Terms & Conditions

1. Definitions

For the purposes of these Terms:

"Platform" means the proprietary marketing automation software, APIs, dashboards, and associated services provided by Axilrate.

"Customer" means any individual or legal entity that accesses or uses the Platform.

"End User" means any individual to whom communications are sent using the Platform.

"Customer Content" means all data, message content, creatives, contact lists, templates, links, and other material that the Customer uploads, inputs, or transmits, or causes to be transmitted, through the Platform.

"AI Functionality" means any artificial intelligence, generative AI, machine learning, or other automated system incorporated into or used to provide the Platform, as further described in Section 12.

"AI Output" means any content, suggestion, response, prediction, or other output generated wholly or partly through AI Functionality.

"Minor" means any individual below the age of legal majority, or below the minimum age at which that individual may lawfully consent to receive marketing or commercial communications and/or have their personal data processed for such purposes, in each case as determined under the law applicable to that individual (which age may vary by jurisdiction and, in the context of data processing consent, may be lower or higher than the general age of majority).

"Subscription Fee" means the amount payable by the Customer for the Platform for a given billing period under the Customer's selected plan.

"Restricted Business" means any industry, business model, or activity identified as restricted or prohibited under Section 6.2.

"Restricted Territory" means any country, region, or territory identified as restricted under Section 6.3.

"Third-Party Platform" means any external platform or infrastructure integrated with or relied upon by the Platform, including WhatsApp Business Platform, email service providers, SMS gateways, payment processors, third-party AI model providers, and cloud hosting providers.

2. Acceptance of Terms

By accessing, registering for, or using the Platform in any manner, the Customer agrees to be bound by these Terms. If the Customer is entering into this Agreement on behalf of an organization, the Customer represents that it has the authority to bind such organization. Where the Customer or its representative does not have such authority, that individual shall be personally liable for obligations arising under these Terms.

3. Nature of Services

3.1 Axilrate provides a technology platform that enables Customers to create, manage, automate, and deliver communications through third-party messaging and communication channels, including but not limited to WhatsApp, SMS, and email.

3.2 The Customer acknowledges that Axilrate acts solely as an intermediary technology provider and does not initiate, control, author, verify, or determine the content, recipients, or timing of communications sent by the Customer. The delivery, prioritization, filtering, or blocking of messages is controlled by Third-Party Platforms and telecom providers, and Axilrate shall not be responsible for the same.

3.3 Axilrate is not, and shall not be construed to be, a party to any dispute, claim, complaint, regulatory proceeding, or third-party demand arising between the Customer and any End User, regulator, Third-Party Platform, or other third party in connection with Customer Content or the Customer's use of the Platform. The Customer shall not name, join, or implead Axilrate in any such matter arising from Customer Content, and shall be solely responsible for defending and resolving the same at its own cost, subject to Section 15 (Indemnification).

4. Account Registration and Security

4.1 The Customer shall be responsible for maintaining the confidentiality of all login credentials and for all activities carried out under its account. The Customer agrees to implement reasonable security practices, including the use of strong passwords and multi-factor authentication where available.

4.2 Axilrate shall not be liable for any unauthorized access to the Customer's account arising from compromised credentials, negligence, or failure to follow security best practices.

5. Customer Representations and Obligations

The Customer represents, warrants, and undertakes that:

5.1 It has obtained and maintains valid, informed, and verifiable consent from all End Users prior to initiating communications;

5.2 All communications comply with applicable laws, including the Digital Personal Data Protection Act, 2023, telecom regulations (including TRAI and Distributed Ledger Technology / DLT consent and registration requirements, where applicable), and anti-spam laws;

5.3 It will comply with all applicable Third-Party Platform policies, including but not limited to WhatsApp Business Policy and Meta Commerce Policy;

5.4 It has all necessary rights, licenses, and permissions to use and process any data uploaded to the Platform;

5.5 It is not, and does not operate, a Restricted Business under Section 6.2, does not target or operate from a Restricted Territory under Section 6.3, and its Customer Content does not fall within any prohibited category under Section 6.4;

5.6 It does not knowingly target, market to, or collect or process the personal data of any Minor through the Platform, except as expressly permitted under Section 6.5.3 (communicating only with a parent or legal guardian of record);

5.7 It will notify Axilrate promptly if any of the foregoing representations ceases to be true at any point during the term of this Agreement.

