Loxada Terms and Conditions

Definitions and Interpretation

The definitions and rules of interpretation set out in Schedule ‎1 apply in these Conditions.

Application of Conditions
1. These Conditions apply to the Agreement to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
2. The Agreement governs all use of the Sites and the provision of Services supplied by Loxada. By accessing the Sites and using the Services, the Customer agrees to be bound by the Agreement in its entirety.
Commencement and Term
1. The Agreement shall have full force and effect from the Commencement Date.
2. The Customer shall purchase a Subscription from Loxada in order to make use of the Services. From the moment the payment of the Charges is cleared, the Subscription for the Services will commence (“Services Commencement Date”).
3. The Agreement shall, unless terminated earlier in accordance with its terms, continue for the Initial Subscription Term. Thereafter, the Subscription will be automatically renewed for successive terms on the expiry of the current applicable Billing Cycle (“Renewal Date”), unless the Customer cancels the Subscription by following the cancellation process contained within the Portal not less than 2 months prior to the forthcoming Renewal Date.
Services
1. Loxada shall supply the Services, on a paid subscription basis, to the Customer in accordance with the Specification in all material respects.
2. Loxada reserves the right to amend the Specification at any time provided that the amendment will not materially affect the nature or quality of the Services.
Subscription
1. Each Subscription will be for a minimum of 12 months and will vary in price and features chosen by the Customer via the Sites.
2. The Customer will be the primary user of the Subscription and will be required create an account with Loxada in order to access the Portal, the Sites and use the Services (“Customer Account”).
3. The Customer shall elect for Authorised Users to make use of the Services. The Customer must inform Loxada in advance of the number of Authorised User Accounts it requires for the Subscription.
4. Once the Subscription is chosen, the Customer must provide Loxada with a current and valid method of payment to complete the purchase.
5. If the Customer wishes to purchase any additional services (for example, adding new Authorised Users to the Subscription) during the term of an existing Subscription, the initial term of the Subscription shall be unaffected. The applicable additional Charges shall be pro-rated per the remaining term of the existing Subscription plan.
Devices
1. Loxada shall supply the Devices to the Customer in order for it to make use of the Services.
2. The number of Devices supplied by Loxada will reflect the number of Authorised User Accounts that the Customer requires for the Subscription.
3. Following the Services Commencement Date, Loxada will ship the Devices to the Customer’s registered office, unless the parties agree differently in writing. Risk in the Devices shall pass to the Customer upon completion of delivery to the Customer.
4. The Devices will be provided to the Customer as part of the Charges and will remain the property of Loxada at all times during the Agreement.
5. Following termination of the Agreement, the Devices will become the property of the Customer for no additional cost.
6. The Customer acknowledges and agrees:
  1. to comply with all reasonable installation instructions and advice that Loxada provides in regard to the Devices;
  2. not to misuse, damage, neglect, disassemble or tamper with the Devices;
  3. to keep the Devices under its control and to only provide Devices to the Authorised Users;
  4. to take proper care at all times to prevent loss or theft of the Devices;
  5. not to dispose of the Devices for the duration of the Agreement unless expressly authorised by Loxada to do so; and
  6. that Loxada will not be liable for any fault in the Devices which are caused by tampering or negligence or by the Customer’s failure to follow Loxada’s installation instructions.
7. Loxada will repair or replace (at its sole discretion) the Devices at no cost to the Customer in the event that the Devices become faulty unless the fault was caused by the Customer or an Authorised User. In the event of the fault being caused by the Customer or an Authorised User, Loxada may charge the Customer the full cost of a new Device (at Loxada’s current prices from time to time) to repair or replace such Device.
Customer Obligations
1. The Customer shall:
