# Master Customer Terms

- Link: https://xanadu.co/mct/
- Published: 2026-06-06T16:44:36+04:00
- Author: Daragh McGrath

# **MASTER CUSTOMER TERMS**

_Published at https://xanadu.co/mct. Version 1.0. Last updated Jan 1, 2026._

These Master Customer Terms (“**Master Terms**”) set out the terms on which **XANADU
TECHNOLOGY LIMITED**, a company incorporated under the laws of the United Arab Emirates
with its registered office at Unit GA-00-SZ-L1-RT-208, Level 1, Gate Avenue – South
Zone, Dubai International Financial Centre, Dubai, United Arab Emirates (“**Xanadu**”),
supplies products and services to its customers. They apply to, and are incorporated
by reference into, each Order entered into between Xanadu and a customer (the “**
Customer**” or “**you**”). Xanadu and the Customer are each a “**Party**” and together
the “**Parties**”.

Xanadu operates a technology services business through which it (i) resells third-
party software and services, (ii) provides its own proprietary products, and (iii)
delivers professional and software development services to its customers. These 
Master Terms establish a single, scalable master framework governing all current
and future purchases by a Customer from Xanadu.

**Application and acceptance. **These Master Terms apply to each Order and become
binding on the Customer when the Customer (a) signs or otherwise accepts an Order
that incorporates these Master Terms, or (b) accesses, activates, deploys or uses
any Supplies, in each case in accordance with Section 2. By doing so, the Customer
agrees to these Master Terms. No Supplies are provided unless and until an Order
has been accepted by Xanadu in accordance with Section 2.2. In these Master Terms,“**
Effective Date**” means the date on which the Customer first accepts an Order incorporating
these Master Terms (whether by signature or in accordance with Section 2.2).

**Version applicable to an Order. **Xanadu may update these Master Terms from time
to time by publishing an updated version at https://xanadu.co/mct. The version of
these Master Terms in effect on the date an Order is accepted applies to that Order
for the duration of its Order Term, and any later update does not apply to that 
Order unless the Parties agree otherwise in writing or a change is required by applicable
law or by a Vendor. Each Order may record the version and date of the Master Terms
that applies to it.

1 DEFINITIONS AND INTERPRETATION

1.1 Definitions

(a) In this Agreement, the following terms shall have the following meanings:

(i) “**Affiliate**” means any entity that directly or indirectly controls, is controlled
by, or is under common control with a Party.

(ii) “**Agreement**” means these Master Terms, and all Orders and Statements of 
Work entered into under it, together with any duly executed amendments thereto.

(iii) “**Business Day(s)**” means Monday through Friday.

(iv) “**Confidential Information**” means any non-public information disclosed by
or on behalf of a Party in connection with this Agreement that is identified as 
confidential or would reasonably be understood to be confidential.

(v) “**Consequential Loss**” means any indirect, special, incidental or consequential
loss or damage, and any loss of profit, revenue, anticipated savings, business opportunity,
goodwill or reputation, data or use, whether direct or indirect, and whether or 
not loss was foreseeable.

(vi) “**Customer Data**” means all data, content or information provided by or on
behalf of Customer, or generated through Customer’s use of the Products or Services.

(vii) “**Customer Material**” means any material provided by, or to which access
is given by, Customer to Xanadu for the purposes of an Order or work delivered under
these Master Terms.

(viii) “**Customer Personal Information**” means any Personal Information provided
to Xanadu by Customer or its Personnel.

(ix) “**Customer Responsibilities**” means the additional Customer responsibilities
identified as such in an Order or SOW.

(x) “**Deliverables**” means a deliverable that Xanadu agrees to provide as part
of the Xanadu Services, as specified in an Order (but does not include Xanadu Products,
Vendor Products or Third-Party Material).

(xi) “**Developed Material(s)**” means materials (of any nature) created by or on
behalf of Xanadu in the course of providing the Supplies.

(xii) “**Expenses**” means: (i) any reasonable travel and accommodation expenses;
and (ii) any other expenses agreed in an Order.

(xiii) “**Fees**” mean the fees set out in an Order or Statement of Work, together
with any other amounts contemplated by these Master Terms as being payable by Customer
to Xanadu.

(xiv) “**Force Majeure Event**” means any event or circumstance beyond a Party’s
reasonable control, whether or not foreseeable, that prevents or delays performance,
including acts of God, natural disasters, pandemics, war, terrorism, civil unrest,
governmental actions or restrictions, labour disputes, supply chain disruptions,
and failures of utilities, hosting, internet or telecommunications services.

(xv) “**Insolvency Event**” means, in relation to a Party, that the party becomes
unable to pay its debts as they fall due, enters into liquidation, administration,
receivership, bankruptcy, or any analogous proceedings in any jurisdiction, makes
an assignment for the benefit of its creditors, or ceases or threatens to cease 
carrying on business.

(xvi) “**Intellectual Property Rights**” means all industrial and intellectual property
rights throughout the world, and includes any copyright, moral right, patent, registered
or unregistered trade mark, registered or unregistered design, trade secret, knowhow,
right in relation to semiconductors and circuit layouts, trade or business or company
name, indication or source or appellation of origin or other proprietary right, 
or right of registration of such rights.

(xvii) “**Interest**” means interest on any payment owing under an Order or these
Master Terms at the rate of twelve per cent (12%) per annum or, if lower, the maximum
rate permitted by applicable law, calculated daily from the due date until payment
is received in full.

