1. Acceptance of these Terms
These Terms of Service (the "Terms") govern access to and use of the website, software platform, applications, APIs, custom systems, trip management apps and related services provided by Exoctic Group ("Exoctic", "we", "us" or "our") (together, the "Services").
By accessing or using the Services, clicking to accept, or signing an order form that references these Terms, you agree to be bound by them. If you accept on behalf of a company or other legal entity ("Customer"), you represent that you have authority to bind that entity, and "you" refers to that entity. If you do not agree, do not use the Services.
If Customer has signed a separate written agreement with Exoctic covering the Services, that agreement prevails to the extent it conflicts with these Terms. Any order form, statement of work ("SOW") or DPA forms part of the agreement between us.
2. The Services
We will make the subscribed Services available to Customer during the subscription term in accordance with these Terms and the applicable order form. We may update, improve or modify the Services at any time, provided we do not materially reduce the core functionality of Services Customer has paid for during the current term.
Features described as beta, preview or early access are provided "as is", may be changed or withdrawn at any time, and are excluded from any service level commitment.
The Services are tools. Customer remains solely responsible for its own business decisions, payroll and tax calculations, filings, payments, employment practices, travel arrangements and compliance with laws that apply to its business. Nothing in the Services constitutes legal, tax, accounting, financial or travel advice.
3. Accounts and security
You must provide accurate information and keep it current. You are responsible for all activity under your accounts, for keeping credentials confidential and for the acts and omissions of your authorised users. Notify us immediately at info@exocticgroup.com of any suspected unauthorised access. We are not liable for any loss arising from unauthorised use of your credentials that is not caused by our breach of these Terms.
4. Acceptable use
You will not, and will not permit anyone to:
- copy, modify, create derivative works of, reverse engineer, decompile or attempt to extract the source code of the Services, except as permitted by mandatory law;
- resell, sublicense, rent, lease or otherwise make the Services available to third parties outside Customer's organisation;
- use the Services to build a competing product or to benchmark them for publication without our written consent;
- upload unlawful, infringing, malicious or harmful content, or data you have no right to process;
- interfere with or disrupt the integrity, security or performance of the Services, including by probing, scanning, load-testing or circumventing access controls;
- access the Services through automated means other than our documented APIs, or exceed published rate limits; or
- use the Services in violation of any law, including sanctions, export control, anti-bribery, data protection and employment laws.
We may suspend access immediately, without liability, if we reasonably believe you are in breach of this section, if suspension is needed to protect the Services or other customers, or if required by law. We will restore access once the issue is resolved.
5. Customer data
As between the parties, Customer owns all data it submits to the Services ("Customer Data"). Customer grants Exoctic a worldwide, non-exclusive, royalty-free licence to host, copy, process, transmit and display Customer Data as necessary to provide, secure and support the Services and as otherwise permitted by these Terms and the DPA.
Customer is solely responsible for the accuracy, quality and legality of Customer Data and for obtaining all notices, consents and permissions required to provide it to us, including from employees and travellers.
We process personal data within Customer Data in accordance with our Data Processing Agreement, which is incorporated into these Terms. We may collect and use aggregated and de-identified data derived from use of the Services to operate, improve and develop our products, provided it does not identify Customer or any individual.
Customer may export Customer Data at any time during the term. After termination, we will make Customer Data available for export for 30 days, after which we may delete it in accordance with the DPA.
6. Fees, payment and taxes
Customer will pay all fees in the order form, in US dollars unless stated otherwise. Subscription fees are billed in advance, monthly or annually. Unless stated otherwise, invoices are due within 15 days of the invoice date.
Subscriptions renew automatically for successive periods equal to the initial term unless either party gives notice of non-renewal at least 30 days before the end of the current term. We may change prices for renewal terms by giving at least 30 days' notice before renewal.
All fees are non-cancellable and non-refundable except as expressly set out in these Terms. Overdue amounts may accrue interest at 1.5% per month or the maximum rate permitted by law, whichever is lower, and we may suspend the Services if any amount is more than 15 days overdue after we have given notice.
Fees exclude all taxes, duties and levies. Customer is responsible for all such taxes other than taxes on Exoctic's net income. If withholding is required by law, Customer will gross up payments so that we receive the full amount invoiced.
