XEN Terms of Service

Change log

1. Definitions

"Xeneural" means Xeneural Technologies E.I.R.L., a company incorporated in the Republic of Peru, with tax ID (RUC) 20606521261 and registered office at Av. Cayma 612, Dpto. 401, Res. Santa María, Cayma, Arequipa, Peru, when the Customer is domiciled in Peru or in another country of Latin America; and Xeneural LLC, a limited liability company incorporated in the United States of America, whose registration details and address appear in the Order Form and in the table of entities, when the Customer is domiciled anywhere else. The applicable entity is stated in the Order Form or in the sign-up confirmation and is published at xeneural.com/legal/entidades.

"Affiliate" means, with respect to either Party, any person or entity that directly or indirectly controls that Party, is controlled by it or is under common control with it, where control means holding more than fifty percent (50 %) of the voting rights. An entity is an Affiliate only while that holding is maintained.

"Service" or "XEN" is the business management platform of Xeneural, with its modules (sales, accounts, logistics, operations, accounting, human resources, production, information technology, personal wellbeing and those added later), its website and its applications.

"XENI" is the artificial intelligence assistant built into XEN. Its use is also governed by the XENI AI Terms.

"Customer" is the legal or natural person that contracts the Service. "User" is each person authorised by the Customer to use XEN under its account. "Consumer" is the Customer who is a natural person contracting XEN for a purpose unrelated to their business or professional activity, within the meaning of the Peruvian Consumer Protection and Defence Code (Law 29571), and who also benefits from chapter 14.

"Customer Content" is all data, documents, records and files that the Customer or its Users upload, generate or receive in the Service, including XENI inputs and outputs.

"Service Data" is the data that Xeneural generates or collects in providing the Service and that is not Customer Content: account and billing data, access and activity logs, usage and performance metrics, and support communications.

"Security Incident" is any breach of the security of Xeneural or of its subprocessors that leads, accidentally or unlawfully, to the destruction, loss, alteration, unauthorised disclosure of or access to Customer Content. Unsuccessful attempts that do not compromise the confidentiality, integrity or availability of Customer Content are not Security Incidents.

"Order Form" is the document, physical or electronic, that sets the plan, price, contracting entity, term and particular conditions.

2. Acceptance and capacity

The Customer accepts these Terms by ticking the acceptance box at sign-up, by signing an Order Form or by using the Service, whichever happens first. Whoever accepts on behalf of a legal person declares that they have authority to bind it. The Service is intended for people aged eighteen or over.

Xeneural keeps a record of the acceptance with date, time, version of the Terms shown and means of acceptance, and delivers it to any Customer who requests it within fifteen (15) business days of the request.

3. The Service

3.1. Xeneural grants the Customer, for the term of the subscription, a non-exclusive, non-transferable and revocable licence to access the Service and use it in accordance with these Terms, the Acceptable Use Policy and the plan contracted.

3.2. The Customer may enable its Affiliates to use the Service under its own account, answering for them as if they were the Customer itself, or request a separate Order Form for each Affiliate.

3.3. Xeneural may improve, extend and modify the Service. It will not withdraw an essential feature of the contracted plan without at least sixty (60) days' notice, and in that case the Customer may terminate the contract without penalty and receive a proportional refund of any amount paid in advance.

3.4. Features labelled as preview, beta or lab are offered as is, may change without notice and are not part of the availability commitment.

4. Accounts and access security

4.1. The Customer appoints one or more administrators, who manage Users, roles and permissions by module, action and site.

4.2. Each User is responsible for the confidentiality of their credentials and must use the second authentication factor that the administrator requires. The Customer may require all its Users to use corporate sign-in (SAML or OIDC, with Google Workspace or Microsoft Entra ID) with mandatory multi-factor authentication. The Customer will notify Xeneural without delay of any unauthorised use it becomes aware of, at security@xeneural.com.

4.3. Xeneural does not access User accounts except to provide support at the Customer's request, with a record of each access, or to meet a legal obligation.

5. Customer Content

5.1. Ownership. Customer Content is and remains the Customer's. Xeneural acquires no right over it, except the limited licence needed to host, process, transmit, back up and display it for the sole purpose of providing the Service.

5.2. No training. Xeneural will not use Customer Content to develop, train, retrain, fine-tune or distil any artificial intelligence model, its own or a third party's, and will not allow its subprocessors to do so. XENI inputs and outputs are Customer Content.

5.3. Responsibility for content. The Customer warrants that it has the right to upload the Customer Content and that its processing in XEN does not infringe third-party rights or applicable rules, including personal data protection legislation with respect to the people whose data it incorporates.

5.4. Personal data. When the Customer incorporates third parties' personal data, Xeneural acts as a data processor on behalf of the Customer, in accordance with the Data Processing Agreement, which forms part of these Terms.