(xviii) “**Loss**” means loss, damage, liability, charge, expense, outgoing, payment
or cost of any nature or kind, including all legal and other professional costs 
on a full indemnity basis.

(xix) “**Order**” means a purchase order (in the form prescribed or accepted by 
Xanadu from time to time) that specifies the relevant Supplies, applicable fees 
and other transaction-specific terms, and which is accepted in accordance with Section
2.2.

(xx) “**Personal Information**” means any information that can be used to identify
an individual, alone or when combined with other personal or identifying information(
and includes “personal data” and “personal information” as that term is defined 
in the Privacy Laws).

(xxi) “**Personnel**” means a Party’s employees, directors, officers, contractors,
professional advisors and agents.

(xxii) “**Privacy Laws**” Means all applicable laws and regulations in respect of
the processing of Personal Information.

(xxiii) “**Supplies**” means the Vendor Products, Xanadu Services and/or the Xanadu
Products.

(xxiv) “**Statement of Work**” or “**SOW**” means a statement of work describing
specific Xanadu Services (and Deliverables as applicable) in the form prescribed
or accepted by Xanadu from time to time.

(xxv) “**Taxes**” means all present and future sales, use, excise, intangibles, 
property, privilege or other taxes or assessments, however designated or levied,
relating to any Order for Supplies pursuant to this Agreement, exclusive of taxes
based on Xanadu’s net income.

(xxvi) “**Third Party Material**” means Intellectual Property Rights owned or licensed
by a third party.

(xxvii) “**Vendor**” means the applicable third-party supplier of Vendor Products
as identified in the relevant Order.

(xxviii) “**Vendor Product Agreement**” means the end user licence agreement, subscription
agreement or other contract entered into directly between Customer and the relevant
Vendor governing Customer’s access to and use of the Vendor Products.

(xxix) “**Vendor Products**” means third-party products or services of the Vendor
that Xanadu resells to Customer as identified in an Order.

(xxx) “**Vendor Terms**” means in respect of Vendor Products identified in an Order:(
i) where applicable, the Vendor Product Agreement entered into directly between 
Customer and the relevant Vendor; and (ii) any additional Vendor-specific terms,
mandatory flow-down obligations, back-to-back protections, use restrictions, limitations
of liability, compliance requirements or deviations that Xanadu is required to apply
or elects to apply in connection with such Vendor Products, in each case identified,
incorporated or set out in the applicable Order. For the avoidance of doubt, Vendor
Terms include any vendor-specific commercial, operational or compliance requirements
identified or incorporated in the applicable Order.

(xxxi) “**Xanadu EULA**” means Xanadu’s end-user licence agreement for Xanadu Products
at https://xanadu.co/eula.

(xxxii) “**Xanadu Material**” means any material provided by or to which access 
is given by Xanadu to Customer for the purposes of these Master Terms or an Order(
but does not include Xanadu Products, Vendor Products or Third-Party Material).

(xxxiii) “**Xanadu Products**” means products provided by Xanadu, which may include
software, platforms or tools owned or licensed by Xanadu and made available to Customer
under this Agreement.

(xxxiv) “**Xanadu Services**” means services provided by Xanadu as detailed in a
Statement of Work, which may include (i) professional services in support of the
Vendor Products, or (ii) software development services.

(b) Headings are for convenience only and do not affect interpretation. References
to “**including**” are illustrative, not exhaustive.

2 SCOPE AND FRAMEWORK STRUCTURE

2.1 Agreement structure

(a) This Agreement establishes a master contractual framework under which Customer
may request to procure Supplies from Xanadu from time to time._ _

(b) This Agreement operates on a modular basis whereby:

(i) each transaction is governed by an Order;

(ii) if Vendor Products are procured, the applicable Vendor Terms apply as set out
in the Order;

(iii) if Xanadu Products are procured, the Xanadu EULA applies, and/or if Xanadu
Services are procured, the applicable SOW applies; and

(iv) these Master Terms apply to all Orders and SOWs unless expressly varied.

(c) No Supplies are provided unless and until an Order has been expressly accepted
by Xanadu in accordance with Section 2.2(c) below.

2.2 Orders as offers

(a) Each Order submitted by Customer constitutes an offer to purchase the Supplies
specified in that Order on the terms of this Agreement.

(b) Xanadu is under no obligation to accept any Order and may reject an Order in
its sole discretion.

(c) A binding contract in respect of an Order is formed when Xanadu accepts the 
Order, which may occur by countersignature, written confirmation or by commencing
provision of the relevant Supplies, whether or not the Customer has executed the
Order.

(d) Where Xanadu accepts an Order by commencing provision of the relevant Supplies,
Customer’s access to, activation, deployment or use of any Supplies described in
an Order constitutes its agreement to the applicable Order and all terms incorporated
therein whether or not the Order has been executed by the Customer.

(e) For the avoidance of doubt, any purchase order terms, procurement portal terms
or other standard terms issued by Customer are expressly rejected and shall have
no effect unless expressly agreed in writing by Xanadu.

2.3 Orders

(a) Each Order must:

(i) be in the form prescribed or accepted by Xanadu from time to time;

(ii) identify the Supply(s) ordered;

(iii) where Vendor Products are ordered, identify the Vendor, the Vendor Product(
s), the Vendor model (direct licence or Xanadu provided access) and the applicable
Vendor Terms;

(iv) set out pricing, fees and payment terms;

(v) state the applicable term or subscription period (if relevant); and

(vi) incorporate by reference these Master Terms, together with any applicable Statement
of Work and any applicable Vendor Terms.

