Terms of service.

1.Parties and acceptance

These Terms of Service ("Terms") constitute a legally binding agreement between Xycora Technology Limited ("Xycora", "we", "us") and the entity or individual accessing or using the Xycora platform ("Customer", "you"). By accessing or using the platform, you represent that you have authority to bind the Customer to these Terms. If you do not agree to these Terms, you must not access or use the platform.

2.Service description

Xycora provides an AI-powered legal workspace delivered as a cloud-based software-as-a-service platform. The platform includes matter management, document storage and analysis, and AI-assisted research and drafting. Some features are made available to each customer individually; the features, usage terms and fees that apply to the Customer are set out in the applicable order form. API access, where provided, is subject to rate limits and usage policies set out in the applicable order form. Xycora reserves the right to update, modify, or discontinue features with reasonable prior notice to active subscribers.

3.Customer obligations

The Customer is responsible for:

• Ensuring that all use of the platform complies with applicable law and the professional responsibility rules governing the Customer's jurisdiction(s) of practice.
• Maintaining the security of account credentials and promptly notifying Xycora of any suspected unauthorised access.
• Ensuring that only authorised users (as defined in section 4) access the platform.
• Not attempting to gain unauthorised access to any system, network, or data associated with the platform.
• Not using the platform to generate content intended to mislead a court, regulatory body, or opposing party.

4.Permitted use

The platform is licensed for use by licensed attorneys, paralegals operating under the supervision of a licensed attorney, and other firm personnel expressly authorised by the Customer. The Customer must not permit third parties outside the firm to access the platform except through Xycora's designated client-sharing functionality and only to the extent consistent with applicable confidentiality and privilege obligations.

5.Data processing

The Customer is the data controller for all personal data contained in Firm Data (as defined in the Privacy Policy). Xycora processes such data as a data processor, acting only on the Customer's instructions. The terms governing Xycora's data processing obligations are set out in the Data Processing Addendum (DPA), which is incorporated into these Terms by reference.

6.Intellectual property

The Customer retains all ownership rights in Firm Data. Xycora owns all rights in the platform, underlying models, and any technology developed independently by Xycora. By using the platform, the Customer grants Xycora a limited, non-exclusive, non-transferable licence to process Firm Data for the sole purpose of delivering the contracted service in accordance with these Terms and the DPA. No other licence to Firm Data is granted to Xycora.

7.Confidentiality

Each party agrees to hold the other's Confidential Information in strict confidence and not to disclose it to any third party except as required to perform obligations under these Terms or as required by law (with prior notice where legally permissible). Firm Data constitutes the Customer's Confidential Information. The Xycora platform architecture, pricing, and non-public product roadmap constitute Xycora's Confidential Information. Confidentiality obligations survive termination of these Terms for a period of five years.

8.Warranty disclaimer

AI outputs generated by the platform are tools to assist professional review; they do not constitute legal advice and are not warranted for accuracy, completeness, or fitness for any particular purpose. Professional responsibility for all work product rests solely with the licensed attorney supervising its preparation. The platform is provided "as is" and "as available". Xycora makes no warranties, express or implied, beyond those set out in these Terms.

9.Limitation of liability

Xycora's aggregate liability to the Customer for all claims arising under or in connection with these Terms shall not exceed the total fees paid by the Customer in the twelve (12) months immediately preceding the event giving rise to the claim. In no event shall Xycora be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, data, goodwill, or business opportunity, regardless of the theory of liability and even if Xycora has been advised of the possibility of such damages.

10.Indemnification

The Customer shall indemnify, defend, and hold harmless Xycora from any third-party claims, losses, damages, costs, and expenses (including reasonable legal fees) arising out of the Customer's misuse of the platform, breach of these Terms, or violation of applicable law. Xycora shall indemnify the Customer against any third-party claim alleging that the platform, as provided by Xycora, infringes a third party's intellectual property rights, provided that the Customer promptly notifies Xycora of the claim and cooperates in its defence.

11.Subscription and billing

Subscriptions are invoiced annually in advance unless an alternative billing cadence is agreed in the applicable order form. Subscriptions automatically renew for successive annual terms unless either party provides written notice of non-renewal at least 60 days before the end of the then-current term. Fees are non-refundable on early termination except where Xycora is in material breach of these Terms. Undisputed invoices are due within 30 days of the invoice date.

12.Termination

Either party may terminate these Terms upon written notice if the other party is in material breach and fails to remedy that breach within 30 days of receiving written notice specifying the breach in reasonable detail. Xycora may suspend access (rather than terminate) where fees remain unpaid for more than 14 days after the due date, pending receipt of payment. Upon termination for any reason, the Customer's data will remain accessible for export for 30 days following the termination effective date, after which Xycora will delete it within the period set out in the Data Processing Addendum.

13.Governing law and dispute resolution

These Terms, and any dispute or claim arising out of or in connection with them, are governed by the laws of the Republic of Mauritius. The courts of Mauritius have exclusive jurisdiction to settle any such dispute or claim.

14.Data processing addendum

The Data Processing Addendum is incorporated into these Terms by reference and forms part of the agreement between the parties. In the event of any conflict between these Terms and the DPA on matters relating to data protection, the DPA shall prevail.

15.General

These Terms, together with the applicable order form and the DPA, constitute the entire agreement between the parties in respect of the subject matter and supersede all prior agreements and understandings. A party's failure to enforce any provision of these Terms shall not constitute a waiver of its right to enforce that provision in the future. If any provision is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. Notices under these Terms shall be delivered in writing to the email or postal addresses set out in the applicable order form.