Legals
The terms governing our service delivery, user licences, intellectual property, data processing, fees, and liability.
This Agreement is entered into between Exenai Limited, a company incorporated in England and Wales (Company No. 14571809) whose registered address is 167–169 Great Portland Street, London, W1W 5PF, United Kingdom ("Exenai"), and the entity identified in the applicable Order Form that purchases Services from Exenai (the "Customer").
This Agreement governs all purchases by the Customer from Exenai and sets out the terms and conditions under which Exenai will provide access to its Services. This Agreement incorporates the applicable Order Form, any Special Terms, this Master Services Agreement, and all referenced policies.
1.1 Capitalised terms used in this Agreement shall have the meanings set out below:
Affiliate means any legal entity that directly or indirectly controls, is controlled by, or is under common control with a party, where "control" means ownership of more than 50% of the equity or voting interests of the entity.
Agent means an automated process configured by or for the Customer that operates via an AI Client through Exenai Connect on a schedule or trigger, under its own identity, scope, and permissions.
Agreement means this Exenai Master Services Agreement, together with the Schedules, Order Form, Special Terms, Statements of Work, and all other referenced documents.
AI Client means a third-party artificial intelligence application or model interface (including, for example, Claude, ChatGPT, or Microsoft Copilot) connected by or on behalf of the Customer to send requests through Exenai Connect. AI Clients are not part of the Services.
AUP means the Acceptable Use Policy published by Exenai, as amended from time to time.
Beta Services means any Service or feature identified as "beta", "early access", or "preview" in the Order Form or Documentation.
Candidate Experience Platform means Exenai's proprietary SaaS platform hosted on Azure, which processes candidate records and integrates with the Customer's CRM or ATS, and which may include Exenai AI Features such as AI-generated summaries of candidate experience.
Combined Product means a software and services solution developed by Exenai that incorporates Toca Products under licence and is hosted and operated by Exenai exclusively for the Customer's use.
Community Users means individuals such as candidates or client users who are authorised by the Customer to access specific Exenai services but are not Customer Users.
Confidential Information means all business, technical, financial or commercial information disclosed by one party to the other which is marked as confidential or which ought reasonably to be understood as confidential.
Connect App Host means the component of Exenai Connect on which Exenai hosts, publishes, and serves Customer Artefacts and Exenai Library Content, whether standalone or embedded within a Connected System.
Connected Systems means the Customer's applicant tracking, CRM, finance, and other systems which the Customer authorises Exenai Connect to access on its behalf.
Customer Artefact means any application, dashboard, Agent configuration, workflow, or similar item created by or on behalf of the Customer using an AI Client through Exenai Connect (also referred to as a "Connect Application").
Customer Data means any data or content inputted into the Exenai Platform by or on behalf of the Customer, including by its Users, as well as any derived data or metadata, but excluding Usage Data.
Customer Material means any proprietary information, tools, templates, systems, or processes provided by the Customer for use in the provision of the Services.
Deliverable means a specific item or output to be provided to the Customer as part of the Professional Services, as defined in the applicable Order Form or Statement of Work. For the avoidance of doubt, Customer Artefacts are not Deliverables.
Documentation means the technical and user documentation provided by Exenai related to the Services.
Effective Date means the date the Agreement becomes effective in accordance with clause 2.5.
Exenai AI Features means artificial intelligence functionality provided by Exenai within the Services using Model Providers, including (without limitation) AI-generated summaries of candidate experience within the Candidate Experience Platform.
Exenai Connect means Exenai's governed gateway service through which AI Clients and Agents access Connected Systems, including its policy controls (allow-listing, prompt interception, rate and cost caps, and approvals), audit logging, and the Connect App Host.
Exenai Library Content means the agents, applications, dashboards, templates, and similar items developed and shipped by Exenai within Exenai Connect and identified as such in the product or Documentation.
Exenai Platform means the hosted software platform and underlying infrastructure operated by Exenai, including automation services, the Candidate Experience Platform, Exenai Connect (including the Connect App Host), integrations, and related applications.
Fees means the charges payable by the Customer to Exenai as described in the Order Form or Statement of Work.
Model Providers means the third-party large language model providers whose APIs Exenai uses to deliver Exenai AI Features, as listed in Schedule 2. Exenai may select, combine, and change Model Providers for any Exenai AI Feature at its discretion and does not publish which Model Provider serves which feature.
Order Form means the document signed by both parties specifying the Services, Products, Fees, and any Special Terms.
Privacy Policy means the Exenai Privacy & Data Policy (including the incorporated Data Processing Addendum), as amended from time to time.
Products means the various modules or components of the Exenai Platform licensed to the Customer, as listed in the Order Form and described in the Documentation.
Professional Services means consulting, integration, implementation, development, or other services provided by Exenai in accordance with the applicable Order Form or Statement of Work.
Recognised Holidays means the national public holidays identified in Exenai's published holiday calendar.
