Terms and conditions

Effective date: 22 July 2026

Last updated: 1 September 2026

Company: XAPNER LTD · Company number: 16227291 · Registered office: Unit 9105, 141 Access House, Morden Road, Mitcham, Surrey, CR4 4DG, United Kingdom · Public service area: London, UK · Website: https://xapner.com · Email: hey@xapner.com · Telephone and WhatsApp: +44 7345 963949

1. ABOUT THESE TERMS

These Terms and Conditions govern:

• Use of xapner.com.
• Requests for quotations and proposals.
• Purchases from XAPNER LTD.
• Custom projects.
• Fixed-price service packages.
• Subscriptions.
• Retainers.
• Hosting, maintenance, and support.
• Websites, ecommerce stores, software, applications, customer relationship management systems, integrations, automations, branding, graphic design, digital marketing, social media, search-engine optimisation, consulting, and related services.
• Any other service that refers to these Terms.

These Terms form a legally binding agreement between the client and XAPNER LTD.

2. COMPANY DETAILS

XAPNER LTD is registered in England and Wales under company number 16227291.

Registered office: Unit 9105, 141 Access House Morden Road Mitcham Surrey CR4 4DG United Kingdom

Website: https://xapner.com Email: hey@xapner.com Telephone and WhatsApp: +44 7345 963949

3. DEFINITIONS

In these Terms:

“Agreement” means these Terms together with the applicable Order Document.

“Business Client” means a person purchasing wholly or mainly for purposes relating to a trade, business, craft, or profession.

“Client”, “you”, and “your” mean the person or organisation purchasing or using the Services.

“Consumer” means an individual purchasing wholly or mainly for purposes outside that individual’s trade, business, craft, or profession.

“Deliverables” means the work product specifically identified for delivery in an Order Document.

“Fees” means all charges payable for the Services.

“Order Document” means a quotation, proposal, statement of work, invoice, order form, checkout page, subscription page, project brief, email confirmation, or other document describing the Services.

“Services” means the services supplied or agreed to be supplied by Xapner.

“Third-Party Service” means a service, platform, licence, application programming interface, plugin, theme, hosting environment, domain registrar, payment provider, advertising platform, software component, or other item supplied or controlled by another person.

“Xapner”, “we”, “us”, and “our” mean XAPNER LTD.

4. ACCEPTANCE

You accept the Agreement when you:

• Sign an Order Document.
• Approve a proposal or quotation.
• Pay an invoice or deposit.
• Place an order through our website.
• Tick an acceptance box.
• Confirm acceptance by email, message, telephone, or another recorded communication.
• Ask us to begin work.
• Access or use paid Services.
• Continue using a subscription after being informed of applicable terms.

A person accepting for an organisation confirms that they have authority to bind that organisation.

You should not order Services if you do not accept the Agreement.

5. ORDER OF PRECEDENCE

If documents conflict, the following order applies unless expressly stated otherwise:

• 1. A signed statement of work or negotiated agreement.
• 2. The applicable proposal or quotation.
• 3. The applicable order form, checkout description, or invoice.
• 4. These Terms.
• 5. Other general website content.

Specific written terms agreed for a project take priority over inconsistent general terms.

6. ELIGIBILITY

You must be at least 18 years old and legally capable of entering into a contract.

You must provide accurate contact, billing, business, and project information.

We may decline an order where:

• The project is unlawful.
• The project presents unreasonable legal, ethical, security, technical, or reputational risk.
• Required resources are unavailable.
• Information supplied is materially incomplete or misleading.
• Sanctions, export controls, payment restrictions, or platform rules prevent delivery.
• We reasonably believe the service may be misused.

7. QUOTATIONS AND PROPOSALS

Unless stated otherwise:

• Quotations are valid for 14 days.
• A quotation is an estimate based on information available when issued.
• Additional or changed requirements may result in additional Fees.
• Timelines are estimates until required materials, access, and payment have been received.
• Taxes and third-party costs are excluded unless expressly included.
• A quotation does not reserve production capacity until the required payment or written acceptance is received.