(b) An Order that does not expressly incorporate these Master Terms, as well as 
the applicable Vendor Terms or SOW, is of no force or effect.

2.4 Statements of Work

(a) Where Xanadu Services are to be provided, a Statement of Work shall apply.

(b) Each SOW:

(i) forms part of, and is governed by, this Agreement;

(ii) must reference the applicable Order; and

(iii) applies solely to the Xanadu Services described therein.

2.5 No other terms

(a) Any purchase order terms, standard terms or similar documents issued by Customer
are expressly excluded and have no legal effect unless agreed in writing by Xanadu.

(b) No terms are incorporated by implication, course of dealing or reference to 
external documentation unless expressly stated in an accepted Order or fully executed
SOW.

2.6 Order of precedence

(a) In the event of any inconsistency or conflict between the documents forming 
this Agreement, the following order of precedence shall apply:

(i) these Master Terms;

(ii) any applicable Statement of Work and/or Vendor Terms (as included in the applicable
Order), but only to the extent that such document expressly states that it overrides
these Master Terms for the specific matter in question (and in the case of Vendor
Terms, only for the applicable Vendor Products); and

(iii) the applicable Order, but only in respect of commercial and operational details
expressly stated therein (including pricing, quantities, subscription term, and 
delivery dates).

(b) For the avoidance of doubt:

(i) no Statement of Work or Order shall amend or override the Master Terms by implication
or inference; and

(ii) any deviation from the Master Terms must be expressly identified and limited
in scope.

(c) Notwithstanding the order of precedence above, any Vendor Terms that the relevant
Vendor requires Xanadu to apply or flow down (mandatory flow-down obligations) prevail
over these Master Terms to the extent of any inconsistency, but only in respect 
of the applicable Vendor Products. Save for such mandatory flow-down obligations,
Vendor Terms incorporated into an Order do not override these Master Terms as between
Xanadu and Customer.

2.7 Independence of Orders

(a) Each accepted Order constitutes a separate and independent contract under this
Agreement.

(b) Termination or expiry of one Order does not affect any other Order or SOW.

2.8 Execution

Orders and SOWs may be executed electronically and in counterparts and are binding
when accepted in accordance with this Section 2.

3 SUPPLIES

3.1 Vendor Products

(a) General. Where an Order includes Vendor Products, the applicable Vendor and 
the relevant commercial and legal terms shall be identified in the Order.

(b) Direct licence with Vendor. Where the Vendor Products are licensed or supplied
directly by a Vendor to Customer (including where access is provisioned by the Vendor):

(i) Customer’s access to and use of the Vendor Products is subject to the Vendor
Product Agreement, which forms part of the Vendor Terms;

(ii) Customer must enter into, and remain bound by, the Vendor Product Agreement
without amendment for the duration of the applicable Order (and Xanadu has no authority
to negotiate, vary or waive it);

(iii) the Vendor Product Agreement is a separate agreement between Customer and 
the relevant Vendor (and not Xanadu) and is incorporated into this Agreement solely
to the extent necessary to flow down and enforce the applicable Vendor Terms to 
Customer;

(iv) notwithstanding the existence of the Vendor Product Agreement, Customer acknowledges
that additional Vendor Terms may apply between Customer and Xanadu in respect of
the same Vendor Products (including mandatory flow down obligations and back-to-
back protections), as identified in the applicable Order; and

(v) upon request, Customer will provide Xanadu with reasonable evidence of its acceptance/
execution of the Vendor Product Agreement.

(c) No Direct Licence with Vendor. Where Xanadu provides access to the Vendor Products
without a direct licence or contract between Customer and the Vendor:

(i) Customer’s access to and use of the Vendor Products is subject to the Vendor
Terms applicable to those Vendor Products;

(ii) such Vendor Terms apply as contractual obligations between Xanadu and Customer
under this Agreement; and

(iii) Customer agrees to comply with all Vendor Terms as a condition of receiving
access to the Vendor Products.

(d) No Modification of Vendor Terms. Customer acknowledges that Xanadu has no authority
to amend, waive or vary any Vendor Product Agreement or Vendor Terms and that access
to and use of the Vendor Products is conditional on Customer’s acceptance of, and
ongoing compliance with, the applicable Vendor Terms.

(e) No warranty or liability. To the maximum extent permitted by law:

(i) Xanadu does not provide any warranties or representations in respect of Vendor
Products except as expressly stated in the applicable Order; and

(ii) Xanadu has no liability under any Vendor Product Agreement entered into directly
between Customer and a Vendor.

3.2 Services

(a) Xanadu shall perform the Xanadu Services with reasonable skill and care.

(b) Xanadu shall use reasonable efforts to perform the Xanadu Services in accordance
with the timelines specified in the applicable Order or Statement of Work.

(c) Xanadu shall not be responsible for any delay or failure in the performance 
of the Xanadu Services to the extent caused by:

(i) Customer’s failure to meet any assumptions or dependencies set out in the Order
or Statement of Work; or

(ii) Customer’s failure to comply with its obligations under this Agreement.

3.3 Xanadu Products

Where an Order includes Xanadu Products, Customer’s use of those Xanadu Products
is subject to the applicable Xanadu EULA, as identified in the Order, which is incorporated
by reference into this Agreement.

3.4 Non-exclusive

All Supplies are provided by Xanadu on a non-exclusive basis unless expressly stated
otherwise in an Order.