The Customer shall be solely responsible for all communications transmitted through the Platform, including their content, legality, frequency, targeting, and consequences.

6. Acceptable Use Policy

This Section 6 constitutes Axilrate's Acceptable Use Policy and is a material term of these Terms. Axilrate reserves the sole and absolute discretion to determine whether a use, business, or item of content falls within a restricted or prohibited category below, and to update or expand this Section from time to time by posting a revised version on the Platform, effective as set out in Section 19.

6.1 Security and Platform Integrity

The Customer shall not, directly or indirectly:

Transmit or introduce any viruses, malware, trojans, worms, or other harmful or malicious code into the Platform;

Attempt to gain unauthorized access to the Platform, its infrastructure, or any related systems or networks;

Engage in vulnerability scanning, penetration testing, or any activity intended to disrupt, damage, or degrade the Platform;

Use the Platform in a manner that overloads, interferes with, or compromises system integrity or performance;

Use scraped, purchased, or otherwise unlawfully obtained data.

6.2 Restricted and Prohibited Industries / Business Types

The Customer shall not use the Platform in connection with, or on behalf of, any business engaged in (this list is illustrative and non-exhaustive, and may be updated by Axilrate at its discretion):

Adult content, pornography, escort services, or sexually oriented products or services;

Gambling, betting, lottery, or games of chance, unless separately and expressly authorized in writing by Axilrate and permitted under applicable law;

Unlicensed or unregistered financial services, lending, cryptocurrency exchange or trading, or forex trading schemes;

• Multi-level marketing, pyramid schemes, or chain referral schemes;
• Sale of weapons, ammunition, explosives, or hazardous materials;

Sale of narcotics, controlled substances, or unregulated/unlicensed pharmaceuticals;

• Counterfeit, pirated, or intellectual-property-infringing goods;

Any business that Axilrate determines, in its sole discretion, poses undue reputational, regulatory, or Third-Party Platform compliance risk (including risk to Axilrate's standing as a WhatsApp Business Solution / Tech Provider).

6.3 Restricted Territories

6.3.1 The Customer shall not use the Platform to target, transmit communications to, or conduct business involving any country, region, or territory that is subject to comprehensive sanctions, embargoes, or trade restrictions under applicable Indian law, United Nations Security Council measures, or the sanctions regimes of the United States (OFAC), European Union, or United Kingdom, as updated from time to time.

6.3.2 The Customer represents that neither it, its beneficial owners, nor any End User it targets through the Platform, is a person or entity designated on any applicable sanctions or denied-party list.

6.4 Prohibited Content and Business Practices

The Customer shall not use the Platform to create, upload, transmit, or facilitate the transmission of Customer Content that:

Is unfair, deceitful, fraudulent, or misleading, including false claims, deceptive pricing, or impersonation of another person or entity;

Is unethical or immoral in nature, including content designed to exploit, manipulate, or harm vulnerable individuals;

Constitutes political campaigning, lobbying, or election-related messaging, unless separately and expressly authorized in writing by Axilrate and compliant with applicable election and political communication laws;

• Promotes, incites, or depicts violence, self-harm, or extremist ideology;
• Is sexual, sexually suggestive, or exploitative in nature;

Is inflammatory, defamatory, discriminatory, or intended to harass, threaten, or incite hatred against any individual or group;

Infringes the intellectual property, privacy, or other rights of any third party;

Violates the messaging, commerce, or content policies of any Third-Party Platform used to deliver the communication.

