Xeplans — Terms of Service

1. Who we are, and what these terms are

This website is operated by Azam Hashmi ("Xeplans", "we", "us"), an individual in Jeddah, Saudi Arabia, who uses the name "Xeplans". Xeplans is not a registered company. Postal address: Al-Safa 1, Jeddah 24381, Saudi Arabia. Google Play shows the account holder's full legal name. We do not operate a telephone line. Contact: contact@xeplans.com.

These Terms of Service ("these terms") are a binding agreement between you and Xeplans and govern your access to and use of the site. "You" means the person using the site and, where you act for an organisation, that organisation as well.

These documents form part of these terms and are incorporated by reference:

• the Privacy Policy, at xeplans.com/privacy;
• the Cookie Policy, at xeplans.com/cookies;
• the Disclaimer and Limitation of Liability, at xeplans.com/disclaimer;
• the Terms of Sale and Refund Policy, at xeplans.com/terms-of-sale, where you buy anything from us.

If these terms conflict with a signed agreement between you and us, the signed agreement prevails for the subject it covers. If these terms conflict with the Terms of Sale on a purchase, the Terms of Sale prevail for that purchase.

2. Accepting these terms, and changes to them

By accessing or using the site you accept these terms. If you do not accept them, do not use the site.

We may change these terms to reflect a change in the site, in our services or in the law. The version number and date at the top identify the current text. A change takes effect when it is published, and your continued use after that means you accept it. A change never applies retrospectively to a dispute that arose before it was published, and where a change materially reduces your rights we will say so plainly at the top of this document.

3. Who may use the site

You may use the site only if you are able to form a binding contract under the law that applies to you, and you are not barred from doing so under any applicable law, including sanctions and export control law. If you accept these terms for an organisation, you confirm you are authorised to bind it.

The site is a business website and is not directed to children. If you are below the age of majority where you live, use the site only with the involvement of a parent or guardian.

4. What the site is, and what it is not

The site describes who we are and what we do. Everything on it is provided for general information only.

• Nothing on the site is an offer capable of acceptance, a quotation, a commitment to supply, or a promise of any result. A binding engagement arises only from a written agreement signed by both parties, or from an order accepted under the Terms of Sale.
• Nothing on the site is professional advice — engineering, technical, legal, financial, regulatory, medical or otherwise — and nothing on it creates a professional, advisory or fiduciary relationship between us. See the Disclaimer at xeplans.com/disclaimer.
• Descriptions of capabilities, work and products state what exists at the date of publication. Availability, features and specifications may change without notice, and a capability described here is not a guarantee that it is available to you, in your territory, or on any timescale.

5. Your licence to use the site, and what you must not do

We grant you a limited, personal, non-exclusive, non-transferable, revocable licence to access the site and to view, download and print its pages for your own internal information, and, in the case of material we mark as available for sharing, to share it unchanged with attribution. No other right is granted.

You must not, and must not permit anyone else to:

• copy, reproduce, republish, frame, mirror, sell, licence, rent, distribute or make available any part of the site, other than as section 5 expressly allows;
• use the site, its text, its design or its data to build, train, evaluate or fine-tune any machine-learning or artificial-intelligence model, or to create a derivative dataset, without our prior written consent;
• use any automated means — robot, spider, scraper, crawler, harvester or equivalent — to access, monitor or copy the site or its data, except a search-engine crawler obeying our robots file;
• attempt to gain unauthorised access to the site, its servers, its accounts or any connected system; probe, scan or test its vulnerability; or breach or circumvent any security, authentication or rate-limiting measure;
• interfere with the site's operation, including by overloading it, flooding it, or launching any denial-of-service attack;
• introduce any virus, worm, logic bomb, or other material that is malicious or technologically harmful;
• reverse engineer, decompile or disassemble any part of the site, except to the extent that restriction is prohibited by law;
• remove, obscure or alter any proprietary notice, mark or attribution;
• use the site to send unsolicited commercial messages, to impersonate any person, or to misrepresent your affiliation with any person;
• use the site for any unlawful purpose, or in any way that breaches the law of your country, the law of the Kingdom of Saudi Arabia, or United States law, including sanctions and export control law;
• collect or extract personal data from the site, including any email address published on it, for marketing, resale or aggregation.

