Terms & Conditions
Last updated: 30 December 2025
These Terms and Conditions (“Terms”) govern your access to and use of the xFlo.ai software-as-a-service platform and any related professional services provided by xFlo.ai
By signing an Order Form or Statement of Work (“SOW”) that references these Terms, you agree to be bound by them.
1. Definitions
In these Terms:
1.1 “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party.
1.2 “Applicable Law” means all applicable laws, statutes, regulations, and codes in force from time to time, including UK data protection laws and the UK GDPR.
1.3 “Authorised Users” means individuals authorised by the Customer to access and use the Services on the Customer’s behalf, such as employees, contractors and other personnel.
1.4 “Confidential Information” has the meaning given in Clause 13.
1.5 “Customer”, “you” or “your” means the company or other legal entity identified as the customer in an Order Form or SOW.
1.6 “Customer Data” means any data, content, prompts, documents, files or other information submitted or provided by or on behalf of the Customer or its Authorised Users into the Services, including any output generated from such input (excluding xFlo.ai’s underlying models, know-how and templates).
1.7 “Documentation” means any user guides, help content, API documentation or other technical or functional documentation made available by xFlo.ai regarding the Services.
1.8 “Fees” means the fees payable by the Customer for the Services, as set out in the applicable Order Form and/or SOW.
1.9 “Initial Subscription Term” has the meaning given in Clause 11.1.
1.10 “Intellectual Property Rights” or “IPR” means patents, inventions, utility models, copyright and related rights, trade marks, service marks, trade names, domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights in computer software, rights in confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights.
1.11 “Order Form” means an order form or equivalent ordering document executed by the parties that references these Terms and sets out the specific SaaS subscription(s), pricing, term, and any other commercial details.
1.12 “Professional Services” means implementation, configuration, integration, consultancy, training, development, or other professional services provided by xFlo.ai, as described in an SOW.
1.13 “Services” means collectively: (a) the SaaS Platform; and (b) any Professional Services, in each case as specified in the relevant Order Form and/or SOW.
1.14 “SaaS Platform” means xFlo.ai’s cloud-based software platform, including any associated APIs, interfaces and standard functionality made available on a subscription basis.
1.15 “SOW” or “Statement of Work” means a document signed by the parties that describes the Professional Services to be provided, together with any associated deliverables, assumptions, timelines, and pricing.
1.16 “Subscription Term” means the Initial Subscription Term plus any Renewal Terms, as defined in Clause 11.
1.17 “xFlo.ai”, “we”, “us” or “our” means xFlo.ai, a company incorporated in England and Wales (company number 05251479) with its registered office at Maple House, Park West, Sealand Road, Chester, CH1 4RN.
2. Order of Precedence
2.1 Each Order Form and SOW forms part of these Terms.
2.2 If there is any conflict or inconsistency between the following documents, the order of precedence will be:
a) the Order Form;
b) any SOW (but only in respect of the Professional Services described in that SOW);
c) these Terms;
d) the Documentation.
2.3 Any terms or conditions contained in any purchase order or other document supplied by the Customer shall be of no effect unless expressly agreed in writing and signed by both parties.
3. SaaS Platform Access and Use
3.1 Subject to the Customer paying the applicable Fees and complying with these Terms, xFlo.ai grants the Customer a non-exclusive, non-transferable, non-sublicensable right during the Subscription Term to permit its Authorised Users to access and use the SaaS Platform and Documentation solely for the Customer’s internal business purposes.
3.2 The Customer shall ensure that all Authorised Users comply with these Terms. The Customer is responsible for all use of the SaaS Platform under its accounts.
3.3 The Customer shall:
a) keep all login credentials secure and not share them outside of Authorised Users;
b) notify xFlo.ai promptly if it becomes aware of any unauthorised access to the Services;
c) ensure that its systems and connectivity meet any minimum requirements specified in the Documentation.
4. Acceptable Use
4.1 The Customer shall not, and shall ensure that Authorised Users do not:
a) access or use the Services in a manner that breaches Applicable Law;
b) access or use the Services for the purpose of building a competing product or service;
c) copy, modify, decompile, reverse engineer or attempt to derive the source code of the SaaS Platform, except to the extent that such restriction is prohibited by law;
d) upload or transmit any malicious code, malware or other harmful material;
e) use the Services to process any data that is unlawful, defamatory, infringing, or otherwise objectionable;
f) attempt to circumvent technical limitations, usage limits or security controls of the Services;
g) resell, rent, lease, or otherwise provide access to the Services to any third party (other than Authorised Users) without xFlo.ai’s prior written consent.