An obvious pricing or description error does not bind us. We will notify you and allow you to confirm the corrected order or cancel it.

8. SCOPE OF SERVICES

The scope is limited to the items expressly included in the applicable Order Document.

Anything not expressly included is excluded.

Examples of items that may require separate agreement include:

• Additional pages.
• Additional design concepts.
• New functionality.
• Data entry.
• Product uploading.
• Copywriting.
• Photography.
• Video production.
• Legal drafting.
• Translation.
• Premium plugins.
• Stock assets.
• Third-party licences.
• Hosting.
• Domains.
• Email services.
• Advertising spend.
• Application-store fees.
• Maintenance.
• Cybersecurity audits.
• Accessibility audits.
• Search-engine optimisation.
• Training.
• Migration.
• Ongoing support.
• Source files.
• Source code.
• Deployment to additional environments.

9. CLIENT RESPONSIBILITIES

You must:

• Provide complete and accurate instructions.
• Provide content, branding, images, files, access, and approvals on time.
• Appoint one authorised decision-maker where possible.
• Review Deliverables carefully.
• Test relevant functionality.
• Notify us promptly of problems.
• Maintain backups of material supplied to us.
• Protect account credentials.
• Obtain necessary internal, legal, regulatory, and third-party approvals.
• Ensure that your business, products, services, claims, content, and instructions comply with applicable law.
• Pay Fees when due.
• Cooperate reasonably with delivery.

You are responsible for the accuracy and legality of final:

• Prices.
• Product descriptions.
• Offers.
• Claims.
• Disclaimers.
• Terms.
• Privacy notices.
• Cookie notices.
• Industry-specific disclosures.
• Regulatory content.
• Contact information.
• Tax information.
• Shipping information.
• Accessibility statements.
• Advertising statements.

Unless legal advice is expressly included through an appropriately qualified professional, Xapner does not act as your lawyer, accountant, tax adviser, financial adviser, medical adviser, or regulatory adviser.

10. CLIENT MATERIALS

You confirm that you own or have all necessary permissions to use and provide:

• Text.
• Logos.
• Trade marks.
• Photographs.
• Videos.
• Music.
• Fonts.
• Customer information.
• Databases.
• Software.
• Designs.
• Product information.
• Reviews.
• Testimonials.
• Advertising audiences.
• Mailing lists.
• Other materials.

You grant Xapner a worldwide, non-exclusive, royalty-free licence to use, copy, modify, host, transmit, and display Client Materials only as reasonably necessary to provide the Services, comply with law, maintain records, and exercise our rights under the Agreement.

We may reject or remove material that we reasonably believe:

• Infringes rights.
• Is unlawful.
• Is misleading.
• Is defamatory.
• Is harmful.
• Contains malicious code.
• Breaches platform rules.
• Creates material legal or security risk.

11. PROJECT START

A project normally begins only after we have received:

• The required deposit or initial payment.
• Sufficient project information.
• Required content.
• Necessary access.
• Any signed Order Document.
• Any required identity or compliance information.

A delivery period starts from the latest of these events unless otherwise agreed.

12. TIMELINES

Delivery dates are estimates unless an Order Document expressly states that a date is contractually guaranteed.

Delivery may be affected by:

• Client delays.
• Late approvals.
• Missing information.
• Scope changes.
• Third-party outages.
• Platform reviews.
• Application-store reviews.
• Domain or hosting issues.
• Security incidents.
• Technical incompatibilities.
• Illness or emergency.
• Events outside reasonable control.

Where a client delay affects delivery, we may:

• Adjust the schedule.
• Reallocate production resources.
• Charge a reasonable restart fee.
• Place the project on hold.
• Treat prolonged inactivity as client cancellation.

13. FAST-DELIVERY AND 24-HOUR SERVICES

A “24-hour”, “same-day”, “express”, or similar service means the stated delivery target applies only where:

• Payment has cleared.
• The order is accepted.
• Complete content and instructions are supplied immediately.
• Required access is available.
• The request remains within the advertised scope.
• The client responds promptly.
• No third-party or technical delay occurs.