5.5. Export and return. The Customer may export its Content at any time during the term of the contract, in open and documented formats. After termination, it has thirty (30) days to export it; afterwards Xeneural deletes it from active systems within a maximum of thirty (30) days and from backups within a maximum of ninety (90) days, except for what the law requires to be kept.

5.6. Service Data. Xeneural uses Service Data only to provide, secure and bill the Service, handle support, meet legal obligations and improve the Service with aggregated information that does not identify the Customer or individuals. It does not sell Service Data or use it to train artificial intelligence models.

5.7. Legal retention. Electronic payment vouchers, accounting entries and other records subject to a legal retention obligation are kept for the period set by the applicable law (five years in Peru for tax documentation), in an archive with integrity verification, even after termination, and are delivered to the Customer on request.

6. Price, billing and payment

6.1. The price, currency, billing period and plan are stated in the Order Form or on the pricing page in force at the time of contracting. Prices shown to Consumers in Peru include the General Sales Tax and, when advertised in a foreign currency, are also shown in soles at the applicable exchange rate.

6.2. Xeneural issues an electronic payment voucher for each charge: an invoice to the Customer who requires it to support an expense or tax credit, and an electronic sales receipt to the Consumer, identifying them whenever they request it or the law requires it.

6.3. Price changes. Xeneural may update the prices of a plan for the next billing period with at least thirty (30) days' notice by the registered email. A Customer who does not accept the new price may terminate the contract before it takes effect, without penalty. The Customer's silence is not taken as acceptance of a plan, module or additional service it has not requested.

6.4. Non-payment. If a charge is not completed, Xeneural notifies the Customer and grants a cure period of at least ten (10) days. Once that period has elapsed without payment, Xeneural may limit the Service to read-only mode, with access to the export of the Content, before suspending it. Customer Content is never deleted for non-payment within the periods of section 5.5.

7. Term, renewal and cancellation

7.1. The subscription lasts for the period stated in the Order Form or in the plan (monthly or annual).

7.2. Renewal. The subscription renews for equal periods only if the Customer expressly accepted renewal when contracting. Xeneural gives at least fifteen (15) days' notice before the end of each period, and the Customer may switch renewal off until the last day of the current period, without penalty.

7.3. Cancellation by the same means. The Customer may cancel the subscription from its own XEN account, by the same means and with the same ease with which it was contracted, or by writing to contact@xeneural.com. Cancellation takes effect at the end of the paid period; the Customer keeps access until then.

7.4. Termination by Xeneural. Xeneural may terminate the contract only for a serious breach by the Customer (use prohibited by the Acceptable Use Policy, uncured non-payment or breach of the law), after written notice describing the breach and a cure period of no less than ten (10) days where cure is possible. If the breach poses an immediate risk to the security of the Service, of other customers or of third parties, Xeneural may suspend the account immediately, notifying it at once and limiting the suspension to what is necessary.

8. Availability and support

8.1. Xeneural commits to a monthly availability of 99.5 % on the Plus, Pro and Business plans and of 99.9 % on the Enterprise plan, measured and compensated in accordance with the Service Level Agreement, which forms part of these Terms and is delivered with the Order Form or on request.

8.2. Support is provided in Spanish and English, Monday to Friday from 07:00 to 18:00 and on Saturdays from 08:00 to 13:00 (Peru time), with handling of critical incidents 24 hours a day, at support@xeneural.com and in the Support section of the application, with a ticket number. AI assistance is immediate and the first human response arrives within a maximum of thirty (30) minutes.

9. Security and confidentiality

9.1. Xeneural maintains an information security management system aligned with ISO/IEC 27001:2022 and applies the technical and organisational measures described in the published Security Summary, among them encryption in transit and at rest, corporate sign-in and two-factor authentication, role-based access control, access and activity logging, and continuous backups with restoration tested every quarter. Xeneural may update those measures provided that it does not materially reduce the level of security of the Service.

9.2. Incidents. Xeneural notifies the Customer of every Security Incident without undue delay and, at the latest, within twenty-four (24) hours of the moment it has reasonable certainty that it has occurred, with the information available and the measures taken. The information may be provided in phases, as it is obtained, and the full report is delivered within a maximum of ten (10) business days. Notification does not constitute an acknowledgement of fault or liability.

9.3. Confidentiality. Each Party treats as confidential the non-public information it receives from the other in connection with the contract, uses it only to perform the contract and protects it with the same diligence as its own, during the term and for five (5) years afterwards. Information that is public, that the receiving Party already knew or that it lawfully receives from a third party is not confidential.

10. Intellectual property

10.1. XEN, XENI, their code, designs, trademarks and documentation are the property of Xeneural or its licensors. These Terms assign none of those rights.