7. Custom systems and trip apps
Custom development, implementation and trip app projects are described in an SOW, which sets out the scope, deliverables, milestones and fees. Work outside the agreed scope requires a written change request and may involve additional fees and revised timelines. Delivery dates are estimates and depend on Customer providing timely access, content, decisions and approvals.
A deliverable is accepted when Customer confirms acceptance in writing, uses it in production, or does not report a material non-conformity with the SOW within 10 business days of delivery, whichever happens first.
On full payment, Customer receives a perpetual licence to use the deliverables for its internal business purposes and, for trip apps, to publish and distribute them under its own brand. Exoctic retains ownership of its pre-existing materials, platform components, libraries, frameworks, know-how and any generic tools developed during the project, which are licensed to Customer as part of the deliverables.
Trip apps are published under Customer's own app store developer accounts. Customer is responsible for maintaining those accounts, complying with Apple, Google and other store policies, and publishing its own privacy notice and terms for travellers. We are not responsible for app store review decisions, removals or policy changes.
8. Intellectual property
Exoctic and its licensors own all rights, title and interest in and to the Services, including all software, designs, documentation, trademarks and improvements, and all related intellectual property rights. Except for the limited rights expressly granted in these Terms, no rights are granted to you, whether by implication, estoppel or otherwise.
If you give us feedback or suggestions, you grant us a perpetual, irrevocable, worldwide, royalty-free licence to use them for any purpose without obligation to you.
Unless Customer opts out in writing, we may identify Customer as a customer by name and logo on our website and in marketing materials.
9. Third-party services
The Services may interoperate with third-party products and services such as payment processors, accounting software, booking platforms, app stores and communication tools. Your use of them is governed by the third party's terms. We do not control and are not responsible for third-party services, their availability, security, accuracy or any changes to their APIs, and we may discontinue an integration if a third party stops supporting it on reasonable terms.
10. Confidentiality
Each party will protect the other's non-public business, technical and financial information disclosed under these Terms ("Confidential Information") with at least reasonable care, use it only to perform under these Terms, and disclose it only to employees, contractors and advisers who need to know it and are bound by equivalent obligations. These obligations do not apply to information that is public through no fault of the recipient, already known to it, independently developed or lawfully received from a third party. A party may disclose Confidential Information where required by law, after giving reasonable notice where lawful.
11. Disclaimers
We warrant to Customer that the paid Services will perform materially in accordance with our published documentation. If they do not, and Customer notifies us within 30 days, we will use reasonable efforts to correct the non-conformity or, if we cannot do so within a reasonable time, either party may terminate the affected Service and we will refund prepaid fees for the unused remainder of the term. This is Customer's sole and exclusive remedy for breach of this warranty.
Except as expressly stated in this section, the Services, deliverables and all related content are provided "as is" and "as available". To the maximum extent permitted by law, Exoctic disclaims all other warranties, whether express, implied, statutory or otherwise, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy and quiet enjoyment, and any warranties arising from course of dealing or usage of trade. We do not warrant that the Services will be uninterrupted, error-free or free of harmful components, that data will not be lost, or that the Services will meet your requirements or produce any particular result, including any tax, payroll, regulatory or travel outcome.
12. Limitation of liability
To the maximum extent permitted by law, in no event will Exoctic or its affiliates, officers, directors, employees, contractors or licensors be liable for any indirect, incidental, special, consequential, exemplary or punitive damages, or for any loss of profits, revenue, business, goodwill, anticipated savings, data or use, business interruption, cost of substitute services, travel disruption, or penalties, fines or interest imposed by any authority, however caused and under any theory of liability, even if advised of the possibility of such damages.
To the maximum extent permitted by law, Exoctic's total aggregate liability arising out of or relating to these Terms and the Services will not exceed the fees actually paid by Customer to Exoctic for the Services giving rise to the claim in the twelve (12) months immediately preceding the event giving rise to liability, or one hundred US dollars (US$100) if no fees were paid.
These limitations apply even if a remedy fails of its essential purpose, and they form an essential basis of the bargain between the parties. Nothing in these Terms limits liability that cannot be limited under applicable law, such as liability for death or personal injury caused by negligence, or for fraud.