The delivery period may refer to a first draft or initial version rather than final completion where revisions are included.

Client delay pauses the delivery period.

Rush or priority Fees may be non-refundable to the extent that priority capacity has already been reserved or work has begun, subject to mandatory consumer rights.

14. REVISIONS

The number of included revisions will be stated in the Order Document.

A revision means a reasonable modification to work already produced within the original approved brief.

A revision does not include:

• A new concept.
• A new project direction.
• A new brand identity.
• New pages or functionality.
• Replacing approved content.
• Rebuilding completed work.
• Changes caused by inaccurate instructions.
• Changes required by a third-party update.
• Work outside the original scope.

Where “unlimited revisions” are advertised, this means a reasonable number of revisions within the original brief during the active revision period. It does not mean unlimited concepts, perpetual support, repeated reversal of approvals, or unlimited scope changes.

15. CHANGE REQUESTS

We may provide a new quotation or change order where you request work outside the agreed scope.

A change may affect:

• Fees.
• Delivery dates.
• Dependencies.
• Testing requirements.
• Third-party costs.
• Support obligations.

We are not required to begin additional work until the change and any additional payment have been approved.

16. APPROVALS

Approval may be given by:

• Email.
• Project-management system.
• Messaging service.
• Recorded meeting.
• Signed document.
• Another agreed method.

We may rely on instructions and approvals given by your authorised contacts.

After approval, later changes may be treated as additional work.

17. TESTING AND ACCEPTANCE

We will carry out reasonable testing appropriate to the agreed scope.

You must also inspect and test Deliverables promptly.

Business Clients must report material non-conformities within five business days after delivery or another period stated in the Order Document.

If no material issue is reported within that period, the Deliverables may be treated as accepted for project-management and invoicing purposes.

This does not remove rights that cannot legally be excluded, including applicable Consumer rights.

A minor defect that does not materially prevent intended use does not justify rejecting the whole project.

We will have a reasonable opportunity to investigate and correct a valid defect.

18. FEES

You must pay the Fees stated in the applicable Order Document.

Unless expressly stated otherwise:

• Fees are exclusive of VAT and other applicable taxes.
• Third-party charges are additional.
• Bank, currency-conversion, and payment-provider charges are your responsibility.
• Advertising budgets are separate from management Fees.
• Recurring services are billed in advance.
• Time-based work may be billed according to recorded time.
• Fixed-price work covers only the agreed scope.

19. DEPOSITS AND MILESTONES

A deposit reserves capacity and funds project preparation and early work.

Deposits are not automatically refundable after work has begun or capacity has been reserved. Any retained amount must remain consistent with work performed, losses incurred, committed costs, and mandatory law.

For milestone projects:

• Each milestone is invoiced according to the Order Document.
• Work on a later milestone may be withheld until earlier invoices are paid.
• Approval or use of a milestone may trigger the related payment.
• Cancellation does not remove the obligation to pay for work already completed.

20. PAYMENT TERMS

Invoices must be paid by the stated due date.

Where no due date is stated, payment is due within seven calendar days.

We may require full payment before:

• Launch.
• Publication.
• Handover.
• Transfer of source files.
• Transfer of domain control.
• Transfer of administrator credentials.
• Removal of development restrictions.
• Delivery of unwatermarked assets.
• Continued subscription access.

For overdue Business Client invoices, we may claim statutory interest, fixed compensation, and reasonable recovery costs where legally available.

21. SUBSCRIPTIONS

A subscription continues for the billing period selected at purchase.

Unless expressly agreed otherwise:

• Subscription Fees are billed in advance.
• Subscription access begins when payment is accepted.
• Subscriptions renew automatically where this was clearly disclosed and lawfully accepted.
• You may cancel future renewal through the available cancellation method.
• Cancellation normally takes effect at the end of the current paid billing period.
• Charges already incurred remain payable.
• Unused time is not automatically refundable, subject to mandatory law and the Refund Policy.
• Features, limits, and fair-use restrictions may apply.