Schedule means a schedule appended to or incorporated by reference in this Agreement.
Services means the Exenai Platform, Products, Support Services, Professional Services, and any associated Deliverables. AI Clients are not part of the Services.
Software means any online applications provided by Exenai as part of the Services.
Special Terms means terms specified as such in the Order Form or otherwise agreed in writing by the parties.
Start Date means the date upon which the Services are made available to the Customer, as specified in the Order Form.
Statement of Work means a document executed by the parties describing the scope, deliverables, timeline and pricing for specific Professional Services.
Support Hours means 09:00–18:00 Monday to Friday UK time, excluding Recognised Holidays.
Support Services means the support services defined in Schedule 1. Support Policy means Exenai's published support policy, as amended from time to time.
Term means the initial term of the Agreement and any renewal period as described in clause 13.
Toca Products means the software tools, SDKs, APIs and related components licensed by Tocalabs Limited and used by Exenai as part of the Combined Products.
Usage Data means logs, telemetry, and metadata generated by or relating to the use and operation of the Services, including audit log records, request metadata, performance data, and configuration events, in each case excluding the content of Customer Data except as reproduced in audit records for the Customer's benefit.
User means any individual authorised by the Customer to access the Services, including Customer Users and Community Users. User Licence means a licence purchased by the Customer granting a User access to the Services, as specified in the Order Form.
Virus means any malicious code or software which is intended to disrupt, damage, or gain unauthorised access to systems, software, or data.
1.2 The words "including", "includes" and similar expressions shall be interpreted without limitation. 1.3 Words in the singular include the plural and vice versa. References to one gender include all genders. 1.4 References to statutes or legislation shall include all amendments and re-enactments thereof.
2.1 Subject to clause 2.2, any contract formed between Exenai and the Customer shall be on the terms of this Agreement to the exclusion of all other terms and conditions (including any terms the Customer purports to apply under any purchase order, confirmation, or other documentation).
2.2 Any variation to this Agreement shall have no effect unless agreed in writing and signed by authorised representatives of both parties.
2.3 The receipt by the Customer of an Order Form completed by Exenai that references this Agreement shall not constitute an offer but an invitation to treat.
2.4 The signature of an Order Form (whether manually or electronically) by the Customer shall constitute an offer to purchase the Services described therein on the terms of this Agreement.
2.5 No order shall be deemed accepted by Exenai until Exenai has countersigned the Order Form or has commenced the provision of Services. The date of such acceptance shall be the "Effective Date".
2.6 If there is a conflict or inconsistency between the documents forming the Agreement, they shall be interpreted in the following order of precedence: (a) the terms specified in the Order Form; (b) any Special Terms or Statement of Work appended to or referenced in the Order Form; (c) the terms of this Master Services Agreement; (d) the applicable Privacy & Data Policy and Acceptable Use Policy and Schedule 1, Support Services herein.
3.1 Subject to the Customer purchasing the appropriate number and type of User Licences and paying the applicable Fees, Exenai grants the Customer a non-exclusive, non-transferable right during the Term to access and use the Exenai Platform for its internal business operations, and to permit its authorised Users to access and use the Services as set out in the Order Form.
3.2 User Licences are personal to each authorised User and may not be shared. A User Licence may be reassigned in its entirety to another individual only when the original User no longer requires access to the Services. Reassignment of a User Licence is limited to a maximum of four times per calendar month unless otherwise agreed in writing.
3.3 The Customer shall: ensure that all Users keep secure and confidential their access credentials; maintain an up-to-date list of current Users and provide such list to Exenai upon request; and notify Exenai promptly of any unauthorised use of a User Licence or access credentials.
3.4 The Customer shall ensure that all Users agree to, and comply with, the Exenai User Notice and Acceptable Use Policy before accessing the Services.
3.5 The Customer shall be liable for: all acts and omissions of its Users as if such acts and omissions were its own; all acts and omissions of its Agents and of any automated or agentic processes operating under identities, scopes, or schedules configured by or on behalf of the Customer, as if such acts and omissions were its own; and any use of the Services in breach of this Agreement or the AUP.
3.6 If Exenai reasonably determines that the Customer is in breach of clause 3 or the AUP, it may suspend access to the affected Services until the issue is resolved. Suspension shall not affect the Customer's obligation to pay Fees during the suspension period.
3.7 Exenai shall not be liable for any loss or damage arising from unauthorised access caused by the Customer's failure to comply with this section.
3.8 Agent identities are not User Licences and are not subject to the reassignment limits in clause 3.2. The number of Agent identities included in, or chargeable under, the Customer's subscription shall be as set out in the Order Form. The Customer is responsible for the configuration, scopes, schedules, and approval thresholds of its Agents in accordance with clause 14.5.
4.1 Exenai shall make the Exenai Platform and Documentation available to the Customer during the Term, subject to the terms of this Agreement.