We may investigate and take any step the law allows against a breach of this section, including blocking access, preserving evidence, and reporting the matter to the competent authorities.

6. Our intellectual property

The site and everything in it — the text, the copy, the code, the source and object forms, the layout, the structure, the navigation, the page architecture, the design system, the visual design, the typography, the colour system, the illustrations, the diagrams, the photographs, the video, the audio, the icons, the logotypes, the three-dimensional assets, the animations, the data, the compilations of data, the documentation and the "look and feel" — are owned by Xeplans or licensed to us, and are protected by copyright, database rights, design rights, trade mark law, unfair competition law and the applicable international treaties, including the Berne Convention and the WIPO treaties.

Xeplans, the Xeplans logotype, and the product names and marks shown on the site are our trade marks, whether registered or not. Nothing on the site grants any right to use them. You must not use them, or any mark confusingly similar to them, in any way — including as a business name, a domain name, a social media handle, an application name, a keyword, metadata, or anywhere it may suggest sponsorship, affiliation or endorsement — without our prior written consent.

Any third-party mark shown on the site belongs to its owner and appears for identification only.

Our rights are reserved worldwide. Nothing on the site or in these terms is a waiver, an exhaustion or an implied licence of any right, and our failure to act on an infringement is not consent to it. Where an unauthorised use occurs, we may seek injunctive relief as well as damages, and you agree that damages alone would not be an adequate remedy for a breach of this section or of section 5.

7. Anything you send us

You may send us a project brief, an email, a document, feedback or another submission ("your content").

• You keep ownership of your content. We claim no ownership in it.
• You grant us a worldwide, non-exclusive, royalty-free licence to receive, store, copy and use your content only to read it, reply to you, assess and discuss the project it describes, keep records, and meet a legal duty. The licence lasts as long as we keep your content under the Privacy Policy, and no longer.
• You confirm you have the right to send us your content, that it is accurate so far as you know, that it does not infringe anyone's rights, and that it contains no malicious code.
• Do not send us confidential information before a confidentiality agreement is in place. The brief form is not a secure or confidential channel. We treat a brief with reasonable care and do not publish it, but until a confidentiality agreement is signed we accept no obligation of confidence.
• Feedback and ideas. If you send us a suggestion, idea, improvement or feature request without our asking for it, we may use it freely, for any purpose, without restriction, attribution or payment. We are not obliged to keep it confidential. Nothing in this paragraph transfers a patent, a copyright or a trade secret you own.
• We may remove or refuse any submission for any lawful reason.

8. If you believe something on the site infringes your rights

Write to contact@xeplans.com with the subject INFRINGEMENT and tell us: what you own; where the material is on the site, precisely enough for us to find it; why you believe it infringes; your contact details; a statement that you believe in good faith the use is not authorised; a statement that the information is accurate and that you are the rights holder or authorised to act for them; and your signature, electronic or physical.

We review every complete notice, and where the complaint appears well founded we remove or disable the material promptly, tell the person who supplied it where we can, and state the reason. This procedure is intended to satisfy the notice requirements of the United States Digital Millennium Copyright Act and the notice and action requirements of the EU Digital Services Act; where either applies, you keep every right and remedy that law gives you, including any right to submit a counter-notice or to seek redress. A notice sent in bad faith may make you liable for costs and damages under the applicable law.

9. Third-party sites, services and content

The site may link to, embed or rely on material and services operated by others. We do not control them, we do not endorse them by linking to them, and we are not responsible for their content, their availability, their accuracy, their security or their privacy practices. Your use of a third-party site or service is governed by that party's own terms and privacy policy, and you deal with them at your own risk.

10. Artificial intelligence and generated output

Where the site or a service provides output produced or assisted by an artificial intelligence system:

• the output is informational and probabilistic, may be incomplete, out of date or wrong, and may appear confident while being incorrect;
• it is not advice of any kind, and it is not a substitute for a qualified professional's judgement;
• you must verify it independently before you act on it, and you remain responsible for every decision you take;
• we make no warranty about its accuracy, fitness, originality or non-infringement, and to the fullest extent permitted by law we exclude liability for any reliance on it.

Where a law requires us to disclose that you are interacting with an artificial intelligence system, or to mark generated content, we make that disclosure.