We will provide renewal, reminder, cancellation, and cooling-off information where required by applicable law.

22. RETAINERS

A retainer reserves agreed availability or a defined level of ongoing service.

Unless an Order Document states otherwise:

• Retainers are billed monthly in advance.
• Unused time does not roll over.
• Unused capacity has no cash value.
• Work exceeding the included allowance is charged separately.
• The retainer does not guarantee immediate availability at all times.
• Priority depends on urgency, capacity, dependencies, and the agreed service level.
• Cancellation takes effect after the agreed notice period.

23. THIRD-PARTY COSTS

Third-party costs may include:

• Domains.
• Hosting.
• Plugins.
• Themes.
• Fonts.
• Stock images.
• Software licences.
• Email services.
• Application programming interfaces.
• Advertising spend.
• Payment fees.
• Application-store fees.
• Messaging fees.
• Artificial intelligence usage.
• Cloud infrastructure.
• Security products.

Unless expressly stated otherwise:

• Third-party costs are paid by the Client.
• They may change without our control.
• They may be non-refundable.
• They may renew automatically under the provider’s terms.
• Continued functionality may depend on continued payment.
• Xapner is not responsible for independent provider decisions.

24. DOMAINS, HOSTING, AND EMAIL

Where we purchase or manage a domain, hosting plan, or email service for you:

• Ownership and account control will be handled according to the Order Document.
• You must pay renewal charges on time.
• You must keep contact and payment information accurate.
• You remain responsible for renewal after control is transferred.
• Expired domains or services may become unavailable or may be acquired by another party.
• Recovery may not be possible.
• Hosting availability depends partly on third-party infrastructure.
• Resource, traffic, storage, email, security, and acceptable-use limits may apply.

We may suspend hosting or related services for:

• Non-payment.
• Malware.
• Spam.
• Abuse.
• Excessive resource usage.
• Security risk.
• Unlawful activity.
• Provider instructions.
• Breach of the Agreement.

25. WEBSITE AND SOFTWARE COMPATIBILITY

Unless otherwise stated, we target current mainstream versions of agreed browsers, devices, platforms, or operating systems at the time of development.

We do not guarantee permanent compatibility with:

• Future browser versions.
• Future operating systems.
• Future device changes.
• Future third-party updates.
• Discontinued platforms.
• Unsupported software.
• Client modifications.
• Obsolete technology.

Compatibility work caused by later changes may require maintenance or additional Fees.

26. THIRD-PARTY SERVICES

Services may depend on Third-Party Services.

We do not control and cannot guarantee:

• Availability.
• Security.
• Pricing.
• Features.
• Policies.
• Review decisions.
• Account approval.
• Account suspension.
• Search-engine indexing.
• Advertising approval.
• Application-store approval.
• Changes to application programming interfaces.
• Data availability.
• Backward compatibility.
• Continuation of service.

We are not responsible for failures caused solely by a Third-Party Service, although we may assist where support is included.

27. OPEN-SOURCE AND THIRD-PARTY COMPONENTS

Deliverables may include open-source software, third-party libraries, themes, plugins, fonts, stock assets, templates, or licensed components.

Those items remain subject to their own licences.

We cannot transfer rights that we do not own.

You must comply with all applicable third-party licence conditions.

28. INTELLECTUAL PROPERTY

28.1) Client Materials

You retain ownership of Client Materials, subject to the licence granted to us for service delivery.

28.2) Xapner Materials

Xapner retains ownership of:

• Pre-existing code.
• Frameworks.
• Libraries.
• Templates.
• Systems.
• Processes.
• Methods.
• Know-how.
• Internal tools.
• Reusable components.
• Automation structures.
• General design elements.
• Development techniques.
• Unused concepts.
• Working files not expressly included.
• Intellectual property developed independently of the specific Deliverables.

28.3) Final Deliverables

After full payment, you receive the ownership or licence expressly stated in the Order Document.