4.2 Exenai may make operational changes to the Services from time to time, provided such changes do not materially reduce the functionality of the Services.
4.3 The specific Products and services licensed by the Customer are detailed in the Order Form. These may include automation services, platform integrations, Exenai Connect, or the Candidate Experience Platform.
4.4 Exenai shall use reasonable efforts to make the Exenai Platform available 99.95% of the time, excluding: scheduled maintenance (outside core hours where possible); emergency maintenance; downtime caused by the Customer, internet providers, or force majeure; and the operation of policy controls in accordance with clause 4.9.
4.5 Support Services are provided in accordance with Schedule 1. Exenai may update the Support Policy at its discretion.
4.6 The Customer and its Users may only use the Services as described in this Agreement, and in line with the AUP.
4.7 Exenai may suspend Services if the Customer breaches the Agreement or if required for system security or legal compliance. Notice will be provided unless prohibited by law.
4.8 Community User Access: Community Users (such as candidates or client contacts) may be granted access as described in the Order Form; Community Users access only the relevant features and content made available by the Customer; the Customer remains responsible for managing and controlling Community User access and for providing appropriate privacy notices and instructions.
4.9 The enforcement by Exenai Connect of configured policy controls — including the blocking or interception of requests, the queuing or capping of requests under rate or cost limits, and the holding of actions pending human approval — constitutes proper performance of the Services and shall not be treated as a defect, downtime, unavailability, or breach of this Agreement, and shall be excluded from the calculation of the availability target in clause 4.4.
4.10 Exenai may take reasonable protective action in respect of the Services without liability, including suspending an Agent, blocking a pattern of requests, or disabling a Customer Artefact, where Exenai reasonably considers such action necessary to protect the security, integrity, or lawful operation of the Services or Connected Systems. Exenai shall notify the Customer of such action where practicable.
5.1 Where specified in an Order Form, Exenai shall provide Professional Services to the Customer, which may include implementation, configuration, automation, development, customisation, advisory, or integration services.
5.2 Unless otherwise specified in the Order Form, the scope, deliverables, milestones, dependencies, and Fees for Professional Services shall be set out in a mutually agreed and signed Statement of Work. Each Statement of Work shall be subject to and incorporated into this Agreement.
5.3 Each Statement of Work shall identify, where applicable: the objectives and scope of the Professional Services; the roles and responsibilities of each party; timelines and estimated delivery schedules; acceptance criteria, if any, for Deliverables; and any Customer obligations or dependencies.
5.4 Exenai shall use reasonable skill and care in performing the Professional Services and delivering the Deliverables, and shall endeavour to meet any agreed timescales or milestones. All dates provided in a Statement of Work are estimates unless expressly stated to be binding.
5.5 Unless otherwise agreed in writing: Professional Services provided on a time and materials basis shall be invoiced at the applicable daily or hourly rates set out in the Order Form or Statement of Work; and the Customer shall reimburse Exenai for reasonable, pre-approved travel, accommodation and out-of-pocket expenses incurred in connection with the delivery of Professional Services.
5.6 Subject to clause 6, all intellectual property rights in Deliverables shall remain vested in Exenai, and the Customer shall receive a limited, non-exclusive licence to use such Deliverables solely for its internal business operations and in connection with the Services during the Term.
6.1 As between the parties, and subject to clause 14.7 (Customer Artefacts), Exenai retains all right, title and interest, including without limitation all intellectual property rights, in and to: the Exenai Platform and the Software (in both object and source code form); the Documentation; any Deliverables produced by Exenai as part of the Professional Services; Exenai Library Content; and any improvements, customisations, configurations or derivative works of any of the foregoing (collectively, "Exenai Property").
6.2 The Customer shall not acquire any rights in Exenai Property except as expressly set out in this Agreement or as may be provided under a licence accompanying any Deliverables.
6.3 The Customer shall not: copy, frame, mirror, modify, or create derivative works of the Exenai Platform or Software; reverse engineer, disassemble or otherwise attempt to access the source code; use the Services or Deliverables to build a competing product or service; or commercially exploit or resell the Services or Documentation, except as expressly permitted in writing.
6.4 Exenai shall defend the Customer against any claim that the Services infringe a third party's intellectual property rights in the UK, EU, or USA, and shall indemnify the Customer for damages and legal costs finally awarded, provided that: the Customer gives Exenai prompt notice of any such claim; the Customer provides reasonable cooperation at Exenai's expense; and Exenai has sole control over the defence and settlement.
6.5 If the Services or Deliverables are found or likely to infringe third-party rights, Exenai may: obtain a licence to allow continued use; replace or modify the Services to avoid infringement; or terminate the affected Services with 30 days' notice and refund prepaid fees for the unused portion.
6.6 The indemnity in clause 6.4 shall not apply to: modifications made by anyone other than Exenai; use not in accordance with this Agreement; continued use after Exenai has advised discontinuation due to infringement risk; or Customer Artefacts, AI Clients, or outputs generated by AI Clients.