6.5 Age Restrictions and Protection of Minors

6.5.1 The Customer shall not use the Platform to knowingly target, market to, solicit, or send commercial or promotional communications to any Minor.

6.5.2 The Customer shall not knowingly upload, import, or otherwise cause the Platform to process the contact details or other personal data of any Minor for any purpose.

6.5.3 If a Customer's business, by its nature, sells products or services primarily to Minors (for example, children's products, ed-tech, or toys and apparel for minors), the Customer may only use the Platform to communicate with the parent or legal guardian of record, and must not use the Platform to directly target, message, or collect data from the Minor themselves.

6.5.4 Axilrate does not independently verify the age of any End User and disclaims all responsibility for age verification, which remains the Customer's sole obligation.

6.5.5 Where the law of a Restricted Territory or any other jurisdiction in which the Customer's End Users are located sets the age of legal majority above 18 years, the Customer shall apply that higher age as the applicable threshold for "Minor" under this Section 6.5 in respect of End Users in that jurisdiction, in place of 18.

6.6 No Unlawful Activity

The Customer shall not use the Platform for any activity that violates applicable law in any jurisdiction relevant to the Customer's business or its End Users.

6.7 Consequences of Violation

Any violation of this Section 6 constitutes a material breach of these Terms and entitles Axilrate to immediately restrict, suspend, or terminate access to the Platform, block campaigns, or remove Customer Content, without notice, in addition to any other rights and remedies available under Sections 15, 16, and 19.

7. Monitoring and Enforcement

Axilrate reserves the right to monitor usage of the Platform through automated and manual mechanisms for the purposes of ensuring compliance, detecting abuse, and maintaining system integrity.

Axilrate may, at its sole discretion and without prior notice, restrict, suspend, or terminate access to the Platform, block campaigns, or remove content where it reasonably believes that the Customer has violated these Terms or applicable laws.

8. Intellectual Property Rights

All rights, title, and interest in and to the Platform, including all software, algorithms, interfaces, and documentation, shall remain the exclusive property of Axilrate.

The Customer is granted a limited, revocable, non-exclusive, non-transferable license to access and use the Platform solely for its internal business purposes during the subscription term. The Customer shall not copy, modify, reverse engineer, decompile, or create derivative works of the Platform.

If the Customer provides any suggestions, feedback, ideas, or recommendations regarding the Platform ("Feedback"), the Customer grants Axilrate a perpetual, irrevocable, royalty-free, worldwide license to use, incorporate, and exploit such Feedback for any purpose, without any obligation, attribution, or compensation to the Customer.

9. Confidentiality

Each party agrees to maintain the confidentiality of all non-public, proprietary, or confidential information disclosed by the other party and to use such information solely for the purposes of this Agreement.

This obligation shall survive termination of the Agreement.

10. Data Protection and Processing

10.1 For the purposes of applicable data protection laws, the Customer shall act as the Data Controller (or Data Fiduciary, as applicable under Indian law) and Axilrate shall act as the Data Processor (or equivalent role under other applicable frameworks).

10.2 Axilrate shall process personal data solely on documented instructions from the Customer and in accordance with its Privacy Policy.

10.3 Depending on the jurisdiction of the Customer and its End Users, processing of personal data through the Platform may also be subject to the General Data Protection Regulation (GDPR), the California Consumer Privacy Act (CCPA) and California Privacy Rights Act (CPRA), and other applicable state, national, or regional data protection or privacy laws. Axilrate shall implement reasonable technical and organizational measures designed to support compliance with such frameworks to the extent they apply to the Services it provides. The Customer remains solely responsible for determining which data protection regimes apply to its own collection and processing activities and for independently complying with the same, including any notice, consent, or data subject rights obligations owed directly by the Customer to its End Users.