Where the Order Document does not specify ownership, you receive a perpetual, worldwide, non-exclusive licence to use the final Deliverables for your own business purposes.

Exclusive assignment of intellectual property must be expressly stated in writing.

28.4) Source files and source code

Source files, editable files, repositories, raw project files, and source code are included only where expressly stated.

Delivery may be conditional on full payment.

28.5) Portfolio use

Unless an Order Document or confidentiality agreement states otherwise, Xapner may identify you as a client and display non-confidential final work in:

• Portfolios.
• Case studies.
• Award entries.
• Social media.
• Proposals.
• Marketing materials.

We will not intentionally disclose confidential business information.

You may request a written confidentiality restriction before the work is publicly displayed.

29. CONFIDENTIALITY

Each party must protect confidential information received from the other.

Confidential information does not include information that:

• Is public through no breach.
• Was lawfully known before disclosure.
• Is independently developed.
• Is lawfully received from another source.
• Must be disclosed by law.

Confidential information may be shared with staff, contractors, advisers, and providers who reasonably need it and are subject to appropriate obligations.

30. DATA PROTECTION

Each party must comply with applicable data-protection law.

Where Xapner processes personal information on behalf of a Client, the Data Processing Addendum may apply.

The Client must not instruct us to process information unlawfully.

The Client is responsible for:

• Lawful collection.
• Privacy notices.
• Consent where required.
• Marketing permissions.
• Data accuracy.
• Data-subject request handling.
• Retention decisions.
• Industry-specific compliance.

31. ARTIFICIAL INTELLIGENCE AND AUTOMATION

We may use artificial intelligence or automation tools for appropriate tasks such as:

• Research.
• Drafting.
• Coding assistance.
• Testing.
• Design exploration.
• Content ideation.
• Translation.
• Transcription.
• Data classification.
• Workflow automation.

Unless expressly guaranteed in writing:

• Artificial intelligence output may contain inaccuracies.
• Output must be reviewed before publication or operational use.
• Xapner does not guarantee that output is unique or free from all third-party claims.
• Sensitive or regulated information should not be submitted without prior agreement.
• The Client remains responsible for final approval and lawful use.
• Automated systems may require human supervision.

Where a Client prohibits particular artificial intelligence tools, that restriction must be agreed in writing before work begins.

32. DIGITAL MARKETING

Digital-marketing Services may include advertising, search-engine optimisation, social media, content, analytics, and campaign management.

You acknowledge that results depend on factors outside our control, including:

• Market demand.
• Competition.
• Pricing.
• Website quality.
• Sales processes.
• Client response times.
• Platform algorithms.
• Advertising policies.
• Budget.
• Audience.
• Seasonality.
• Economic conditions.
• Search-engine changes.
• Third-party tracking restrictions.

A marketing or search guarantee applies only where it appears on the relevant published package page and is repeated in the Order Document. The Order Document must define the agreed keywords or measurable result, target location, baseline, timeframe, package scope, eligibility requirements, required access and content, approval deadlines, customer responsibilities, excluded advertising budget and third-party costs, guarantee remedy, and circumstances outside Xapner’s reasonable control. No other result is guaranteed.

• Results for keywords, locations, revenue events, campaigns or timeframes not expressly agreed in the Order Document.
• Results where required access, content, approvals, tracking, website availability or the agreed advertising budget are not provided on time.
• Results prevented by platform rejection, suspension, policy change, algorithm change, tracking restriction, force majeure or another circumstance outside Xapner’s reasonable control.
• Account approval.
• Campaign approval.
• Viral reach.
• Any remedy beyond the remedy expressly written into the Order Document.

32.1) Guaranteed ranking

Where an eligible SEO package states “Guaranteed ranking”, the guarantee applies only to the agreed keywords, target location and timeframe recorded in the Order Document. The Client must meet the stated access, content, technical, approval and continuity requirements. If the agreed ranking condition is not achieved and all eligibility requirements were met, Xapner will provide only the written guarantee remedy, such as additional in-scope work for a defined period or another remedy stated in the Order Document.