6.7 This section states the Customer's sole and exclusive remedy for any alleged or actual infringement of intellectual property rights by Exenai.
6.8 Insurance: Exenai confirms that it maintains valid insurance coverage including: professional indemnity insurance of not less than £1,000,000 in the aggregate; public liability insurance of not less than £2,000,000 per claim; and employers' liability insurance of not less than £10,000,000 per claim. Evidence of insurance shall be provided to the Customer upon written request.
7.1 The Customer retains ownership of all right, title, and interest in and to Customer Data. The Customer is solely responsible for the accuracy, quality, and legality of Customer Data and the means by which it is acquired and used.
7.2 The Customer grants Exenai and its subcontractors a limited, non-exclusive, non-transferable right to host, process, transmit, and otherwise use Customer Data as necessary to provide the Services.
7.3 The Customer represents and warrants that it has all necessary rights and consents to provide Customer Data to Exenai and to permit the processing of such data in accordance with this Agreement.
7.4 Exenai shall implement and maintain appropriate technical and organisational measures to protect Customer Data against unauthorised or unlawful processing, and against accidental loss, destruction or damage, as described in the Privacy Policy and any applicable Data Processing Addendum.
7.5 Where Exenai processes personal data on behalf of the Customer, it shall: act only on documented instructions from the Customer; ensure that persons authorised to process personal data are under appropriate obligations of confidentiality; assist the Customer in responding to data subject rights and complying with legal obligations under applicable data protection laws; make available information necessary to demonstrate compliance and allow for audits (subject to reasonable notice and safeguards); and upon termination of the Agreement, delete or return Customer personal data, except where retention is required by law.
7.6 The Customer acknowledges and agrees that: Exenai may transfer and store Customer Data in secure data centres located within the European Union and, where required, in third countries subject to appropriate safeguards; and Exenai may use subprocessors (including Model Providers) in accordance with its Privacy Policy, and shall remain responsible for their compliance with applicable data protection obligations.
7.7 The Customer shall: ensure that it has obtained all necessary consents and notices required by applicable data protection laws for the use and processing of personal data, including in relation to Community Users; provide Community Users with appropriate privacy information and notices; and remain solely responsible for the legality of its use of the Services, including with respect to candidate and client data.
7.8 The Customer acknowledges that the Services may include insights, predictions, or AI-generated outputs derived from Customer Data. The Customer is solely responsible for any decisions made or actions taken in reliance on such outputs, and shall not use them in a manner that is discriminatory, unethical, or contrary to applicable law. Without limiting the foregoing, the Customer shall ensure that: (a) meaningful human review is applied to any output before it is used in, or contributes to, a recruiting, hiring, or other employment-related decision; and (b) outputs are not used as the sole or decisive basis for any decision that produces legal or similarly significant effects concerning an individual.
7.9 Exenai's detailed data protection commitments are set out in the Privacy & Data Policy, which includes the current Data Processing Addendum (DPA).
7.10 AI-generated summaries of candidate experience and similar Exenai AI Features produce generated content that is an aid to, and not a substitute for, the Customer's own assessment. Such content may contain errors or omissions. The Customer shall verify AI-generated summaries before relying on them and shall correct or regenerate any summary upon becoming aware that it is inaccurate. Exenai shall provide reasonable means within the Services to regenerate or correct such content.
7.11 Exenai may collect and use Usage Data: (a) to operate, secure, support, and improve the Services; and (b) in aggregated or anonymised form that does not identify the Customer or any individual, for analytics, benchmarking, and product development. Audit log records relating to the Customer's use of Exenai Connect shall be made available to the Customer within the product, and may be exported by the Customer during the Term and within the export window in clause 13.6(e).
7.12 The parties acknowledge that, in respect of AI systems operated through the Services: (a) the Customer is the deployer of such systems (including for the purposes of the EU AI Act, where applicable) and the controller of the personal data processed through them; (b) Exenai acts as processor in accordance with clause 7.5; and (c) Exenai AI Features are designed and supplied to assist human review, and are not designed or intended to rank, score, filter or evaluate candidates or to make or recommend any recruitment decision. The Customer shall not configure or use any Exenai AI Feature for such a purpose. Where the Customer builds a Customer Artefact or configures an Agent that performs any such function, the Customer is responsible for all obligations that applicable AI law places on the provider and deployer of that system. Nothing in this Agreement excludes any non-excludable obligation that applicable AI or data protection law places directly on either party.
8.1 Exenai warrants that: (a) it will perform the Services and any Professional Services with reasonable care and skill; (b) the Software will materially conform to the functionality described in the Documentation; and (c) the Deliverables, when delivered and used in accordance with this Agreement, will substantially comply with the specifications in the relevant Statement of Work or Order Form for a period of 90 days from the date of delivery.