  1. provide Loxada with such information and materials as Loxada may reasonably require in order to supply the Services, and ensure that such information (including that associated with the Authorised User Accounts) is complete, current and accurate in all material respects;
  2. co-operate with Loxada in all matters relating to the Services;
  3. conduct its own networking and/or security configurations and ensure it makes all the necessary arrangements to access the Sites and use the Services;
  4. use its best endevaours to prevent any unauthorised use of the Services;
  5. accept sole responsibility, to the exclusion of Loxada, for all usage and activities that occur under the Accounts, including but not limited to all content that is introduced, sent or transmitted via the Sites, Portal or during the use of the Services (including all use of another person or company whether or not they are Authorised Users);
  6. not introduce, send or transmit any malicious software (such as viruses, worms, Trojan horses, spyware etc.) whilst using the Portal, Sites and Services;
  7. not attempt to circumvent any technological measure and/or arrangement implemented by Loxada and/or its licensors, or by the owner of the resource or the source of the material that the technological measure protects;
  8. not take any action that imposes or may impose an unreasonable or disproportionately large load on Loxada’s infrastructure;
  9. not build a product using similar ideas, features, functions, or graphics of the Services and/or Sites or copy any ideas, features, functions, or graphics of the Services and/or Sites;
  10. attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software or the Services; and
  11. not violate general ethical or moral norm, good customs and fair conduct norms.
2. In relation to the Authorised Users, the Customer shall:
  1. ensure that the Authorised Users use the Services and the Devices in accordance with the terms and conditions of the Agreement and shall be responsible for any Authorised User’s breach of this Agreement;
  2. ensure that the Authorised Users do not use the Services to conduct any illegal activity, solicit the performance of any illegal activity, or engage in any other activity which infringes upon the rights of Loxada or any third party;
  3. undertake that the maximum number of Authorised Users that it authorises to access and use the Services shall not exceed the number of Authorised User Accounts it has purchased from time to time;
  4. not allow or suffer any Authorised User Account to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services;
  5. ensure that each Authorised User shall keep a confidential and secure password for their use of the Services;
  6. notify Loxada immediately in the event it becomes aware of any unauthorised use or other security breach of the Authorised Users Account and ensure that the Authorised User immediately changes their password; and
  7. ensure that each Authorised User does not use an Authorised User Account belonging to another person or entity without the permission of the Loxada.
3. If Loxada’s performance of any of its obligations under the Agreement is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (“Customer Default”):
  1. without limiting or affecting any other right or remedy available to it, Loxada shall have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays Loxada’s performance of any of its obligations;
  2. Loxada shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from Loxada’s failure or delay to perform any of its obligations as set out in this clause ‎7.3; and
  3. the Customer shall reimburse Loxada on written demand for any costs or losses sustained or incurred by Loxada arising directly or indirectly from the Customer Default.
Warranties
1. The Customer represents and warrants that:
  1. it will only use the Services and the Devices in jurisdictions where it is legally permitted to do so, for the avoidance of doubt, it is the Customer’s own responsibility to determine the legality of its own (and the Authorised Users) use of the Services and Devices, Loxada makes no warranty or representation in this regard;
  2. it will not violate Loxada’s or any third-party’s rights, including intellectual property rights;
  3. it has full capacity to enter into and to perform the Agreement;
  4. its use (including that of the Authorised Users) of the Services and Devices shall at all times comply with the Agreement; and
  5. it shall comply with all laws and regulations affecting the Services from time to time in force.
2. Loxada warrants that the Services will be provided using reasonable care and skill.
Access