32.2) Guaranteed revenue growth

Where an eligible Google Ads or marketing package states “Guaranteed revenue growth”, the baseline, tracked revenue event, attribution method, target, timeframe and minimum advertising budget must be written into the Order Document. Advertising spend is separate from Xapner’s management fee. The guarantee does not apply where tracking is removed or inaccurate, the site or sales process is unavailable, approvals are late, the agreed budget is reduced, or a third-party platform limits delivery. The sole remedy is the remedy stated in the Order Document.

32.3) 100% guaranteed marketing results

Where an eligible paid-social package states “100% guaranteed marketing results”, “results” means only the specific measurable result, platform, campaign scope, baseline, target, timeframe and eligibility conditions written into the Order Document. It does not mean every advert, lead, sale, return or platform approval is guaranteed. Media spend is separate. The sole remedy is the written guarantee remedy.

32.4) Website deliverables

“Professional website design with guaranteed agreed deliverables” means Xapner commits to the deliverables expressly listed in the accepted package or Order Document. It does not guarantee business revenue, traffic, search position or third-party platform performance. Client content, access and approvals must be supplied by the agreed deadlines, and the written scope controls the remedy for a missing deliverable.

Advertising spend, media costs, and third-party Fees are separate unless expressly included.

The Client is responsible for ensuring that products, services, offers, claims, audiences, mailing lists, and promotions are lawful and accurate.

33. SEARCH-ENGINE OPTIMISATION

Search engines control their own ranking systems.

We do not guarantee:

• A first-page position.
• A number-one ranking.
• Permanent rankings.
• Indexing of every page.
• A specific traffic increase.
• Protection from an algorithm update.

Search-engine optimisation is an ongoing process. Results may take time and may move in either direction.

34. SECURITY AND BACKUPS

We will apply reasonable security practices appropriate to the agreed scope.

Unless backup management is expressly included:

• The Client is responsible for ongoing backups after handover.
• The Client must secure administrator accounts.
• The Client must maintain updates.
• The Client must remove former-user access.
• The Client must use secure passwords and multi-factor authentication.
• The Client must monitor systems and renew security products.

No system can be guaranteed completely secure.

We are not responsible for a security incident caused by:

• Client negligence.
• Shared or weak passwords.
• Client-installed software.
• Unsupported software.
• Failure to update.
• Unauthorised Client changes.
• Compromised Client devices.
• Third-party infrastructure.
• Instructions to weaken security.
• An attack that could not reasonably have been prevented within the agreed scope.

35. SUPPORT AND MAINTENANCE

Support and maintenance are included only where stated.

Unless otherwise agreed, support does not include:

• New functionality.
• Redesign.
• Content entry.
• Third-party changes.
• Platform migration.
• Major version upgrades.
• Recovery from Client modifications.
• Malware removal.
• Emergency out-of-hours work.
• Training beyond the agreed amount.

Support hours, response targets, and service levels are targets rather than guarantees unless a formal service-level agreement states otherwise.

36. WARRANTIES

We warrant that Services will be performed with reasonable care and skill.

Where Deliverables materially fail to conform to the agreed scope, you must notify us promptly and provide a reasonable opportunity to investigate and correct the issue.

Except where prohibited by law, we do not warrant that:

• A service will be uninterrupted.
• Every error will be corrected.
• A service will meet an unstated requirement.
• A Deliverable will remain compatible indefinitely.
• A platform or third-party provider will continue operating.
• Business or marketing results will be achieved.
• A system will be immune from all cyber threats.

37. CONSUMER RIGHTS

Nothing in the Agreement excludes rights or remedies that cannot legally be excluded.

Where you are a Consumer:

• Services must be provided with reasonable care and skill.
• Information we give about the service may be binding where applicable.
• You may have rights concerning repeat performance, price reduction, repair, replacement, cancellation, or refund.
• Distance-contract cancellation rights may apply.
• Unfair terms are not binding.
• Any limitation in these Terms applies only to the extent permitted by law.