8.2 The warranties in clause 8.1 shall not apply to the extent that: (a) the Services or Deliverables are not used in accordance with this Agreement or the Documentation; (b) any non-conformity is caused by the Customer's or a third party's systems, content, or modifications; (c) any issue results from third-party integrations, AI Clients, the behaviour of Model Provider models, or infrastructure outside of Exenai's control; or (d) the relevant Service or feature is a Beta Service (see clause 15).
8.3 In the event of a breach of the warranties in clause 8.1, Exenai shall, at its sole option and expense: (a) re-perform the affected Services; (b) repair or replace the affected Deliverables or Software; or (c) if neither (a) nor (b) is commercially feasible, refund to the Customer a portion of the Fees paid for the non-conforming Services or Deliverables, calculated pro rata for the period of non-conformity.
8.4 The remedies in clause 8.3 constitute the Customer's sole and exclusive remedy, and Exenai's entire liability, for breach of the warranties in clause 8.1.
8.5 Except as expressly set out in this Agreement: (a) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are excluded to the fullest extent permitted by applicable law; and (b) the Services and Deliverables are provided on an "as is" and "as available" basis, and Exenai does not warrant that the use of the Services will be uninterrupted or error-free or that the Services will meet the Customer's specific requirements.
8.6 Outputs of Exenai AI Features, Model Providers, AI Clients, Agents and Customer Artefacts are generated by probabilistic systems. Exenai does not warrant that any such output is accurate, complete, current or free from bias, that it is lawful or suitable for any particular use, or that it is suitable as a basis for any recruiting, hiring or other employment-related decision. The Customer's sole remedy for an inaccurate output of an Exenai AI Feature is to regenerate or correct it in accordance with clause 7.10.
9.1 The Customer shall: (a) provide Exenai with all cooperation, information, and access required to enable delivery of the Services and Professional Services; (b) obtain and maintain all necessary licences, consents, and permissions required for Exenai and its subcontractors to perform their obligations under this Agreement; (c) ensure that its systems, infrastructure, and internet connectivity meet the minimum requirements specified by Exenai; (d) comply with all applicable laws and regulations in connection with its use of the Services, including data protection and employment laws; and (e) ensure that its use of the Services and the Exenai Platform, including through its Users, Agents, and Customer Artefacts, complies with the AUP and any limitations set out in the Order Form or Documentation.
9.2 The Customer shall: (a) be solely responsible for the use of the Services and any outputs generated, including AI-generated insights; (b) not use the Services in any way that may infringe the rights of third parties or expose Exenai to liability; (c) provide accurate and complete information to Exenai as reasonably requested; and (d) be responsible for procuring and maintaining any required third-party software or licences not provided by Exenai, including its AI Clients and any agreements with AI Client providers.
9.3 Where the Services provide access for Community Users (such as candidates or client representatives), the Customer shall: (a) ensure that appropriate privacy notices and legal consents are in place for the collection and processing of personal data; (b) remain solely responsible for the content and legality of any data entered by such users; (c) be liable for all activity carried out by or on behalf of such users within the Services; and (d) notify Exenai without delay of any unauthorised access, data breach or misuse.
9.4 Exenai shall not be responsible for any delay or failure in performance caused by the Customer's failure to comply with this clause. To the extent that Exenai's obligations are dependent on information, access, or assistance from the Customer, such obligations shall be extended or excused as reasonably required.
9.5 The Customer shall indemnify and hold harmless Exenai against any claim, investigation, fine, award, loss, cost or expense (including reasonable legal fees) brought or imposed by a third party or regulator, including any claim by a candidate, worker or applicant alleging discrimination or unlawful decision-making, arising from: (a) the Customer's use of the Services; (b) any decision made or action taken by the Customer, its Users, Agents or approvers in reliance on any output; or (c) any Customer Artefact or AI Client; except to the extent such claim results directly from Exenai's breach of clause 7.5 or the Data Processing Addendum, or from Exenai's wilful default. This indemnity is not subject to any limitation of liability in this Agreement.
10.1 Fees for the Services and Professional Services shall be set out in the applicable Order Form or Statement of Work. Unless otherwise stated: (a) Fees for subscription-based access to the Exenai Platform shall be invoiced annually, quarterly, or monthly in advance; (b) Fees for Professional Services shall be invoiced as specified in the Order Form or upon completion of agreed milestones; and (c) all Fees are exclusive of VAT and other applicable sales or use taxes, which shall be payable by the Customer in addition.
10.2 Fees for additional User Licences or expanded use of the Services beyond the agreed scope shall be invoiced at Exenai's then-current rates and are payable from the effective date of such usage.
10.3 Exenai may increase the Fees at the beginning of each renewal term by providing not less than 60 days' prior written notice. If the Customer does not agree to the revised Fees, it may elect not to renew the Agreement in accordance with clause 13.
10.4 All invoices are payable within 14 days of the invoice date, unless otherwise specified in the Order Form. Late payments shall bear interest at a rate of 4% per annum above the Bank of England base rate, accruing daily.