10.4 The Customer represents that it has a lawful basis for collecting and processing all personal data shared with Axilrate, including valid consent from End Users where required. Where any such data relates to a Minor, the Customer's obligations under Section 6.5 apply in addition to this Section 10.

10.5 Where the Customer is subject to GDPR or another framework imposing equivalent processor-oversight obligations, Axilrate shall provide reasonable advance notice before adding or replacing a subprocessor materially involved in processing the Customer's personal data, and the Customer may raise concerns on reasonable data-protection grounds, in accordance with Section 23 (Data Processing Terms).

10.6 The specific terms governing Axilrate's processing of personal data on the Customer's behalf — including processing instructions, subprocessor arrangements, breach notification, and return or deletion of data on termination — are set out in Section 23 (Data Processing Terms) below, which forms part of this Agreement.

11. Third-Party Services

The Platform integrates with Third-Party Platforms, including messaging platforms and infrastructure providers. Axilrate does not control and shall not be responsible for the availability, performance, or actions of such Third-Party Platforms, including any suspension, restriction, or termination imposed by them on the Customer's account, number, or template — including where such action results from the Customer's own Customer Content or conduct.

Where the Platform is used to send communications via WhatsApp, Customer Content and related data are additionally processed subject to Meta's Business Data Processing Terms and WhatsApp Business Policy, as updated by Meta from time to time. The Customer's use of WhatsApp functionality through the Platform constitutes acceptance of those terms, independent of and in addition to this Agreement.

12. Use of Artificial Intelligence and Automated Systems

12.1 The Customer acknowledges and agrees that the Platform incorporates AI Functionality — including generative AI and other machine-learning-based systems — to support various features, including but not limited to message drafting and content suggestions, personalization, audience segmentation, campaign and send-time optimization, conversational/chatbot responses, and customer support automation.

12.2 By using the Platform, the Customer expressly acknowledges and consents to the use of AI Functionality as part of the Services, and confirms it has no objection to Customer Content or End User interactions being processed through such systems for the purposes described in Section 12.1.

12.3 Any AI Output is provided on an "as is" basis and may be inaccurate, incomplete, out of date, or unsuitable for the Customer's specific purpose. The Customer is solely responsible for reviewing, verifying, and approving any AI Output before it is used, published, or transmitted to any End User, and for ensuring such use complies with Section 5, Section 6, and applicable law.

12.4 AI Output shall be treated as Customer Content for all purposes under these Terms once the Customer uses, approves, or transmits it, including for purposes of Sections 6, 14, 15, and 16.

12.5 AI Functionality may be provided using Axilrate's proprietary models and/or models and infrastructure operated by third-party AI providers. Where third-party AI providers are used, Section 11 (Third-Party Services) applies equally to such providers, and Axilrate shall not be responsible for the availability, performance, or output of any third-party AI model.

12.6 Where Customer Content or personal data is processed through AI Functionality, such processing is governed by Section 10 (Data Protection and Processing) and Axilrate's Privacy Policy. Axilrate shall not use Customer Content to train models made available to other customers without the Customer's separate written consent.

12.7 Axilrate disclaims all warranties regarding the accuracy, reliability, completeness, legality, or fitness for purpose of any AI Output, subject to Section 13 (Disclaimer of Warranties) and Section 15 (Limitation of Liability).

13. Disclaimer of Warranties

The Platform is provided on an "as is" and "as available" basis. To the maximum extent permitted by law, Axilrate disclaims all warranties, whether express, implied, or statutory, including warranties of merchantability, fitness for a particular purpose, non-infringement, and uninterrupted or error-free operation. Axilrate does not warrant or guarantee any specific business outcome, deliverability rate, or engagement metric resulting from use of the Platform, including outcomes arising from AI Functionality.

14. Fees and Payment

14.1 All fees payable under this Agreement shall be non-refundable except as expressly agreed. Failure to make timely payment may result in suspension or termination of access to the Platform.