3.5 General use restrictions

Customer must:

(a) use the Supplies in accordance with all applicable laws;

(b) not use the Supplies:

(i) in breach of these Master Terms (including any Order or SOW);

(ii) in breach of any Vendor Terms (including any Vendor Product Agreement and any
additional Vendor-specific terms identified in the applicable Order);

(iii) for any purpose other than its internal business purposes;

(iv) to engage in fraudulent or illegal behaviour, or in a way that Customer knows
or ought to reasonably know, infringes any third party’s Intellectual Property Rights;

(v) to transmit, publish or communicate material that is pornographic, defamatory,
offensive, abusive, indecent, menacing or unwanted; or

(vi) to circumvent any security measures, or to gain unauthorised access to or interfere
with any third party’s online resources or systems, including any form of hacking,
and

(c) ensure that its Personnel comply with subclauses 3.5(a) and 3.5(b) above.

(d) In respect of Vendor Products, Customer must also comply with all applicable
Vendor Terms, and must not copy, modify, reverse engineer, create derivative works
of, rebrand, white-label, or use the Vendor Products to build or market a competing
product.

3.6 Responsibilities of Customer

(a) Customer must:

(i) give Xanadu all Customer Material, information and assistance reasonably necessary
to enable Xanadu to provide the Supplies;

(ii) promptly perform any Customer Responsibilities to enable Xanadu to supply the
Supplies in an efficient and timely manner; and

(iii) cooperate with Xanadu and act reasonably in connection with its receipt of
the Supplies.

(b) Customer acknowledges and agrees that if Customer does not comply with Section
3.6(a) above:

(i) Xanadu may not be able to provide the Supplies to Customer; and

(ii) Xanadu is not responsible or liable for any failure to provide the Supplies
to the extent that such failure arises from Customer's failure to comply with Section
3.6(a) above.

(c) Customer warrants that it is not subject to any applicable trade sanctions, 
export controls or economic restrictions imposed by any relevant governmental authority,
and will not use the Supplies in a manner that causes Xanadu or any Vendor to breach
applicable anti-corruption, sanctions or export control laws.

4 TERM OF MASTER TERMS AND ORDERS

4.1 Term of Master Terms

(a) These Master Terms shall commence on the Effective Date and shall continue in
force until terminated in accordance with Section 10 (the “**Framework Term**”).

(b) These Master Terms establish a master contractual framework only and do not,
in isolation, obligate either Party to place or accept any Order.

4.2 Term of Orders

(a) Each Order shall commence on the commencement date indicated in that Order (
the “**Commencement Date**”) and shall continue for the initial period specified
in that Order (the “**Initial Period**”).

(b) Where indicated in an Order, following the Initial Period the applicable Order
shall automatically renew for one or more renewal periods of equal duration (each,
a “**Renewal Period**”), unless terminated earlier in accordance with these Master
Terms or the relevant Order (the Initial Period and any Renewal Period(s) shall 
be referred to collectively as the “**Order Term**”).

(c) Either Party may elect not to renew an Order by giving the other Party not less
than sixty (60) calendar days’ written notice prior to the expiry of the Initial
Period or the then-current Renewal Period (as applicable), in which case the Order
shall expire at the end of that period.

(d) Termination or expiry of an Order shall not terminate this Agreement or any 
other Order or Statement of Work, unless expressly stated otherwise.

5 FEES, EXPENSES AND INVOICES

5.1 Fees

(a) Customer must pay all applicable Fees and Expenses to Xanadu.

(b) Fees and Expenses may be payable on a fixed-price or time-and-materials basis.
If an Order states that the Fees and Expenses are an estimate only, Customer acknowledges
and agrees that the Fees and Expenses charged for the Supplies will be based on 
Xanadu’s estimate; however, the final Fees and Expenses may be more or less than
that estimate.

5.2 Invoice and payment

(a) Xanadu will invoice Customer for the Fees, Expenses, and any other amounts payable
by Customer to Xanadu, in accordance with these Master Terms and any Order.

(b) Customer must pay all invoices issued by Xanadu, without set-off, within thirty(
30) days after the date of issue of the invoice (unless otherwise agreed in an Order).

(c) Customer shall pay Xanadu electronically to Xanadu's bank account or by any 
payment method reasonably stipulated by Xanadu. No payment shall be considered paid
until it is received in cleared funds by Xanadu.

(d) The relevant Order will specify the currency for payment.

(e) Where permitted by law, Customer must pay any merchant, bank, or currency conversion
fees associated with its payment.

5.3 Late payment

(a) If Customer is late in paying any part of any monies due to Xanadu, Xanadu may(
without prejudice to any other right or remedy available to it, whether under these
Master Terms or an Order or by any statute, regulation or by-law) do any or all 
of the following:

(b) charge Interest on the amount due but unpaid and on amounts that have been disputed
where the dispute has been resolved in Xanadu's favour from time to time from the
due date until payment (after as well as before judgment); and

(c) suspend provision of the Supplies pursuant to Section 10.7.

5.4 Disputed Fees

(a) If Customer disputes any portion of an invoice in good faith, Customer must 
notify Xanadu within ten (10) Business Days of receipt of the applicable invoice,
setting out in reasonable detail the basis of the dispute and the specific amount
disputed. Any failure to do so constitutes acceptance of the invoice.