10.2. The Customer may send suggestions for improvement. Xeneural may use them freely without obligation, and nothing built from them grants the Customer any right, unless agreed in writing.

10.3. The Service incorporates third-party components under their own licences, listed on the application's credits page.

11. Warranties and liability

11.1. Xeneural warrants that the Service will function in all material respects in accordance with its documentation and that it will provide the Service with the professional diligence required.

11.2. Between businesses. The total liability of each Party to the other for all claims arising from the contract will not exceed the amount paid or payable by the Customer for the Service during the twelve (12) months preceding the first event giving rise to the claim. For breach of the personal data protection obligations, that limit is two (2) times that amount. Neither Party is liable for loss of profit or indirect damages. These limits do not apply to wilful misconduct or gross negligence (article 1328 of the Civil Code), to breach of the confidentiality obligations, to infringement of intellectual property rights or to the Customer's payment obligations. This section does not apply to Consumers.

11.3. Consumers. Towards Consumers, Xeneural is liable in accordance with the Consumer Protection and Defence Code. No clause of these Terms excludes or limits Xeneural's liability for wilful misconduct or negligence, shifts the burden of proof to the Consumer or limits their right to file a complaint with the competent authority.

12. Changes to these Terms

Xeneural may amend these Terms for reasons stated in the notice itself: legal or regulatory changes, new features, security improvements or error corrections. Changes are communicated by the registered email and in the application with at least thirty (30) days' notice, except those required by law with a shorter period. If a change is detrimental to the Customer, it may terminate the contract before the change takes effect without penalty and with a proportional refund of any amount paid in advance. Each version is published with its date and earlier versions remain accessible.

13. Governing law and dispute resolution

13.1. When the contracting entity is Xeneural Technologies E.I.R.L., these Terms are governed by the laws of the Republic of Peru and the Parties submit to the courts of Lima, without prejudice to the jurisdiction of INDECOPI and of the courts of the Consumer's domicile.

13.2. When the contracting entity is Xeneural LLC, they are governed by the laws of the state of incorporation of Xeneural LLC, United States of America, stated in the table of entities, and the Parties submit to the courts of that state, except for the mandatory rules of the Customer's country of residence.

13.3. Before going to court, the Parties will try to resolve the dispute in good faith for thirty (30) days from the written notice of one to the other.

14. Chapter for Consumers in Peru

14.1. Information. All information about XEN is provided in Spanish, truthfully, sufficiently and accessibly. What is offered on the website and in advertising binds Xeneural even if it does not appear in the contract.

14.2. Complaints. Xeneural handles complaints within a maximum of fifteen (15) business days, which cannot be extended, through complaints@xeneural.com and the virtual Complaints Book, whose link is permanently visible on xeneural.com and in the application. Handling a complaint is not conditioned on prior payment.

14.3. No deceptive patterns. The contracting, renewal and cancellation interfaces do not use designs that restrict, distort or manipulate the Consumer's freedom of choice. Cancelling is as easy as contracting.

14.4. Restitution. The Consumer retains the right to restitution under article 59 of the Code in the cases it provides for, and is not required to waive that right in advance.

14.5. Personal data. The processing of the Consumer's data is governed by the Privacy Policy and by Law 29733 and its Regulations, and the Consumer may exercise their rights of access, rectification, cancellation and objection by writing to privacy@xeneural.com.

15. General provisions

15.1. Order of precedence. In case of conflict the following prevail, in this order: the Order Form, the Data Processing Agreement, the XENI AI Terms, these Terms, the Acceptable Use Policy and the Service Level Agreement.

15.2. Assignment. Neither Party assigns the contract without the written consent of the other, except to an Affiliate or to a successor in its business, with written notice.

15.3. Notices. Notices to the Customer are sent to the email of the registered administrator. Notices to Xeneural are sent to legal@xeneural.com and, on security matters, to security@xeneural.com.

15.4. Force majeure. Neither Party is liable for non-performance caused by events beyond its reasonable control, except for payment obligations and the information security obligations that remain enforceable.

15.5. Partial invalidity. If a clause is void or unenforceable, the rest remains in force and the clause is replaced by the valid one closest to its purpose.

15.6. Entire agreement. These Terms, with the documents they incorporate, constitute the entire agreement between the Parties on the Service and replace any earlier agreement.

Contact

Xeneural Technologies E.I.R.L., RUC 20606521261, Av. Cayma 612, Dpto. 401, Res. Santa María, Cayma, Arequipa, Peru. Contractual enquiries: legal@xeneural.com. Support: support@xeneural.com. Sales enquiries: contact@xeneural.com. Complaints: complaints@xeneural.com.

Software credits

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