14.2 Subscriptions renew automatically for successive billing periods of the same duration as the Customer's then-current plan, at the then-current Subscription Fee, unless cancelled by the Customer at least seven (7) days before the renewal date through the Platform's account settings or by written notice to Axilrate.

14.3 Cancellation takes effect at the end of the then-current billing period. The Customer remains liable for the Subscription Fee for any period during which the Platform remained accessible prior to cancellation taking effect, and no partial-period refund is provided.

15. Limitation of Liability

15.1 Aggregate Cap. To the maximum extent permitted under applicable law, Axilrate's total, cumulative liability arising out of or in connection with this Agreement, whether in contract, tort (including negligence), statute, or otherwise, shall not exceed the lower of:

(a) an amount equal to the Subscription Fee actually paid by the Customer for the billing period immediately preceding the event giving rise to the claim, less any third-party costs, payment gateway or transaction charges, statutory taxes and levies, and other operational expenses and incidentals incurred by Axilrate in providing the Platform to the Customer during that period; or

(b) the maximum amount of liability that may be lawfully limited or excluded by contract under applicable law,

(the "Liability Cap"). Where applicable law mandates a liability floor that cannot be limited below a certain amount, that statutory floor shall prevail over (a) and (b) to the extent of the conflict.

15.2 Exclusion of Indirect Damages. In no event shall Axilrate be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, revenue, data, or business opportunities, even where advised of the possibility of such damages and even if the Liability Cap fails of its essential purpose.

15.3 Exclusions Specific to Customer Content and AI Output. Axilrate shall have no liability for any loss, claim, damage, penalty, or regulatory action arising from or relating to: (a) the content, accuracy, or legality of Customer Content or AI Output used or approved by the Customer; (b) the Customer's failure to obtain End User consent or honor opt-outs; (c) action taken by a Third-Party Platform against the Customer's account, number, or template; or (d) any dispute between the Customer and an End User or other third party.

15.4 Basis of the Bargain. The Customer acknowledges that the Subscription Fee reflects the allocation of risk in this Section 15, and that Axilrate would not provide the Platform on any other basis.

15.5 Nothing in this Section 15 limits or excludes liability that cannot lawfully be limited or excluded under applicable law, including liability for fraud or willful misconduct by Axilrate, and nothing in this clause shall restrict rights available to consumers under applicable law.

16. Indemnification

The Customer agrees to defend, indemnify, and hold harmless Axilrate and its partners, officers, employees, and agents from and against any and all claims, damages, losses, liabilities, and expenses (including reasonable legal fees) arising out of or relating to:

(a) Customer Content or AI Output, including its legality, accuracy, or the manner of its transmission;

(b) the Customer's use of the Platform or violation of these Terms, including the Acceptable Use Policy in Section 6;

(c) the Customer's breach of applicable laws or infringement of third-party rights; or

(d) any claim brought by an End User, regulator, or Third-Party Platform arising from the Customer's use of the Platform.

Axilrate shall promptly notify the Customer of any such claim. The Customer shall control the defense and settlement of the claim, provided that Axilrate may participate at its own expense, and no settlement imposing liability or obligation on Axilrate may be made without its prior written consent.

17. Force Majeure

Axilrate shall not be liable for any delay or failure to perform its obligations due to events beyond its reasonable control, including but not limited to acts of God, natural disasters, government actions, network failures, cyberattacks, or failures of Third-Party Platforms.

18. Grievance Redressal

Any grievances may be addressed to the designated Grievance Officer at [[email protected]], and shall be resolved within a reasonable timeframe in accordance with applicable law.

19. Termination

19.1 Axilrate may suspend or terminate access to the Platform immediately, without notice, in the event of breach of Section 6 (Acceptable Use Policy), suspected misuse, or legal or regulatory risk.

19.2 Axilrate may otherwise suspend or terminate for any other material breach not cured within fifteen (15) days of written notice, or for convenience with thirty (30) days' prior written notice.

