. Contact

If you have any questions or concerns about these Terms, please contact us:

Xalterra Ltd
Xpitro is a product of Xalterra Ltd.
Unit 29 Highcroft Industrial Estate
Enterprise Road
Horndean, Waterlooville
Hampshire, United Kingdom
PO8 0BT
Email: legal@xpitro.com

18. Conditions of Use (Website)

This section applies to your use of the Xpitro marketing website only. The Services (platform) are governed by the Terms of Service above.

The website is operated by Xalterra Ltd (“we”, “us” or “our”). “Xpitro” is the name of the software product provided by Xalterra Ltd. The website is provided for general information purposes and is made available “as is” without warranty of any kind, to the fullest extent permitted by law.

We do not guarantee that the website, or any content on it, will always be available or uninterrupted. We may suspend, withdraw, discontinue or change all or any part of the website without notice.

This website may include links to third-party sites not under our control. Such links are provided for convenience and do not constitute an endorsement. We accept no liability for third-party websites.

These Conditions of Use (Website) are governed by the laws of England and Wales and the courts of England and Wales shall have exclusive jurisdiction.