(b) Notwithstanding any dispute, Customer shall pay all invoiced Fees in full and
when due, and shall not withhold, set off, defer, delay or condition payment of 
any undisputed amounts. Any dispute (including regarding performance, timing or 
completion) shall be dealt with separately and exclusively in accordance with the
refund or credit mechanism set out in Section 5.4(c) below.

(c) If any dispute is finally determined in Customer’s favour, Xanadu shall apply
the relevant amount as a credit against a future invoice (or, at Xanadu’s option,
refund it). This credit/refund is Customer’s sole remedy in respect of that dispute.

(d) The existence of a dispute shall not affect Xanadu’s rights under this Agreement,
including its rights to charge Interest, or exercise suspension or termination rights
in accordance with Section 10.

6 INTELLECTUAL PROPERTY

6.1 Xanadu Materials and Deliverables

(a) Xanadu retains ownership of all Intellectual Property Rights subsisting in all
Xanadu Materials and Deliverables.

(b) Any modification or enhancement to any Xanadu Material or Deliverable is deemed
to form part of the Xanadu Materials or Deliverable (as applicable) and all Intellectual
Property Rights in such modification or enhancement vest in Xanadu immediately from
creation.

(c) Xanadu grants to Customer:

(i) a perpetual, non-exclusive, non-assignable, non-sublicensable, global licence
to use the Intellectual Property Rights in the Deliverables and any Xanadu Materials
that form part of a Deliverable, solely for the purpose of enjoying use of that 
Deliverable for Customer’s internal business use; and

(ii) for as long as the Xanadu Services are provided, a non-exclusive, non-assignable,
non-sublicensable, global licence to use the Intellectual Property Rights in any
Xanadu Materials that form part of the Xanadu Services, solely for the purpose of
enjoying those Xanadu Services for Customer’s internal business use.

6.2 Customer Material

(a) Customer or its licensors (as applicable) retain ownership of all Intellectual
Property Rights subsisting in all Customer Materials.

(b) Any modification or enhancement to any Customer Material is deemed to form part
of Customer Materials and all Intellectual Property Rights in such modification 
or enhancement vest in Customer immediately from creation.

(c) For as long as the Supplies are provided, Customer grants to Xanadu a non-exclusive,
global licence to use, reproduce and modify Customer Material solely for purposes
of Xanadu providing the Supplies to Customer and otherwise performing its obligations
under these Terms and the relevant Order.

(d) Customer warrants that use of Customer Material by Xanadu in accordance with
these Terms and the relevant Order will not infringe any third-party rights (including
Intellectual Property Rights).

6.3 Developed Material

(a) Unless otherwise set out in an Order, any Developed Material is owned by Xanadu,
and to the extent any Developed Material does not automatically vest in Xanadu, 
Customer assigns all Intellectual Property Rights in or in relation to any Developed
Material to Xanadu.

6.4 Use of Customer’s marks and promotional content

Unless Customer informs Xanadu otherwise in writing, Customer grants Xanadu the 
right to use Customer’s name, logo, trade marks, branding and any materials created
for Customer by Xanadu in Xanadu’s promotional and marketing material from time 
to time.

7 CONFIDENTIAL INFORMATION

7.1 Protection of Confidential Information

Each Party must only use or copy the other Party’s Confidential Information for 
the purposes of this Agreement and the relevant Order and must take all steps reasonably
necessary to:

(a) maintain the confidentiality of the other Party’s Confidential Information;

(b) ensure that any person who has access to Confidential Information of the other
Party through it or on its behalf does not use, copy or disclose that Confidential
Information other than in accordance with this Agreement; and

(c) enforce the confidentiality obligations set forth in this Agreement.

7.2 Restriction on disclosure

(a) Each Party must not disclose the Confidential Information of the other Party
to any person except:

(i) to its Personnel who need to know the Confidential Information, for these Master
Terms and the relevant Order only;

(ii) to relevant Vendors strictly to the extent necessary to enable the provision
of Vendor Products or other Supplies under an Order, provided that such Vendors 
are subject to confidentiality obligations no less protective than those set out
in this Agreement;

(iii) where the disclosure is required by applicable law, or under compulsion of
law by a court or applicable governmental, judicial or administrative body or department
or by the rules of any relevant stock exchange or regulator, as long as the disclosing
Party:

(A) discloses the minimum amount of Confidential Information required to satisfy
the law or rules; and

(B) before disclosing any information, gives a reasonable amount of notice to the
other Party and takes all reasonable steps (whether required by the other Party 
or not) to maintain such Confidential Information in confidence;

(iv) if the other Party has given its consent to the disclosure or use; or

(v) as expressly permitted by this Agreement.

(b) Before disclosing Confidential Information to a person (including a Vendor),
the disclosing Party must take reasonable steps to ensure that the person is aware
of the confidential nature of the Confidential Information and is bound by confidentiality
obligations that are substantially similar to those set out in this Agreement.

7.3 Return of Confidential Information

(a) Subject to Section 7.3(b), each Party must return (or, if requested by the other
Party, destroy or permanently de-identify) all copies of the other Party’s Confidential
Information in its possession or control within fourteen (14) calendar days of expiry
or termination of the relevant Order.

(b) If a Party needs to retain the other Party’s Confidential Information for:

(i) complying with any applicable law;

(ii) litigation;

(iii) internal quality assurance and record-keeping; or

(iv) performing its obligations or exercising its rights under this Agreement and
the relevant Order,

(c) then it may retain and use it solely for this purpose, but must deal with the
Confidential Information in accordance with Section 7.3(a) promptly after it is 
no longer required for this purpose.