19.3 Upon termination, the Customer's right to access the Platform ceases immediately. The handling, retention, and deletion of the Customer's data following termination is governed by Axilrate's Data Deletion Instructions & User Data Handling Policy and Section 23.11 of these Terms. Sections 3.3, 8, 9, 10, 12.6, 13, 15, 16, 21, 22, and 23 shall survive termination. Termination does not relieve the Customer of payment obligations accrued prior to the effective date of termination.

20. Modifications

Axilrate reserves the right to modify these Terms at any time. Continued use of the Platform after the effective date of a revised version shall constitute acceptance of such modifications. Material changes will be notified to the Customer through the Platform or by email where reasonably practicable.

21. Dispute Resolution and Jurisdiction

Disputes shall first be attempted to be resolved amicably. Failing such resolution, disputes shall be referred to arbitration under the Arbitration and Conciliation Act, 1996, with the seat and venue in Chennai.

Courts in Chennai shall have exclusive jurisdiction for interim relief and enforcement.

Nothing in this clause shall restrict rights available to consumers under applicable law.

22. Miscellaneous

22.1 Severability. If any provision of this Agreement is held invalid, illegal, or unenforceable by a court or arbitral tribunal of competent jurisdiction, the remaining provisions shall continue in full force and effect, and the invalid provision shall be deemed modified to the minimum extent necessary to make it valid and enforceable while preserving its original intent.

22.2 Assignment. The Customer may not assign, transfer, or delegate any of its rights or obligations under this Agreement, whether by operation of law or otherwise, without Axilrate's prior written consent. Axilrate may assign this Agreement, in whole or in part, without the Customer's consent, in connection with a merger, acquisition, corporate reorganization, or sale of substantially all of its relevant assets.

22.3 Entire Agreement. This Agreement, including Section 23 (Data Processing Terms), together with the Acceptable Use Policy, Privacy Policy, Cookie Policy, Data Deletion Instructions & User Data Handling Policy, and any separately executed order form or (once offered as a standalone document per Section 23.1) Data Processing Agreement, constitutes the entire agreement between the Customer and Axilrate regarding its subject matter, and supersedes all prior or contemporaneous agreements, representations, and understandings, whether written or oral.

22.4 No Waiver. No failure or delay by Axilrate in exercising any right under this Agreement shall operate as a waiver of that right, nor shall any single or partial exercise of a right preclude any other or further exercise of that or any other right.

22.5 Relationship of Parties. Nothing in this Agreement creates, or shall be construed to create, a partnership, joint venture, agency, franchise, fiduciary, or employment relationship between the Customer and Axilrate. Neither party has the authority to bind the other or to incur any obligation on the other's behalf. This clause reinforces, and does not limit, Section 3.3.

22.6 Notices. Notices to Axilrate under this Agreement shall be sent to [[email protected]]. Notices to the Customer shall be sent to the email address associated with the Customer's account. Notices are deemed received on the next business day after being sent by email.

23. Data Processing Terms

23.1 Status of this Section. This Section 23 sets out the terms governing Axilrate's processing of personal data on the Customer's behalf, and forms part of this Agreement. It is currently embedded here, rather than existing as a separately executed Data Processing Agreement, and applies automatically to the Customer upon acceptance of these Terms — no separate signature is required at this time. Axilrate may, as its compliance program matures, offer this Section 23 as a standalone, separately executable Data Processing Agreement; where it does so for a given Customer, that executed document shall prevail over this Section 23 for that Customer.

23.2 Roles. As between the parties, the Customer is the Controller (Data Fiduciary under DPDP) and Axilrate is the Processor (Data Processor under DPDP) with respect to personal data processed in connection with the Platform.

23.3 Processing on Instructions. Axilrate shall process personal data only on the Customer's documented instructions, including as set out in this Agreement and the Customer's configuration and use of the Platform, unless required to do otherwise by applicable data protection law — in which case Axilrate shall, to the extent legally permitted, inform the Customer of that legal requirement before processing.