The Customer acknowledges and agrees that Loxada may, for any reason, restrict the Customer’s access to the Sites; amend, withdraw or terminate the Services; and/or suspend the Accounts at any time with or without notice.

Unlawful Activity

Loxada reserves the right to investigate any complaints or reported violations of the Agreement and to take any action it deems appropriate, including but not limited to reporting any suspected unlawful activity to the relevant officials, or other third parties and disclosing any information necessary or appropriate (including but not limited to, details associated with the Accounts such as profile information, email addresses, usage history, posted materials, IP addresses and traffic information).

Charges and Payment
1. The Charges for the Services shall be calculated on the basis of the Subscription purchased by the Customer.
2. All amounts due under the Agreement shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
3. Any payment reversal will immediately suspend the Subscription and void any credits, discounts, or commitments provided by Loxada.
4. Loxada reserves the right to increase the Charges at any time. Loxada will provide the Customer with at least 30 days written notice of prior to a price increase. Any price increase will enter into effect upon the commencement of the subsequent Billing Cycle.
5. All Charges are stated exclusive of VAT which shall be paid by the Customer at a rate and from time to time in the manner prescribed by law. The Customer is responsible for payment of all other fees and charges associated with the Subscription.
Intellectual Property Rights
1. All Intellectual Property Rights in or arising out of or in connection with the Services, the Devices, the Portal and the Sites shall be owned by Loxada and/or its licensors.
2. Except as expressly stated herein, the Agreement does not grant the Customer any Intellectual Property Rights, or any other rights or licences in respect of the Software, the Services, the Devices, the Portal and the Sites.
3. The Customer acknowledges and agrees:
  1. that Loxada and/or its Licensors owns all Intellectual Property Rights in the Software, the Services, the Portal and the Sites;
  2. not to use the Loxada Marks for any purpose whatsoever;
  3. not adopt, use or register any trade names or symbols that are identical or confusingly similar to the Loxada Marks; and
  4. that it hereby grants Loxada the right to use the Customer’s trade names, trademarks, service marks, logos, domain names, testimonials and other distinctive brand features in presentations, marketing materials, customer lists, financial reports and website listings (including links to the Customer’s website) for advertising or publicising its use of the Services.
4. Loxada grants the Customer a non-exclusive, royalty-free, revocable, non-transferable, license to (and allow its Authorised Users to): (i) access the Sites and the Portal; and (ii) use the Services as provided by Loxada for use on the Customer’s own computers and devices, solely for the Customer’s internal business operations, in the manner permitted by the Agreement.
5. The Customer and its Authorised Users shall not sub-license, assign or otherwise transfer the rights granted in clause ‎12.4.
Data Protection
1. For the purposes of this clause ‎13, the terms controller, processor, data subject, personal data, personal data breach and processing shall have the meaning given to them in the UK GDPR
2. Both parties will comply with all applicable requirements of the Applicable Data Protection Laws. This clause ‎13 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under Applicable Data Protection Laws.
3. The Customer consents to (and shall procure all required consents, from its Representatives and Authorised Users in respect of) all actions taken by Loxada in connection with the processing of the Personal Data in line with its Privacy Policy, which is available upon request.
4. Without prejudice to the generality of clause ‎13.2, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to Loxada and/or the lawful processing of the Personal Data by Loxada on behalf of the Customer for the duration and purposes of the Agreement.
5. Loxada may process aggregated, pseudo-anonymised or anonymised data to maintain and improve the Services.
Limitation of Liability
1. References to liability in this clause ‎14 include every kind of liability arising under or in connection with the Agreement including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
2. Nothing in this clause ‎14 shall limit the Customer’s payment obligations under the Agreement.
3. Nothing in the Agreement limits any liability which cannot legally be limited, including liability for:
  1. death or personal injury caused by negligence;
  2. fraud or fraudulent misrepresentation; and
  3. breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982.
4. Subject to clause ‎14.3, Loxada shall not be liable for loss or damage caused by:
  1. unauthorised access of the Accounts (either with or without the Customer’s knowledge);
  2. security breaches, of any kind, of the Accounts;
  3. any and all technical issues facing the Services rendering it unavailable, uninterrupted or error-free to Customer, at any time;