7.4 Exclusions

The obligations of confidence in Sections 7.1 and 7.2 do not apply to Confidential
Information that is:

(a) in the public domain other than as a result of a breach of these Master Terms,
the relevant Order or other obligation of confidence; or

(b) already known by, or rightfully received, or independently developed, by the
recipient of that Confidential Information, free of any obligation of confidence.

8 PRIVACY

8.1 Xanadu’s obligations

If and to the extent Xanadu collects, stores, uses, discloses or otherwise deals
with Customer Personal Information in the performance of its obligations under these
Master Terms and the Order(s), Xanadu must only collect, store, use, disclose or
otherwise deal with Customer Personal Information:

(a) in accordance with applicable Privacy Laws; and

(b) only as required for the purposes of providing the Supplies or as otherwise 
expressly permitted under these Master Terms.

8.2 Customer’s obligations

(a) Customer must comply with the Privacy Laws when handling any Personal Information
provided or made available to it by or on behalf of Xanadu.

(b) If Customer Personal Information is made available to Xanadu, Customer must 
make all disclosures and obtain all consents required to ensure that:

(i) Customer is lawfully (including without breaching the Privacy Laws) able to 
provide, disclose or make available Customer Personal Information to Xanadu and 
its Personnel and any relevant Vendor; and

(ii) Xanadu and any relevant Vendor are lawfully (including without breaching the
Privacy Laws) able to collect, store, use, disclose or otherwise deal with Customer
Personal Information for the purposes of providing the Supplies and otherwise performing
its obligations under these Master Terms and the relevant Order (and any Vendor 
Product Agreement, as applicable) and as described in its privacy policy.

(c) Where Customer provides Xanadu with access to Customer Personal Information 
by way of _Canva, Google Workspace, Asana _(or similar), Customer is always in control
of Xanadu’s level of access. Customer is responsible for revoking that access when
it is no longer needed.

8.3 Disclosure to Vendors

Customer authorises Xanadu to disclose Customer Data and Customer Personal Information
to relevant Vendors to the extent reasonably necessary to provision, administer 
or support Vendor Products in accordance with the applicable Order and Vendor Terms.

9 LIMITATION OF LIABILITY AND INDEMNIFICATION

9.1 Limitations of liability

(a) Subject to this Section 9, each Party’s total aggregate liability to the other
Party arising out of or in connection with this Agreement or any Order (whether 
in contract, tort (including negligence), misrepresentation, indemnity or otherwise)
shall not exceed the total Fees paid or payable by Customer under the applicable
Order during the twelve (12) month period immediately preceding the event giving
rise to the Loss.

(b) Where Loss arises from a breach of these Master Terms that is not confined to,
or does not arise solely in connection with, a single Order, the total aggregate
liability of a Party shall not exceed the aggregate Fees paid or payable by Customer
across all affected Orders during the twelve (12) month period immediately preceding
the event giving rise to the Loss.

(c) The liability caps in this Section apply in the aggregate to all claims and 
shall not reset or apply separately per claim, per incident, or per indemnity.

9.2 Reduction of liability

To the extent permitted by law, a Party’s liability shall be reduced proportionately
to the extent that the Loss was caused or contributed to by the acts, omissions 
or breach of the other Party or its Personnel.

9.3 Exclusions of liability

(a) Subject to Section 9.5, neither Party shall be liable for any Consequential 
Loss, however arising.

(b) Xanadu shall not be liable for any failure, interruption, defect or degradation
of Vendor Products to the extent attributable to the relevant Vendor or to third-
party infrastructure, platforms or services outside Xanadu’s reasonable control.

(c) In respect of Vendor Products:

(i) Xanadu’s liability is limited to the extent expressly set out in the applicable
Order and any applicable Vendor Terms incorporated therein, and shall in no event
exceed the amounts recoverable by Xanadu from the relevant Vendor in respect of 
the same matter; and

(ii) Xanadu shall have no liability under any Vendor Product Agreement entered into
directly between Customer and a Vendor.

(d) Xanadu does not warrant that Vendor Products will be uninterrupted or error-
free except to the extent expressly stated in the applicable Order. Vendor Products
are provided on an “as is” and “as available” basis (except to the extent expressly
stated in the applicable Order or Vendor Terms).

9.4 Applicable Law Limitations

If applicable law prohibits the exclusion of certain liabilities but permits their
limitation, the exclusions in this Section shall not apply to that extent, and Xanadu’s
liability shall be limited, at its option, to re-supplying the relevant Supplies
or paying the cost of having them re-supplied.

9.5 Liabilities not excluded

Nothing in this Agreement limits or excludes either Party’s liability for:

(a) death or personal injury caused by negligence;

(b) fraud or fraudulent misrepresentation;

(c) gross negligence or wilful misconduct;

(d) any liability which cannot be lawfully limited or excluded;

(e) Customer’s payment obligations;

(f) in the case of Xanadu’s liability, Xanadu’s indemnification obligations in Section
9.6(a) below; or

(g) in the case of Customer’s liability, Customer’s indemnification obligations 
in Section 9.6(d) below.

9.6 Indemnification.

(a) By Xanadu. Xanadu will indemnify, defend, and hold Customer harmless from and
against any and all Loss finally awarded by a court of competent jurisdiction arising
from a third-party claim that Customer’s authorised use of Xanadu Products, Xanadu
Materials or Deliverables (excluding Vendor Products and Third-Party Material) infringes
that third party’s Intellectual Property Rights.