23.4 Details of Processing. The subject matter, duration, nature and purpose of processing, categories of data subjects, and categories of personal data processed under this Agreement are as described in Sections 1, 3, and 4 of these Terms and in Axilrate's Privacy Policy.

23.5 Confidentiality. Axilrate shall ensure that personnel authorized to process personal data are subject to a binding duty of confidentiality, and process personal data only to the extent necessary for their role in providing the Platform.

23.6 Subprocessors. The Customer provides general authorization for Axilrate to engage subprocessors to process personal data in connection with the Platform, as listed in Axilrate's Privacy Policy. Axilrate shall maintain a current subprocessor list and make it available to the Customer on request, and will use reasonable efforts to notify the Customer in advance of adding or replacing a subprocessor materially involved in processing the Customer's personal data; the Customer may raise concerns about a proposed change, which Axilrate will consider in good faith. Axilrate shall impose data protection obligations on each subprocessor substantially equivalent to this Section 23, and remains liable to the Customer for a subprocessor's acts and omissions to the same extent as if performing the subprocessor's services itself.

23.7 International Transfers. Where personal data is transferred outside the country in which the Customer or its End Users are located, Axilrate will implement an appropriate safeguard recognized under applicable data protection law, taking into account the actual locations of its subprocessors and the requirements of the Customer's jurisdiction — including, for transfers subject to GDPR or UK GDPR, the European Commission's Standard Contractual Clauses (or the equivalent UK mechanism), to be put in place with the relevant subprocessor(s) as such transfers are established.

23.8 Security Measures. Axilrate shall implement technical and organizational measures appropriate to the risk, as described in Section 10 of these Terms and in its Privacy Policy.

23.9 Personal Data Breach Notification. Axilrate shall notify the Customer without undue delay after becoming aware of a personal data breach affecting the Customer's personal data, and in any event within a commercially reasonable timeframe appropriate to the nature and severity of the breach, including (to the extent then known) the nature of the breach, the categories and approximate number of data subjects and records affected, likely consequences, and remedial measures taken or proposed. Axilrate shall provide reasonable cooperation to help the Customer meet its own breach notification obligations.

23.10 Assistance with Data Subject Rights. Axilrate shall provide reasonable assistance to enable the Customer to respond to data subject requests (access, correction, deletion, restriction, portability, and objection), as further described in Axilrate's Data Deletion Instructions & User Data Handling Policy.

23.11 Deletion or Return of Data. Upon termination or expiry of this Agreement, Axilrate shall delete or return personal data processed on the Customer's behalf in accordance with the timeframes set out in Axilrate's Data Deletion Instructions & User Data Handling Policy, subject to Section 23.12.

23.12 Legal Retention. Axilrate may retain personal data to the extent, and for so long as, required by applicable law, or as necessary for the establishment, exercise, or defense of legal claims, subject to the limitations in Axilrate's Data Deletion Instructions & User Data Handling Policy.

23.13 Compliance Information. On the Customer's reasonable written request, Axilrate shall provide information reasonably necessary to demonstrate compliance with this Section 23, such as a summary of its security practices or responses to a reasonable data-protection questionnaire. As Axilrate's compliance program matures, formal audit or inspection rights may be made available to Customers with appropriate contractual safeguards; until then, this Section 23.13 is Axilrate's audit-related commitment under this Agreement.

23.14 AI Processing. Where personal data is processed through Axilrate's AI Functionality (Section 12), such processing is subject to this Section 23 in the same manner as any other processing, and Axilrate does not use Customer personal data to train AI models made available to other customers, absent the Customer's separate written consent.

23.15 Liability. Liability arising under or in connection with this Section 23 is subject to the limitations of liability set out in Section 15, which apply as though set out in full in this Section 23.