4.2 xFlo.ai may suspend access to the Services (or any part) immediately without liability if xFlo.ai reasonably believes that:
a) the Customer or an Authorised User is in breach of this Clause 4; or
b) such suspension is necessary to protect the security or integrity of the Services or any third party.
xFlo.ai will use reasonable efforts to limit any suspension to the affected portion of the Services and to restore access promptly once the issue is resolved.
5. Professional Services
5.1 xFlo.ai shall provide Professional Services as described in the relevant SOW, using reasonable skill and care and in accordance with Applicable Law.
5.2 Unless explicitly stated otherwise in the SOW, any timescales or milestones for Professional Services are estimates only and time shall not be of the essence.
5.3 The Customer shall:
a) provide timely access to relevant personnel, systems, and information reasonably required by xFlo.ai;
b) perform any Customer responsibilities described in the SOW;
c) make decisions and approvals promptly to avoid delays.
5.4 If the Customer fails to fulfil its responsibilities under Clause 5.3 and this causes delay or additional work, xFlo.ai may:
a) charge additional Fees on a time-and-materials basis at its then-current rates; and/or
b) adjust the timetable and milestones accordingly.
5.5 Unless otherwise stated in an SOW, Professional Services are provided remotely.
6. Changes (Change Control)
6.1 Either party may propose changes to the Services or any SOW (“Change”).
6.2 xFlo.ai will notify the Customer if any proposed Change is likely to impact scope, Fees, or timescales. No Change will be effective unless agreed in writing by both parties (which may be via email or change order document).
6.3 For SaaS subscription plans, xFlo.ai may make:
a) non-material changes and improvements to the SaaS Platform at any time without prior notice; and
b) material changes where necessary to comply with Applicable Law, enhance security or improve functionality. xFlo.ai will use reasonable efforts to notify the Customer in advance of any material change with negative impact.
7. Fees and Payment
7.1 The Customer shall pay the Fees specified in each Order Form and/or SOW.
7.2 Unless otherwise stated in the Order Form or SOW:
a) subscription Fees for the SaaS Platform are invoiced in advance (monthly or annually, as specified);
b) Professional Services are invoiced either (i) in advance against milestones, or (ii) monthly in arrears on a time-and-materials basis;
c) all invoices are payable within 30 days of the invoice date.
7.3 Fees are exclusive of VAT and any other applicable taxes, which shall be added at the prevailing rate and paid by the Customer.
7.4 If the Customer fails to make any payment when due:
a) xFlo.ai may charge interest on the overdue amount at the rate of 3% per annum above the base rate of Lloyds Bank from time to time, accruing on a daily basis from the due date until the date of actual payment; and
b) xFlo.ai may suspend access to the Services, provided that it has given the Customer at least 7 days’ prior written notice of non-payment.
7.5 The Customer shall not withhold, set-off or deduct any amounts from Fees due, except as required by law.
7.6 xFlo.ai may increase subscription Fees at the start of each Renewal Term by giving at least 30 days’ written notice. If the Customer does not agree to the increase, it may choose not to renew in accordance with Clause 11.2.
8. Intellectual Property Rights
8.1 All IPR in the SaaS Platform, the Documentation, and any underlying software, models, frameworks, templates, and know-how (“xFlo.ai Materials”) shall remain owned by xFlo.ai or its licensors. Except as expressly set out in these Terms, nothing grants the Customer any right, title or interest in or to the xFlo.ai Materials.
8.2 All IPR in Customer Data shall remain owned by the Customer or its licensors.
8.3 The Customer grants xFlo.ai a non-exclusive, worldwide, royalty-free licence to host, store, copy, transmit, display, process, and otherwise use Customer Data solely as necessary to:
a) provide, maintain and support the Services;
b) comply with Applicable Law; and
c) improve and secure the Services (including for system analytics, error detection, and security).
8.4 To the extent that xFlo.ai creates any deliverables specifically for the Customer as part of the Professional Services (for example, configuration scripts, playbooks, custom workflows, or documentation) (“Project Deliverables”), and unless otherwise agreed in an SOW:
a) xFlo.ai retains ownership of all underlying IPR in the Project Deliverables; but
b) xFlo.ai grants the Customer a perpetual, worldwide, non-exclusive, royalty-free licence to use, copy and internally modify the Project Deliverables for the Customer’s internal business purposes, in connection with its permitted use of the Services.
8.5 xFlo.ai may generate anonymised and aggregated statistics from use of the Services (“Aggregated Data”). xFlo.ai owns all IPR in Aggregated Data and may use it for any lawful business purpose, provided that Aggregated Data does not identify the Customer or any individual.
9. Confidentiality
9.1 Confidential Information means any information of a confidential nature disclosed by one party (“Disclosing Party”) to the other (“Receiving Party”), whether orally or in writing, that is marked or identified as confidential or would reasonably be considered confidential given the nature of the information and circumstances of disclosure. Customer Data and details of the SaaS Platform are Confidential Information.