10.5 If any Fees remain unpaid after the due date, Exenai may, without prejudice to its other rights: (a) suspend access to the Services until full payment is received; or (b) terminate the Agreement with immediate effect upon 30 days' written notice.
10.6 All payments shall be made in full without deduction or set-off and in the currency specified in the Order Form. The Customer shall be responsible for all bank charges and transfer fees.
10.7 The Customer shall reimburse Exenai for reasonable out-of-pocket expenses incurred in the provision of Professional Services, provided such expenses are pre-approved in writing by the Customer or agreed in the applicable Statement of Work.
10.8 Where the Order Form specifies usage allowances, rate caps, or cost caps for Exenai Connect or Exenai AI Features (including model or token consumption): (a) usage within the configured caps is included in the subscription Fees unless otherwise stated; (b) usage beyond included allowances shall be chargeable at the rates set out in the Order Form; and (c) the Customer is responsible for the cap levels it configures or approves.
11.1 Each party ("Receiving Party") agrees to keep confidential and not to disclose to any third party any Confidential Information of the other party ("Disclosing Party") except as expressly permitted under this Agreement.
11.2 The Receiving Party may disclose the Disclosing Party's Confidential Information: (a) to its employees, Affiliates, contractors, advisers, and agents who have a need to know and are bound by confidentiality obligations no less protective than those set out in this Agreement; and (b) to the extent required by law, court order, or a regulatory authority, provided that the Receiving Party (to the extent permitted by law) gives prompt notice to the Disclosing Party and cooperates with any efforts to seek a protective order or confidential treatment.
11.3 The obligations in this section shall not apply to information that: (a) is or becomes publicly available through no breach of this Agreement; (b) is lawfully received from a third party without restriction; (c) is independently developed without reference to the Disclosing Party's Confidential Information; or (d) was lawfully in the Receiving Party's possession prior to disclosure.
11.4 Each party shall protect the other's Confidential Information using the same degree of care as it uses for its own confidential information, but in no event less than reasonable care.
11.5 Exenai may refer to the Customer as a client in marketing materials, including use of name and logo, unless the Customer requests otherwise in writing.
12.1 Nothing in this Agreement shall limit or exclude either party's liability for: (a) death or personal injury caused by its negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot be limited or excluded by law.
12.2 Subject to clause 12.1, Exenai shall not be liable to the Customer for any: (a) loss of profits, revenue, or anticipated savings; (b) loss or corruption of data or software; (c) loss of goodwill or reputation; (d) business interruption or loss of use; (e) indirect, incidental, special or consequential loss or damage; (f) any loss arising from a decision made or action taken by the Customer, its Users, Agents or approvers in reliance on any output, including any recruiting, hiring or other employment-related decision; (g) any fine, penalty or compensation award imposed on the Customer by any regulator, court or tribunal, to the extent permitted by law; or (h) the content of any output generated by an AI Client or a Model Provider model, save that nothing in this sub-clause limits Exenai's obligations in respect of its subprocessors under clause 7.6 and the Data Processing Addendum; whether arising in contract, tort (including negligence), breach of statutory duty or otherwise, even if foreseeable.
12.3 Subject to clause 12.1, Exenai's total aggregate liability for all claims arising under or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed: (a) for claims relating to the Exenai Platform, the greater of (i) the total Fees paid by the Customer for access to the Exenai Platform in the 12 months immediately preceding the event giving rise to the claim and (ii) twelve times the monthly Fees payable for access to the Exenai Platform at the date of that event; or (b) for claims relating to Professional Services, the total Fees paid by the Customer for the Professional Services from which the claim arose.
12.4 The exclusions and limitations of liability in this clause 12 shall apply to the fullest extent permissible under applicable law and shall survive termination of this Agreement.
13.1 Agreement Term: This Agreement shall commence on the Effective Date and shall continue unless and until terminated in accordance with this clause.
13.2 Subscription Term: The initial term of access to the Exenai Platform shall commence on the Start Date and continue for the duration specified in the Order Form. Thereafter, the Agreement shall continue on a rolling 30-day basis unless otherwise stated in the Order Form. Either party may terminate the Agreement by providing not less than thirty (30) days' written notice prior to the end of the then-current term.
13.3 Termination for Convenience: Either party may terminate this Agreement or any Statement of Work for convenience by providing at least thirty (30) days' prior written notice, subject to any minimum commitment period or early termination fees agreed in the Order Form.
13.4 Termination for Cause: Either party may terminate this Agreement or any Statement of Work immediately on written notice if: (a) the other party commits a material breach of the Agreement and fails to cure it within 14 days of written notice; or (b) the other party becomes insolvent, enters liquidation or administration, or ceases to carry on business.
13.5 Termination for Change of Control: Exenai may terminate this Agreement on written notice if the Customer undergoes a change of control and the acquiring entity is a direct competitor of Exenai.