(b) If an infringement claim (as described in Section 9.6) arises, Xanadu may, at
its option:

(i) modify the relevant item to make it non-infringing;

(ii) replace it with a functionally equivalent non-infringing alternative; or

(iii) procure the right for Customer to continue using it; or

(iv) terminate the affected Order and refund prepaid Fees for the unused portion.

(v) Sections 9.6(a) and (b) sets out Customer’s sole and exclusive remedy, and Xanadu’s
entire liability, for any claim of infringement of Intellectual Property Rights 
by Xanadu Products, Xanadu Materials or Deliverables.

(c) Exclusions. Xanadu will have no liability under this Section 9.6 to the extent
the claim arises from:

(i) modification not made by Xanadu;

(ii) combination with third-party products not authorised by Xanadu;

(iii) use outside the permitted scope; or

(iv) Vendor Products or Third-Party Material.

(d) By Customer. Customer will defend, indemnify, and hold Xanadu and its Personnel
harmless from and against any and all Loss arising out of or related to:

(i) claims relating to Customer Materials;

(ii) any breach by Customer or its Personnel of any Vendor Terms (including any 
Vendor Product Agreement and any confidentiality obligations owed to a Vendor), 
or any act or omission of Customer that results in a claim by a Vendor against Xanadu;

(iii) unauthorised use of Vendor Products; or

(iv) Customer’s breach of applicable law.

(e) Process. The foregoing indemnification obligations are conditional upon the 
indemnified Party: (i) notifying the indemnifying Party promptly in writing of such
action, (ii) providing reasonable cooperation, and (iii) allowing the indemnifying
Party sole control of the defence and settlement, provided no settlement admits 
liability or imposes non-monetary obligations without the indemnified Party’s consent.

10 TERMINATION AND SUSPENSION

10.1 Termination of an Order for breach

(a) Either Party may terminate an Order immediately by written notice if the other
Party:

(b) commits a material breach that is limited to or arises solely in connection 
with that Order, and fails to remedy such breach within ten (10) days of written
notice requiring it to do so (where capable of remedy); or

(c) suffers an Insolvency Event.

10.2 Termination of Master Terms for breach

Either Party may terminate these Master Terms immediately by written notice if the
other Party:

(a) commits a material breach of these Master Terms which is not confined to a single
Order, or which affects multiple Orders, Statements of Work or Vendor Terms applicable
to multiple Orders, or otherwise undermines the operation or integrity of the contractual
framework as a whole, and fails to remedy such breach within ten (10) days of written
notice requiring it to do so (where capable of remedy); or

(b) suffers an Insolvency Event.

10.3 Vendor-driven termination

(a) Vendor Events. Xanadu may terminate an affected Order immediately by written
notice where a Vendor:

(i) terminates, suspends or materially restricts Xanadu’s rights to supply the relevant
Vendor Product;

(ii) ceases to supply the Vendor Product; or

(iii) requires termination to comply with applicable law or the Vendor’s mandatory
terms.

(b) Framework Impact. Where such Vendor event affects multiple Orders or Vendors
and materially impairs the ability to operate the framework, Xanadu may terminate
these Master Terms on written notice.

10.4 Effect of termination or expiry of an Order

(a) On termination or expiry of an Order:

(i) Xanadu will cease to provide the Supplies under that Order;

(ii) accrued rights or remedies of a Party are not affected;

(iii) Customer will pay to Xanadu all Fees in connection with Supplies;

(iv) Customer will pay to Xanadu all Expenses incurred in connection with that Order;

(v) except as expressly specified otherwise in these Terms or that Order, all licenses
and similar rights granted, cease to be granted immediately; and

(vi) within a reasonable period of time after termination or expiry of the Order(
not to exceed ten (10) Business Days), Customer must return to Xanadu or destroy
all Xanadu Materials and Xanadu must return to Customer or destroy all Customer 
Materials, in each case, in connection with that Order.

(b) If Xanadu ceases to be able to supply access to Vendor Products, Xanadu will
use reasonable efforts to migrate Customer to a direct relationship with the relevant
Vendor.

10.5 Effect of termination of Master Terms

Notwithstanding anything to the contrary in this Agreement, upon termination or 
expiry of these Master Terms for any reason, all Orders and Statements of Work then
in force shall automatically and simultaneously terminate with immediate effect,
unless the Parties expressly agree in writing that a specific Order shall survive.

10.6 Survival

Termination or expiry of an Order or these Master Terms shall not affect any rights
or obligations which have accrued prior to expiry or termination and shall not affect
the continued operation of the following provisions (to the extent applicable): 
Sections 5, 6, 7, 8, 9, 10.4, 11, 13, 14 and this Section 10.6, or any provision
of these Master Terms which is expressly or by implication intended to come into
force or continue on or after the termination or expiry.

10.7 Suspension

(a) Without limiting any other remedy Xanadu may have under this Agreement or at
law, Xanadu may suspend Customer’s access to the Supplies if:

(i) Customer breaches these Master Terms;

(ii) Customer breaches any Vendor Product Agreement and/or applicable Vendor Terms
incorporated into an Order) or breaches any SOW;

(iii) a Vendor terminates its Vendor Product Agreement with Customer or refuses 
to enter into a Vendor Product Agreement with Customer;

(iv) a Vendor terminates its agreement with Xanadu;

(v) Customer has not paid Xanadu the Fees and Expenses in accordance with these 
Master Terms or the relevant Order, provided that Xanadu shall first have given 
to Customer at least seven (7) days' notice that the Supplies would be suspended
if the outstanding sums are not paid in full;

(vi) Xanadu receives a notice from a third party with a legitimate interest to be
protected (including any regulatory body) requiring Xanadu to cease providing the
Supplies to Customer or remove any content Customer is making available through 
the Supplies. Subject to any contrary legal requirements, Xanadu shall provide Customer
with a copy of the notice.