  4. viruses or other harmful malicious software; and
  5. the Customer’s failure to comply with the Agreement.
5. Subject to clause ‎14.3, Loxada’s total liability in contract, tort (including negligence or breach of statutory duty however arising), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance of the Agreement shall be limited each Contract Year to an amount equal the annual Charges paid by the Customer in respect of that Contract Year.
6. Subject to clause ‎14.3 and save as expressly provided otherwise in the Agreement, neither party shall have liability towards the other in respect of any loss of profits; loss of sales or business; loss of agreements or contracts; loss of anticipated savings; loss of use or corruption of Services, software, data or information; loss of or damage to goodwill; and/or special, indirect, consequential or pure economic loss, costs, damages or expenses.
7. To the fullest extent permitted by law, all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law, including the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982, are excluded from the Agreement.
8. This clause ‎14 shall survive termination of the Agreement.
Customer Indemnities
1. The Customer shall indemnify Loxada and its Representatives against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by Loxada or its Representatives arising out of or in connection with:
  1. the Customer’s and/or the Authorised Users’ receipt and/or use of the Services and the Devices in a jurisdiction where the Customer and/or the Authorised Users’ are not legally permitted to receive and/or use the Services and/or Devices;
  2. anything transmitted, received or uploaded by the Customer and/or the Authorised Users’ via the Services and/or Devices;
  3. any claim made against Loxada or its Representatives in respect of damage to property, death or personal injury arising out of or in connection with the Services and/or Devices;
  4. any claim made against Loxada or its Representatives for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with the Customer’s and the Authorised Users’ use of the Services and/or Devices in any manner not expressly permitted by these Conditions;
  5. any claim made against Loxada or its Representatives arising out of the Customer’s failure to comply with any statutory or HMRC requirements, including administrative requirements, concerning the payment of tax, customs or duties in respect of the Services and/or Devices; and
  6. the Customer’s failure to comply with applicable laws.
2. For the avoidance of doubt, the Customer Indemnities in this clause ‎15 apply to all actions and omissions of the Authorised Users.
Termination and Consequences of Termination
1. Without affecting any other right or remedy available to it, Loxada may terminate the Agreement and suspend the supply of Services under the Agreement, with immediate effect if:
  1. the Customer commits a material breach of any term of the Agreement and (if such a breach is remediable) fails to remedy that breach within 14 days of that being notified in writing to do so;
  2. the Customer is subject to an Insolvency Event; or
  3. the Customer fails to pay any amount due under the Agreement on the due date for payment.
2. The Customer may terminate the Agreement with immediate effect by giving written notice to Loxada if:
  1. Loxada commits a material breach of any term of the Agreement and (if such a breach is remediable) fails to remedy that breach within 14 days of being notified in writing to do so; or
  2. Loxada is subject to an Insolvency Event.
3. On termination or expiry of the Agreement:
  1. the licence in clause ‎12.4 shall immediately terminate;
  2. the Customer shall immediately pay to Loxada all of Loxada’s outstanding Charges falling due in respect of Services supplied, and where no invoice has been submitted, Loxada shall submit an invoice, which shall be payable by the Customer immediately on receipt;
  3. the Customer and its Authorised Users shall cease all access to the Sites, Portal, Accounts and Loxada Apps; and
  4. the Customer and its Authorised Users shall cease all use of the Services.
4. Termination of the Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination.
5. Any provision of the Agreement that expressly or by implication is intended to come into or continue in force on or after termination of the Agreement shall remain in full force and effect.
General
1. Export Controls
  1. The Customer must not export or re-export the Services, the Loxada Apps, Devices, the Sites, the Portal or any technical data acquired from Loxada to any jurisdiction or country to which the export or re-export is prohibited by applicable Sanctions or Export Control Laws.
  2. The Customer represents and warrants that:
    1. neither the Customer nor any of its Representatives are a Sanctioned Person; and
    2. in the event the Customer or any of its Representatives become or reasonably risks becoming a Sanctioned Person or they become directly or indirectly owned or controlled by one or more Sanctioned Persons, it will notify Loxada immediately.
  3. Loxada may terminate the Agreement with immediate effect if this clause ‎17.1 is breached.
2. Force Majeure