9.2 The Receiving Party shall:
a) keep the Disclosing Party’s Confidential Information secret and secure;
b) not disclose it to any third party except as permitted by these Terms;
c) use it only for the purposes of performing or receiving the Services.
9.3 The Receiving Party may disclose Confidential Information:
a) to its employees, contractors and professional advisers who need to know it and are bound by confidentiality obligations at least as protective as these Terms;
b) as required by law, court order, or the request of a regulatory authority, provided that (where lawful) it gives the Disclosing Party prompt notice of such requirement.
9.4 Confidentiality obligations do not apply to information that:
a) is or becomes publicly available other than through breach of this Clause;
b) was lawfully known to the Receiving Party before disclosure;
c) is lawfully received from a third party without restriction; or
d) is independently developed without use of the Disclosing Party’s Confidential Information.
9.5 This Clause 9 survives termination of these Terms.
10. Data Protection
10.1 Each party shall comply with its respective obligations under Applicable Law relating to the processing of personal data, including the UK GDPR and Data Protection Act 2018.
10.2 To the extent xFlo.ai processes personal data on behalf of the Customer as a processor, the parties shall enter into a separate Data Processing Agreement (“DPA”) which will form part of these Terms and set out the subject-matter and duration of processing, the nature and purpose of the processing, the types of personal data, categories of data subjects, and the obligations and rights of both parties.
10.3 xFlo.ai’s privacy practices for use of personal data as controller are described in its Privacy Policy, available at
11. Term and Termination
11.1 These Terms take effect on the effective date of the first Order Form or SOW signed by both parties and continue for the duration of the Subscription Term and any ongoing Professional Services. Each SaaS subscription will have an Initial Subscription Term as set out in the Order Form.
11.2 Unless otherwise stated in the Order Form, each subscription will automatically renew for successive periods of 12 months (“Renewal Terms”) unless:
a) either party gives the other at least 30 days’ written notice before the end of the then-current term that it does not wish to renew; or
b) the Order Form specifies different renewal terms.
11.3 Either party may terminate these Terms (and any active Order Form/SOW) immediately on written notice if:
a) the other party commits a material breach of these Terms and, where the breach is capable of remedy, fails to remedy such breach within 30 days of receiving written notice specifying the breach; or
b) the other party becomes insolvent, enters into liquidation, has a receiver or administrator appointed, or undergoes any analogous event in any jurisdiction.
11.4 Either party may terminate any SOW (but not necessarily the entire SaaS subscription) in accordance with any specific termination provisions in that SOW.
11.5 The Customer may terminate for convenience:
a) any SOW on not less than 30 days’ prior written notice, subject to payment of all Fees due for work performed (including any non-cancellable third-party costs) up to the effective termination date;
b) the SaaS subscription during the Initial Subscription Term or any Renewal Term only if expressly allowed in the Order Form (e.g. early termination rights or break clauses).
12. Consequences of Termination
12.1 Upon expiry or termination of these Terms (or an applicable Order Form):
a) the Customer’s right to access the SaaS Platform under that Order Form will cease;
b) the Customer shall promptly pay all outstanding Fees due up to the termination date and any applicable early termination charges set out in the Order Form or SOW.
12.2 xFlo.ai will retain Customer Data for a limited period after termination, as described in the Documentation or DPA. During that period, and upon the Customer’s written request, xFlo.ai will provide the Customer with a one-time export of its Customer Data in a commonly used electronic format, subject to payment of any reasonable extraction fees if specified in the Order Form or DPA.
12.3 After the retention period, xFlo.ai may delete or anonymise Customer Data in accordance with its data retention policies, except where xFlo.ai is required to retain it by law.
12.4 Clauses that by their nature are intended to survive termination (including without limitation Clauses 7 (Fees & Payment), 8 (IPR), 9 (Confidentiality), 10 (Data Protection), 12 (Consequences), 14 (Warranties & Disclaimers), 15 (Liability), 18 (Governing Law & Jurisdiction)) shall continue in force.
13. Warranties and Disclaimers
13.1 xFlo.ai warrants that:
a) it has the right and authority to enter into and perform these Terms;
b) it will provide the Services using reasonable skill and care and in accordance with Applicable Law.
13.2 EXCEPT AS EXPRESSLY SET OUT IN THESE TERMS, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND ALL OTHER WARRANTIES, REPRESENTATIONS, CONDITIONS OR TERMS, WHETHER EXPRESS OR IMPLIED (INCLUDING ANY IMPLIED WARRANTIES OF SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ARISING FROM COURSE OF DEALING OR USAGE) ARE EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW.