13. Indemnification
Customer will defend, indemnify and hold harmless Exoctic and its affiliates, officers, directors, employees and contractors from and against any claims, damages, losses, liabilities, penalties, costs and expenses (including reasonable legal fees) arising out of or relating to: (a) Customer Data; (b) Customer's or its users' use of the Services in breach of these Terms or applicable law; (c) Customer's payroll, tax, employment and travel practices and decisions; (d) trip apps published by Customer, including their content and distribution; and (e) any dispute between Customer and its employees, travellers, clients or suppliers.
Exoctic will defend Customer against any third-party claim alleging that the Services, as provided by us, infringe that third party's intellectual property rights, and will pay any damages finally awarded. This obligation does not apply to claims arising from Customer Data, third-party services, modifications not made by us, or use in combination with items not supplied by us. If such a claim is made or appears likely, we may modify the Services, obtain a licence, or terminate the affected Service and refund prepaid fees for the unused term. This section states our entire liability for infringement claims.
The indemnified party must give prompt written notice of the claim, give the indemnifying party sole control of the defence and settlement, and provide reasonable cooperation.
14. Term and termination
These Terms apply from the date you first accept them until all subscriptions and SOWs have ended. Either party may terminate for material breach if the breach is not cured within 30 days of written notice. We may terminate immediately if Customer becomes insolvent, breaches section 4 or fails to pay fees after notice.
On termination, all rights granted to Customer end, Customer must stop using the Services, and all unpaid fees for the remainder of the committed term become immediately due. Sections that by their nature should survive, including those on fees owed, customer data export, intellectual property, confidentiality, disclaimers, limitation of liability, indemnification and disputes, survive termination.
15. Governing law and disputes
These Terms and any dispute or claim arising out of or in connection with them or the Services, including non-contractual disputes, are governed by the laws of England and Wales, without regard to conflict-of-law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
The parties will first try in good faith to resolve any dispute through senior representatives within 30 days of written notice. Any dispute not resolved in that time will be referred to and finally resolved by binding arbitration under the LCIA Rules, which are incorporated by reference. The tribunal will consist of one arbitrator, the seat of arbitration will be London, and the language will be English. Judgment on the award may be entered in any court of competent jurisdiction.
To the maximum extent permitted by law, all claims must be brought in the parties' individual capacity and not as a plaintiff or class member in any purported class, collective, consolidated or representative proceeding, and the arbitrator may not consolidate claims or preside over any form of representative proceeding.
Any claim must be commenced within one (1) year after the cause of action arises, or it is permanently barred, to the extent permitted by law. Nothing in this section prevents either party from seeking urgent injunctive or other equitable relief from any competent court to protect its intellectual property or Confidential Information.
16. General
- Changes to these Terms. We may update these Terms by posting a revised version with a new effective date. Material changes take effect 30 days after notice to account holders, or at the start of the next renewal term for paid subscriptions. Continued use after changes take effect constitutes acceptance.
- Force majeure. Neither party is liable for delay or failure to perform, other than payment obligations, caused by events beyond its reasonable control, including natural disasters, war, terrorism, civil unrest, labour disputes, pandemics, government action, and failures of internet, hosting, utility or third-party providers.
- Assignment. Customer may not assign or transfer these Terms without our prior written consent. We may assign them without consent to an affiliate or in connection with a merger, acquisition, reorganisation or sale of assets.
- Independent contractors. The parties are independent contractors. Nothing creates a partnership, franchise, joint venture, agency or employment relationship.
- Export and sanctions. Customer represents that it is not located in, or owned or controlled by persons in, a sanctioned country or on any government restricted-party list, and will not use the Services in violation of export control or sanctions laws.
- Notices. We may give notices by email to the account owner or in the product. Legal notices to us must be sent to info@exocticgroup.com.
- Severability and waiver. If any provision is held unenforceable, it will be enforced to the maximum extent permissible and the rest of these Terms will remain in effect. A failure to enforce a provision is not a waiver.
- Entire agreement. These Terms, together with any order form, SOW and the DPA, are the entire agreement between the parties about their subject matter and supersede all prior proposals and understandings. Terms in any Customer purchase order or other business form are void and have no effect.
- Language. These Terms are written in English. Any translation is for convenience only, and the English version prevails.
17. Contact
Questions about these Terms: info@exocticgroup.com.