13.6 Effects of Termination: (a) all licences granted under this Agreement shall immediately terminate; (b) the Customer shall cease all use of the Services and Documentation; (c) Exenai shall invoice the Customer for all Fees due up to the effective date of termination, which shall become payable immediately; (d) each party shall return or destroy (and certify the destruction of) all Confidential Information belonging to the other party; (e) Exenai will retain Customer Data for 60 days following termination for the purposes of data export, after which the data will be permanently deleted from Exenai's live systems unless otherwise agreed, with copies in backups expiring on the cycle described in the Privacy & Data Policy. During this period the Customer may also export its Customer Artefact definitions and configurations and its audit log records.
13.7 Clauses which by their nature are intended to survive termination shall continue in full force and effect, including clauses relating to confidentiality, liability, IP, data protection, and governing law.
14.1 Scope. This clause 14 applies where the Customer's Order Form includes Exenai Connect or any Exenai AI Feature, in addition to the other terms of this Agreement.
14.2 The governed gateway. Exenai Connect provides a governed gateway through which AI Clients and Agents access Connected Systems, applying the policy controls configured by or for the Customer and recording an audit log of requests. Exenai is responsible for the operation of the gateway — the transport of requests, the enforcement of configured policy controls, and audit logging. Exenai processes personal data transiting the gateway as processor in accordance with clause 7.5.
14.3 AI Clients (the Customer's tools). AI Clients are not part of the Services. The Customer's use of an AI Client is governed by its own agreement with the relevant provider, and the Customer is responsible for maintaining appropriate terms with that provider, including data processing terms. Exenai is not responsible or liable for the acts, outputs, availability, or data handling of any AI Client or its underlying model provider. Once data has passed through the gateway to an AI Client, it is outside the scope of Exenai's processing.
14.4 Exenai AI Features (Exenai's providers). Exenai AI Features are delivered using Model Providers under Exenai's own agreements. Model Providers act as Exenai's subprocessors and are listed in Schedule 2 and Exenai's published subprocessor list. Exenai commits that Customer Data processed through Exenai AI Features is not used to train any public models; processing is limited to instance-based API processing to deliver the feature. Exenai may select, combine, and change Model Providers at its discretion in accordance with the subprocessor change mechanism in the Privacy Policy.
14.5 Agents. Agents operate under identities, scopes, schedules, and approval thresholds configured by or on behalf of the Customer. The Customer is responsible for such configuration, for the decisions of its approvers, and for the acts and omissions of its Agents in accordance with clause 3.5. Where Exenai Connect holds an action pending human approval, the decision whether to approve is the Customer's; Exenai's role is limited to enforcing the configured control.
14.6 Connect App Host. Exenai will host, publish, and serve Customer Artefacts on the Connect App Host, enforcing the authentication, roles, and permissions configured by the Customer, and providing the governed data feed from Connected Systems. The Customer is responsible for what its Customer Artefacts do, display, and compute, and shall validate a Customer Artefact before relying on it operationally. Exenai may suspend or remove a Customer Artefact in accordance with clause 4.10 or where it breaches the AUP or applicable law. Customer Artefacts are not Deliverables and the warranty in clause 8.1(c) does not apply to them.
14.7 Customer Artefacts — ownership. As between the parties, the Customer owns all right, title, and interest in and to its Customer Artefacts. The Customer grants Exenai a limited, non-exclusive licence to host, serve, operate, and back up Customer Artefacts solely to provide the Services to that Customer during the Term. Exenai shall not use, copy, adapt, or make available any Customer Artefact (or the workflows it embodies) to any other customer or third party.
14.8 Exenai Library Content — ownership. Exenai owns all right, title, and interest in and to Exenai Library Content. The Customer receives a non-exclusive, non-transferable licence to use and configure Exenai Library Content for its internal business operations during the Term. Where the Customer configures or adapts Exenai Library Content, Exenai retains ownership of the underlying item, the Customer's configurations and data remain Customer Data, and neither party shall distribute the combined result outside the Customer's own use. A Customer Artefact that incorporates Exenai Library Content is owned by the Customer at the artefact level, with Exenai retaining ownership of the embedded Exenai Library Content, which remains licensed as part of the Services.
14.9 Provenance. Ownership under clauses 14.7 and 14.8 is determined by origin. Exenai Library Content is identified as such within the product. The provenance records maintained by the Exenai Platform (including audit log records of creation) shall constitute evidence of origin, rebuttable by either party.
14.10 Aggregated insights and general knowledge. Notwithstanding clause 14.7: (a) Exenai may derive and use aggregated, anonymised insights from the creation and use of Customer Artefacts for the purpose of developing and improving its products, services, and assets, provided such insights do not identify the Customer and do not reproduce any Customer Artefact or any Customer Confidential Information; and (b) nothing in this Agreement restricts Exenai's use of general know-how, skills, techniques, ideas, and experience gained in providing the Services and retained by its personnel, subject always to clause 11 (Confidentiality) and to the restriction in clause 14.7 on reproducing or making available Customer Artefacts.