(b) Xanadu will restore Customer’s access to the Supplies as soon as reasonably 
possible once the reason for the suspension has been addressed or removed.

(c) If Xanadu suspends the supply of any Supply for a period of fifteen (15) Business
Days or more, it may, by written notice to Customer, immediately terminate the Order(
in whole or in part) that relates to the suspended Supply.

11 NON-SOLICITATION

(a) During the Framework Term and for a period of twelve (12) months thereafter,
neither Party will solicit or entice any employee or contractor of the other Party,
unless it obtains the other Party’s prior written consent.

(b) The undertakings contained in Section 11(a) constitute a separate and independent
provision, severable from the other undertakings and enforceable by each Party against
the other Party (as applicable), each independently of the others. If a court of
competent jurisdiction finally decides any such undertaking to be unenforceable 
in whole or in part, the enforceability of the remainder of that undertaking or 
any other undertaking will not be affected.

(c) Each Party agrees that the undertakings contained in Section 11(a) are no more
extensive than is reasonable to protect both Parties.

12 FORCE MAJEURE

A Party will not be in breach of these Master Terms or an Order (nor will it be 
liable for any such breach) as a result of any failure or delay in the performance
of its obligations (other than a payment obligation) under these Terms or an Order
to the extent that such failure or delay is wholly or partially caused, directly
or indirectly, by a Force Majeure Event, provided that:

(a) that Party advises the other party of the details of the Force Majeure Event,
and its likely effect on the performance of its obligations under these Master Terms
or the Order; and

(b) that Party takes all steps reasonably necessary to recommence performance of
the affected obligations and minimise the delay caused by the Force Majeure Event.

13 TAXES

(a) Fees are exclusive of Taxes, unless otherwise stated in this Agreement. Each
Party is responsible for the Taxes it is legally required to pay in connection with
this Agreement.

14 GENERAL

14.1 Rights cumulative

Unless expressly stated otherwise in these Master Terms, the rights and remedies
provided under this Agreement are cumulative and not exclusive of any rights or 
remedies provided by law or any other right or remedy.

14.2 Amendments

(a) No amendment, variation or modification of these Master Terms shall be effective
unless made in writing and expressly agreed by authorised representatives of both
Parties.

(b) Any change to the scope, specifications, pricing, timelines or delivery of the
Supplies under an order or Statement of Work must be agreed through a written change
request executed by both Parties, and no such change shall take effect until the
relevant change request is agreed.

14.3 Assignment and novation

(a) Any rights or obligations of Customer arising out of or under an Order or these
Master Terms are not assignable, or capable of being novated, or otherwise dealt
with by Customer without the prior written consent of Xanadu.

14.4 Entire agreement

(a) This Agreement supersedes all previous agreements about its subject matter. 
These Terms and the relevant Orders embody the entire agreement between the Parties.

(b) To the extent permitted by law, any statement, representation or promise made
in any negotiation or discussion is withdrawn. It has no effect except to the extent
expressly set out or incorporated by reference in these Master Terms and the relevant
Order.

(c) Each Party acknowledges and agrees that it does not rely on any prior conduct
or representation by the other Party in entering into an Order and these Master 
Terms.

14.5 Further assurances

Customer must do all things necessary to give effect to an Order and these Master
Terms and the transactions contemplated by it. Without limiting the foregoing, during
the applicable Order Term, Customer will make available to Xanadu adequate information
and facilities necessary to deliver the relevant Supply.

14.6 Governing law and jurisdiction

(a) These Master Terms, each Order and each SOW shall be governed by the laws of
the Dubai International Financial Centre (DIFC), without regard to the conflict 
of laws principles.

(b) Each Party irrevocably submits to the exclusive jurisdiction of the courts of
the DIFC.

(c) Notwithstanding Section 14.6(b), where an Order so specifies, any dispute arising
out of or in connection with these Master Terms or that Order (including any question
regarding its existence, validity or termination) shall instead be referred to and
finally resolved by arbitration administered by the Dubai International Arbitration
Centre (DIAC) in accordance with the DIAC Arbitration Rules, which Rules are deemed
incorporated by reference into this Section. The seat of the arbitration shall be
the DIFC, the tribunal shall consist of one (1) arbitrator, and the language of 
the arbitration shall be English. Nothing in this Section prevents either Party 
from seeking urgent interim or injunctive relief from the courts of the DIFC.

14.7 Severability

A clause or part of a clause of an Order or a SOW or these Master Terms that is 
illegal or unenforceable may be severed from that Order, SOW or these Master Terms(
as applicable), and the remaining clauses or parts of the clause of the relevant
Order, SOW or these Master Terms continue in force.

14.8 Subcontracting

(a) Xanadu may subcontract the performance of all or any part of its obligations
under an Order or these Master Terms. Xanadu remains liable for any breach of its
obligations under these Master Terms or any Order by its subcontractors, as if they
were its own acts and omissions.

(b) For the avoidance of doubt, in relation to Vendor Products, the applicable Vendor
is not Xanadu’s subcontractor where Customer and the applicable Vendor enter into
a Vendor Product Agreement.