11. Availability, changes and interruption

We aim to keep the site available, but the site is provided without any service level, uptime commitment or support commitment. We may change, suspend, restrict or withdraw the site or any part of it, at any time, without notice and without liability. We may also restrict access to a territory where the law, a sanction, or a regulatory requirement makes it necessary.

The site is not intended for, and must not be used in, any application where failure, delay or an error could lead to death, personal injury, or severe physical, environmental or financial damage, including the operation of medical devices, aircraft, vehicles, weapons systems, critical infrastructure, or life-support systems.

12. Disclaimer of warranties

To the fullest extent permitted by applicable law, the site and everything on it is provided "as is" and "as available", with no warranty of any kind, express, implied or statutory. We specifically disclaim the implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, title, accuracy, quiet enjoyment and non-infringement, and any warranty arising from a course of dealing or a usage of trade.

We do not warrant that the site will be uninterrupted, timely, secure or error-free; that a defect will be corrected; that the site or its servers are free of harmful components; or that any content is accurate, complete, current or reliable. No advice or information, oral or written, obtained from us or through the site creates any warranty not expressly stated here.

The full disclaimer is at xeplans.com/disclaimer and forms part of these terms.

13. Limitation of liability

Read this section carefully. It limits what we owe you.

Nothing in these terms excludes or limits our liability for death or personal injury caused by our negligence, for fraud or fraudulent misrepresentation, for gross negligence or wilful misconduct, or for any other liability that the law does not permit to be excluded or limited. Where a law gives you a right that cannot be excluded, that right stands and this section applies only to the extent the law allows.

Subject to that paragraph, and to the fullest extent permitted by applicable law:

• we exclude all liability for indirect, incidental, special, consequential, exemplary or punitive loss, and for loss of profit, revenue, business, contracts, anticipated savings, goodwill, reputation, opportunity, data or data use — whether or not foreseeable, and whether the claim is in contract, tort including negligence, breach of statutory duty, restitution or otherwise;
• our total aggregate liability arising out of or in connection with the site and these terms, for all claims taken together, is limited to the greater of the total amount you paid us for the site in the 12 months before the event giving rise to the claim, and one hundred United States dollars (USD 100);
• we are not liable for any loss caused by your failure to verify information before acting on it, by your breach of these terms, by your equipment or connection, by a third-party service, or by an event in section 15.

These limits apply even if a remedy fails of its essential purpose, and they survive the end of these terms. You accept that they are a reasonable allocation of risk, that they are reflected in the fact that the site is provided free of charge, and that without them we would not provide the site.

Time limit. A claim must be brought within the period the applicable law sets. Under Saudi law, the parties cannot shorten or lengthen that period by agreement.

14. Indemnity

To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless Xeplans, its officers, directors, employees, contractors and agents against any claim, demand, proceeding, loss, liability, damage, cost and expense (including reasonable legal fees) arising out of or connected with your breach of these terms, your misuse of the site, your content, your infringement of any right of a third party, or your breach of any law. We will notify you of a claim we seek to be indemnified for, allow you to control the defence with counsel we reasonably approve, and cooperate at your expense. You may not settle a claim in a way that imposes any obligation or admission on us without our written consent. This section does not apply to a consumer where the applicable consumer law forbids it.

15. Force majeure

We are not liable for any failure or delay caused by an event beyond our reasonable control, including an act of God, natural disaster, epidemic, pandemic, war, terrorism, civil unrest, government act, embargo, sanction, change of law, strike, failure of a utility, telecommunications or internet service, cyber attack, or the failure of a provider we depend on.

16. Export control, sanctions and lawful conduct

You confirm that you are not located in, ordinarily resident in, or organised under the laws of a country or territory subject to comprehensive sanctions, and that you are not named on, or owned or controlled by a person named on, any applicable restricted-party list, including those maintained by the United States Office of Foreign Assets Control, the United Nations, the European Union or the United Kingdom. You must not access or use the site in breach of any export control, sanctions, anti-money-laundering, anti-bribery or anti-corruption law, including the United States Foreign Corrupt Practices Act and the United Kingdom Bribery Act. We may refuse or withdraw access where compliance requires it.