38. BUSINESS CLIENT WARRANTIES

A Business Client confirms that:

• It has authority to enter into the Agreement.
• Its instructions are lawful.
• Client Materials do not infringe third-party rights.
• It has obtained required consents and permissions.
• It will not use the Services unlawfully.
• It will independently review legal, financial, regulatory, and commercial claims.
• It has not relied on any statement not recorded in the Agreement.

39. LIMITATION OF LIABILITY FOR BUSINESS CLIENTS

This section applies only to Business Clients.

Nothing limits or excludes liability for:

• Death or personal injury caused by negligence.
• Fraud or fraudulent misrepresentation.
• A liability that cannot legally be limited or excluded.

Subject to the above, Xapner will not be liable for:

• Indirect or consequential loss.
• Loss of profit.
• Loss of revenue.
• Loss of anticipated savings.
• Loss of opportunity.
• Loss of goodwill.
• Loss of reputation.
• Loss of contracts.
• Loss of business.
• Loss or corruption of data.
• Business interruption.
• Third-party platform decisions.
• Loss caused by Client Materials or instructions.

Subject to the exclusions above, Xapner’s total aggregate liability arising from an Order Document will not exceed the total Fees actually paid to Xapner under that Order Document during the 12 months before the event giving rise to the claim.

Where a claim relates to a one-off project completed more than 12 months earlier, the maximum aggregate liability will not exceed the Fees paid for that project.

Each party must take reasonable steps to reduce avoidable loss.

40. LIABILITY TO CONSUMERS

This section applies to Consumers.

We are responsible for loss or damage that is a foreseeable result of our breach of the Agreement or failure to use reasonable care and skill.

We are not responsible for loss that:

• Was not foreseeable.
• Was caused by inaccurate or incomplete information supplied by you.
• Was caused by your failure to follow reasonable instructions.
• Could reasonably have been avoided.
• Relates to business or commercial use where you purchased as a Consumer.
• Results solely from an independent Third-Party Service outside our control.

Nothing excludes liability that cannot legally be excluded.

41. BUSINESS CLIENT INDEMNITY

A Business Client will reimburse Xapner for reasonable losses, liabilities, damages, penalties, and external legal costs arising from a third-party claim caused by:

• Unlawful Client Materials.
• Infringement by Client Materials.
• Unlawful instructions.
• Misuse of Deliverables.
• The Client’s breach of data-protection or marketing law.
• False or misleading Client claims.
• The Client’s breach of third-party platform rules.

This indemnity does not apply to the extent that a claim was caused by Xapner’s own breach, negligence, or wilful misconduct.

42. SUSPENSION

We may suspend all or part of the Services where:

• Payment is overdue.
• The Client breaches the Agreement.
• Continued operation presents a security risk.
• The service is being used unlawfully.
• A third-party provider requires suspension.
• The Client’s conduct is abusive or threatening.
• Suspension is reasonably necessary to protect systems, users, or third parties.

Where reasonably possible, we will provide notice and an opportunity to remedy the problem.

Urgent suspension may occur without advance notice where necessary.

43. TERMINATION

Either party may terminate:

• As allowed by the Order Document.
• For a material breach not remedied within a reasonable period after notice.
• Immediately where the breach cannot reasonably be remedied.
• Where the other party becomes insolvent, subject to applicable law.
• Where continued performance becomes unlawful.
• Where a force-majeure event continues for an unreasonable period.

We may terminate or refuse further work where:

• The Client repeatedly fails to pay.
• The Client repeatedly fails to cooperate.
• The Client requests unlawful or unethical work.
• The Client abuses staff or contractors.
• The relationship creates unreasonable legal, security, or reputational risk.

44. CONSEQUENCES OF TERMINATION

After termination:

• Fees for completed work remain payable.
• Fees for committed third-party costs remain payable.
• We may invoice work completed but not yet invoiced.
• Access may end.
• Subscription services may stop.
• Each party must return or delete confidential information where required.
• Data will be handled according to applicable law and the Data Processing Addendum.
• Licences conditional on payment do not take effect until full payment.
• Provisions intended to survive termination will continue.