13.3 xFlo.ai does not warrant that:
a) the Services will be uninterrupted or error-free;
b) the Services will meet all of the Customer’s specific requirements;
c) any particular result or business outcome will be achieved through use of the Services.
13.4 The Customer acknowledges that complex AI and software systems may occasionally produce unexpected or sub-optimal outputs. The Customer remains responsible for reviewing outputs and making final decisions based on its own expertise and judgement.
14. Liability
14.1 Nothing in these Terms shall limit or exclude either party’s liability for:
a) death or personal injury caused by its negligence;
b) fraud or fraudulent misrepresentation;
c) any other liability that cannot be limited or excluded under Applicable Law.
14.2 Subject to Clause 14.1, neither party shall be liable to the other (whether in contract, tort (including negligence), breach of statutory duty, or otherwise) for any:
a) loss of profits, revenue or anticipated savings;
b) loss of business, opportunity or goodwill;
c) loss or corruption of data;
d) indirect or consequential loss or damage,
in each case arising out of or in connection with these Terms or the Services, even if foreseeable or the liable party has been advised of the possibility of such losses.
14.3 Subject to Clauses 14.1 and 14.2, each party’s total aggregate liability arising out of or in connection with these Terms, each Order Form and/or SOW (whether in contract, tort (including negligence), breach of statutory duty, or otherwise) shall not exceed the total Fees paid or payable by the Customer to xFlo.ai under the relevant Order Form/SOW in the 12 months immediately preceding the event giving rise to the claim.
14.4 The parties agree that the limitations and exclusions of liability in this Clause 14 are reasonable in light of the nature of the Services and the Fees payable.
15. Third-Party Services and Integrations
15.1 The Services may enable or require the Customer to use or connect to third-party services, data sources, platforms, or AI models (“Third-Party Services”).
15.2 The Customer’s use of any Third-Party Services is subject to the applicable third-party terms and privacy policies, and xFlo.ai shall have no responsibility or liability in relation to such Third-Party Services.
15.3 xFlo.ai does not endorse or control Third-Party Services and makes no representations or warranties about them.
16. Force Majeure
16.1 Neither party shall be in breach of these Terms nor liable for delay or failure in performing any of its obligations (other than payment obligations) if such delay or failure results from events, circumstances or causes beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, civil commotion, strikes, industrial disputes, failure of utilities or telecommunications, or failure of third-party hosting providers (“Force Majeure Event”).
16.2 The affected party shall:
a) notify the other party as soon as reasonably practicable; and
b) use reasonable endeavours to mitigate the effect of the Force Majeure Event.
17. Assignment and Sub-contracting
17.1 The Customer shall not assign, transfer or novate any of its rights or obligations under these Terms without xFlo.ai’s prior written consent (not to be unreasonably withheld).
17.2 xFlo.ai may assign or transfer these Terms (in whole or in part) to an Affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets, provided that such assignment does not materially adversely affect the Customer’s rights.
17.3 xFlo.ai may use subcontractors to perform its obligations, but remains responsible for their acts and omissions as if they were its own.
18. Governing Law and Jurisdiction
18.1 These Terms and any dispute or claim arising out of or in connection with them (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales.
18.2 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or their subject matter or formation (including non-contractual disputes or claims).
19. Notices
19.1 Any notice required to be given under these Terms shall be in writing and shall be delivered by hand, sent by pre-paid first-class post, or by email to the address or email specified in the Order Form (or such other address as notified in writing).
19.2 Notices shall be deemed received:
a) if delivered by hand, on signature of a delivery receipt;
b) if sent by pre-paid first-class post, at 9.00 am on the second Business Day after posting;
c) if sent by email, at the time of transmission, provided that no bounce-back or error is received.
For xFlo.ai, notice email addresses may include:
- legal@xflo.ai(contractual and legal notices)
- dpo@xflo.ai(data protection matters).
20. General
20.1 Entire Agreement. These Terms, together with any Order Form, SOW and DPA, constitute the entire agreement between the parties and supersede all prior agreements, negotiations or understandings relating to their subject matter.
20.2 No Partnership. Nothing in these Terms is intended to create a partnership, joint venture, or agency relationship between the parties.
20.3 Severance. If any provision of these Terms is held to be invalid or unenforceable, that provision shall be deemed modified to the minimum extent necessary, or severed, and the remaining provisions shall remain in full force and effect.
20.4 No Third-Party Rights. A person who is not a party to these Terms has no right to enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999.
20.5 Waiver. A failure or delay by either party to exercise any right or remedy under these Terms shall not constitute a waiver of that or any other right or remedy.
20.6 Variation. Any variation to these Terms must be in writing and signed by both parties, except that xFlo.ai may update these general Terms from time to time for future renewals. Where changes are material and apply during a current Subscription Term, xFlo.ai will provide at least 30 days’ notice.