17. Suspension and termination

We may suspend or end your access to the site at any time, without notice, where we reasonably believe you have breached these terms or the law, or where it is necessary to protect the site, other users or us. You may stop using the site at any time. Sections 6, 7, 12, 13, 14, 16, 18, 19, 20 and 22, and any other section that by its nature should survive, survive the end of these terms.

18. Governing law

These terms, their subject matter and their formation, and any non-contractual obligation arising out of or in connection with them, are governed by the laws of the Kingdom of Saudi Arabia, without regard to any conflict-of-laws rule that would apply another law.

This choice does not deprive you of the protection of any mandatory provision of the law of the country where you habitually reside. If you are a consumer, the mandatory consumer protection rules of your own country continue to apply to you in full, and where they conflict with this section they prevail.

19. Disputes

Talk to us first. Before starting any formal proceeding, send a written description of the dispute and the outcome you want to contact@xeplans.com with the subject DISPUTE. We will try in good faith to resolve it within 30 days. Most matters end here.

Arbitration. This paragraph applies only where you and we have signed a proposal, statement of work, order form or other agreement that refers to these terms or to the Terms of Sale. In that case, if the dispute is not resolved within 30 days, it is finally settled by arbitration administered by the Saudi Center for Commercial Arbitration under its rules in force at the time, before one arbitrator, seated in Riyadh, Kingdom of Saudi Arabia, conducted in English, with the award final, binding and enforceable in any court of competent jurisdiction under the New York Convention. Each party bears its own costs unless the arbitrator decides otherwise. The arbitration is confidential.

What arbitration does not cover. Either party may, without waiving arbitration, apply to any court of competent jurisdiction for urgent interim or injunctive relief, and in particular to protect intellectual property or confidential information. Either party may also bring an individual claim in a small-claims court where the claim qualifies.

Consumers. If you are a consumer, nothing above requires you to arbitrate, to travel, or to give up a right your own law gives you. You may bring proceedings in the courts of the country where you habitually reside, and we will bring any proceeding against you only in those courts. If you are in the Kingdom of Saudi Arabia you may use the Ministry of Commerce consumer channels.

Individual claims only. To the fullest extent permitted by applicable law, each party may bring a claim only in its individual capacity, and not as a claimant or class member in any purported class, collective, consolidated or representative proceeding, and the arbitrator may not consolidate claims or preside over a representative proceeding. Where this paragraph is unenforceable under the law that applies to you, it does not apply to you, and the dispute falls to the courts named below instead.

Courts. Where arbitration does not apply, is unenforceable, or is set aside, the competent courts of the Kingdom of Saudi Arabia have exclusive jurisdiction, subject always to the rights of consumers stated above.

20. Notices and electronic communications

We give notice by publishing it on the site or by emailing the address you gave us; notice is effective when published or sent. You give notice to contact@xeplans.com. You agree to receive communications from us electronically, and you accept that an electronic record satisfies any legal requirement that a communication be in writing, under the Saudi Electronic Transactions Law, the United States E-SIGN Act, the EU eIDAS Regulation and equivalent laws.

21. General

• Assignment. You may not assign or transfer these terms without our written consent. We may assign them to an affiliate or to a successor in a merger, acquisition or sale of assets, without reducing your rights.
• Severability. If any provision is held invalid or unenforceable, it is modified to the minimum extent needed to make it enforceable, or severed if it cannot be; the rest remains in full force.
• No waiver. Our failure or delay in enforcing a provision is not a waiver of it, and a single or partial exercise of a right does not prevent a further exercise.
• No agency. Nothing in these terms creates a partnership, joint venture, agency or employment relationship between us.
• Third parties. No one other than you and us has any right to enforce these terms, except that our officers, directors, employees and contractors may enforce sections 13 and 14.
• Entire agreement. These terms, with the documents named in section 1, are the entire agreement between you and us about the site, and replace every earlier understanding about it. Nothing in this paragraph limits liability for fraud or fraudulent misrepresentation.
• Headings. Headings are for convenience and do not affect interpretation.

22. Language

These terms are published in English and in Arabic. For users in the Kingdom of Saudi Arabia, and wherever Saudi law or a competent Saudi authority requires an Arabic text, the Arabic version governs and prevails. For all other users the English version governs and prevails.

23. How to contact us