14.11 Human oversight. The Customer's obligations under clause 7.8 (human review; no solely automated significant decisions) apply to all use of Exenai Connect and Exenai AI Features, including use through Agents and Customer Artefacts.
15.1 Beta Services are provided "as is" and "as available". Notwithstanding any other provision of this Agreement, clauses 8.1(a)–(c) and the availability target in clause 4.4 do not apply to Beta Services.
15.2 Exenai may modify, suspend, or withdraw a Beta Service on reasonable notice. Exenai gives no warranty as to the actions, outputs, accuracy, or availability of any third-party AI model or automated process operating through a Beta Service.
15.3 Exenai will identify Beta Services as such in the Order Form or Documentation. When a Beta Service is designated as generally available, the standard warranties and service levels of this Agreement apply to it from the date of that designation.
16.1 Notices: Any notices required under this Agreement shall be in writing and delivered by hand, email (with delivery confirmation), or by a recognised courier service to the address specified in the Order Form. Notices shall be deemed received: (a) when delivered by hand, at the time of delivery; (b) by email, when receipt is confirmed; or (c) by courier, on the date delivery is confirmed.
16.2 Assignment: Neither party may assign, delegate, or transfer its rights or obligations under this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, reorganisation, or sale of substantially all of its assets.
16.3 Force Majeure: Neither party shall be liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including natural disasters, government actions, labour disputes, or failure of suppliers or infrastructure.
16.4 Entire Agreement: This Agreement, including all referenced documents and Order Forms, constitutes the entire agreement between the parties relating to its subject matter and supersedes all prior or contemporaneous communications, proposals or agreements, whether oral or written.
16.5 Waiver: No failure or delay by either party to exercise any right under this Agreement shall operate as a waiver of that right. A waiver must be in writing and signed by an authorised representative of the waiving party.
16.6 Severability: If any provision of this Agreement is held to be illegal, invalid or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remainder of the Agreement shall remain in full force and effect.
16.7 No Third-Party Rights: Nothing in this Agreement is intended to confer any benefit on any person who is not a party to this Agreement.
16.8 Governing Law and Jurisdiction: This Agreement shall be governed by and construed in accordance with the laws of England. The courts of England and Wales shall have exclusive jurisdiction to settle any disputes arising under or in connection with this Agreement.
The Support Services schedule is published as the Support Policy and forms Schedule 1 of this Agreement.
The Exenai Platform is hosted on infrastructure provided by the following third-party service providers:
Hetzner Online GmbH — Industriestr. 25, 91710 Gunzenhausen, Germany. Registered Office: Ansbach Registration Office, HRB 6089. VAT Reg. No. DE 812871812. Primary data centre: Falkenstein, Germany; backup data centre: Nuremberg, Germany. A United States data centre is used for Automation as a Service customers established in the United States. Annual audits by TÜV Rheinland in accordance with GDPR Art. 32.
Microsoft Azure — Microsoft Corporation, One Microsoft Way, Redmond, WA 98052-6399, United States. Hosting region for Exenai Connect, the Connect App Host and the Candidate Experience Platform: West Europe (Netherlands), for all customers. ISO/IEC 27001, 27018, SOC 1, 2, and 3 certified. Data residency, encryption, and GDPR compliance supported.
Model Providers (Exenai AI Features) — Exenai AI Features are delivered using large language model APIs drawn from the following pool of providers, each acting as a subprocessor of Exenai solely for the delivery of Exenai AI Features: OpenAI (API services, United States); Google LLC (Gemini API services, United States / EU); and Anthropic (Claude API services, United States). Exenai selects, combines, and may change the Model Provider used for any given feature at its discretion and does not publish a per-feature mapping. Customer Data processed by Model Providers is not used to train any public models; processing is limited to instance-based API processing to deliver the relevant feature. Transfers of personal data to Model Providers outside the UK/EEA are subject to appropriate safeguards in accordance with the Data Transfers paragraph below.
Other Subprocessors — Exenai may use additional subprocessors for the provision of its Services, such as: email delivery and customer communications; application monitoring and analytics; authentication and identity management; and cloud services supporting integrations. A current list of subprocessors is maintained and published in the Subprocessor List, including their roles, processing activities, and geographical locations.
Data Transfers — Where personal data is transferred outside the UK or EEA (including to Model Providers), Exenai ensures that such transfers are subject to appropriate safeguards in accordance with applicable data protection laws (e.g. adequacy decisions, Standard Contractual Clauses, the UK International Data Transfer Agreement or Addendum, or equivalent mechanisms).
Compliance — All third-party processors are contractually bound to implement appropriate technical and organisational measures and to act solely on documented instructions from Exenai.
Questions about this document can go to privacy@exenai.com.