45. CHARGEBACKS AND PAYMENT DISPUTES

You should contact us before initiating a payment dispute so we can investigate.

A valid chargeback right is not excluded.

However:

• A chargeback does not automatically cancel a debt.
• Completed and accepted work remains payable.
• Knowingly false chargeback information may constitute a breach.
• We may suspend Services while a payment dispute is investigated.
• We may recover reasonable costs where legally permitted.

46. WEBSITE ACCEPTABLE USE

You must not:

• Break applicable law.
• Introduce malware.
• Attempt unauthorised access.
• Scrape the website in a manner that harms or overloads it.
• Circumvent security.
• Impersonate another person.
• Submit false information.
• Infringe intellectual-property rights.
• Send spam.
• Harass staff or users.
• Use the website to facilitate fraud or abuse.
• Test vulnerabilities without written permission.

We may restrict access where misuse is suspected.

47. TESTIMONIALS AND CASE STUDIES

We will obtain appropriate permission before presenting a statement as an attributed client testimonial.

Where a Client supplies or approves a testimonial, the Client confirms that it reflects their genuine experience.

Project outcomes and case-study results are specific to their circumstances and do not guarantee equivalent results for another Client.

48. FORCE MAJEURE

Neither party is responsible for delay or failure caused by events beyond reasonable control, including:

• Natural disasters.
• Fire.
• Flood.
• War.
• Terrorism.
• Civil disturbance.
• Government action.
• Sanctions.
• Labour disputes.
• Pandemic.
• Utility failure.
• Internet failure.
• Cloud outage.
• Cyberattack.
• Supplier failure.
• Platform suspension.
• Transport interruption.
• Serious illness.

The affected party must take reasonable steps to reduce the impact.

49. COMMUNICATIONS AND ELECTRONIC CONTRACTING

You agree that:

• Contracts may be formed electronically.
• Electronic signatures may be used.
• Notices may be sent to the latest email or contact details supplied.
• Project approvals may be recorded through email, messaging, or project software.
• You are responsible for monitoring your contact channels.
• Messages from an authorised account may be treated as authorised instructions unless we have reason to believe otherwise.

50. COMPLAINTS

Complaints should be sent to:

Email: hey@xapner.com Subject: Formal Complaint

Please provide:

• Your name.
• Project or invoice reference.
• Description of the issue.
• Relevant evidence.
• The resolution requested.

We will investigate and respond within a reasonable period.

51. GOVERNING LAW

The Agreement is governed by the laws of England and Wales.

For Business Clients, the courts of England and Wales have exclusive jurisdiction unless an Order Document states otherwise.

For Consumers, this clause does not remove any mandatory right to bring a claim in another court or rely on mandatory protections available under the law of the Consumer’s country.

52. GENERAL TERMS

52.1) Entire agreement

The Agreement records the agreement between the parties concerning the Services and replaces earlier discussions concerning the same subject.

This does not exclude liability for fraud.

52.2) Severability

If a provision is found invalid or unenforceable, the remaining provisions continue.

The invalid provision will be interpreted or adjusted only to the minimum extent necessary.

52.3) Waiver

A delay in enforcing a right does not waive that right.

52.4) Assignment

You may not transfer the Agreement without our written consent.

We may transfer the Agreement as part of a business sale, restructuring, or transfer of the relevant service, provided this does not unlawfully reduce your rights.

52.5) Third-party rights

Unless expressly stated, no third party has a right to enforce the Agreement under the Contracts (Rights of Third Parties) Act 1999.

52.6) Relationship

The Agreement does not create employment, partnership, agency, franchise, fiduciary, or joint-venture relationships.

52.7) Updates

We may update these Terms for future orders.

For ongoing subscriptions, material changes will be notified in a reasonable manner and will take effect according to the notice provided and applicable law.