Neither party shall be in breach of the Agreement nor liable for delay in performing, or failure to perform, any of its obligations under the Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control.

1. Variation and Amendment

Loxada reserves the right, at any time by providing notice to the Customer, to amend the Specification and any terms of the Agreement. All changes will be effective 14 days following the date of such notice (or such later date specified in the notice) and incorporated into the Agreement by this reference. The Customer’s continued use of the Services will constitute its acceptance of all the changes.

1. Partnership

Nothing in the Agreement is intended to or shall operate to create a partnership between the parties, or to authorise either party to act as agent for the other, and neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

1. Assignment

The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Agreement without the prior written consent of Loxada.

1. Confidentiality
  1. Confidential Information means all confidential information (however recorded or preserved) disclosed by a party or its Representatives to the other party and that party’s Representatives, whether before or after the date of the Agreement, in connection with the Agreement.
  2. Each party undertakes that it shall not at any time during the Agreement, and for a period of two years after termination of the Agreement, disclose to any person any Confidential Information concerning the business, affairs, clients or suppliers of the other party, except as permitted by clause ‎17.6(c).
  3. Each party may disclose the other party’s Confidential Information:
    1. to its Representatives who need to know such information for the purposes of carrying out the party’s obligations under the Agreement. Each party shall ensure that its Representatives to whom it discloses the other party’s confidential information comply with this clause ‎17.6; and
    2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
  4. Neither party shall use the other party’s Confidential Information for any purpose other than to perform its obligations under the Agreement.
  5. All Confidential Information of Loxada shall be and remain the property of Loxada. Disclosure of Confidential Information to the Customer shall not be construed as granting any right, title, or license, whether express or implied, with respect to the Confidential Information or to its related intellectual property (including, but not limited to, improvements, modifications or derivatives related to the confidential information), other than the right to use the Confidential Information strictly in accordance with the terms of the Agreement.
  6. Except as expressly stated in the Agreement, Loxada makes no express or implied warranty or representation concerning its Confidential Information.
2. Entire Agreement
  1. The Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
  2. Each party acknowledges that in entering into the Agreement it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in the Agreement.
  3. Nothing in this clause shall limit or exclude any liability for fraud.
3. Waiver

A waiver of any right or remedy under the Agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.

1. Severance

If any provision or part-provision of the Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Agreement. If any provision or part-provision of the Agreement deleted under this clause ‎17.9 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

1. Notices
  1. Any notice or other communication to be provided to Loxada given to under or in connection with the Agreement shall be in writing and shall be:
    1. delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office; or
    2. Sent by email to the following address: hello@loxada.com.
  2. This condition does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
2. Third Party Rights

The Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 for any third party to enforce any term of the Agreement.

1. Governing Law and Jurisdiction

The Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Agreement or its subject matter or formation.

Schedule 1 – Definitions and Interpretation

Definitions
1. In this Agreement, except where a different interpretation is necessary in the context, the words and expressions set out below shall have the following meanings:
“Accounts” means the Customer Account and Authorised User Accounts.
“Agreement” means the agreement between Loxada and the Customer for the supply of Services in accordance with these Conditions and all Schedules to these Conditions.
“Applicable Data Protection Laws” means:
1. 1. To the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data; and
  2. To the extent the EU GDPR applies, the law of the law of the European Union or any member state of the European Union to which the Supplier is subject, which relates to the protection of personal data.

“Authorised Users” means those employees, agents and independent contractors of the Customer who are authorised by the Customer to use the Services, as further described in clause ‎‎5.
“Authorised User Accounts” means the number of user accounts purchased by the Customer pursuant to clause ‎5 which entitle the Authorised Users to access and use the Services in accordance with the Agreement.
“Billing Cycle” means the period from the beginning of the Subscription and the last day of the month of the Subscription.

“Charges” means the charges payable by the Customer for the supply of the Services in accordance with clause ‎11.

“Commencement Date” means the earlier of i) the date of this Agreement; or ii) the Services Commencement Date.

“Conditions” means these terms and conditions as amended from time to time in accordance with clause ‎17.3.

“Contract Year” means a 12-month period commencing on the Services Commencement Date or any anniversary of it.

“Customer Default” has the meaning set out in clause ‎7.3.
“Devices” means Loxada’s Remote Private Network (“RPN”) hardware used for the provision of the Services.
“Export Control Laws” means all export control laws and regulations of the United Nations, the United States, the European Union and/or its Member States, the United Kingdom and any other relevant jurisdiction.
“Initial Subscription Term” means the initial term of the Subscription as chosen by the Customer via the Sites.
“Insolvency Event” occurs, if:

1. 1. the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
  2. the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
  3. the other party’s financial position deteriorates to such an extent that in Loxada’s opinion the other party’s capability to adequately fulfil its obligations under the Agreement has been placed in jeopardy.

“Intellectual Property Rights” means trademarks, trade names, business names and domain names service marks, graphics, logos and other brand features, patents, rights to inventions, copyright and neighbouring and related rights, moral rights, rights in get-up and trade dress, goodwill and the right to sue for passing off, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
“Loxada” means Loxada Ltd, a private limited company registered in England and Wales with company number 14100645 and its registered office at 86-90 Paul Street, London, England, United Kingdom, EC2A 4NE.
“Loxada Apps” means Loxada’s proprietary applications used for the provision of the Services.
“Loxada Marks” means trademarks, trade names, business names and domain names service marks, graphics, logos and other brand features belonging to Loxada.
“Personal Data” has the meaning given to it in the Applicable Data Protection Laws.
“Portal” means the management portal used by Loxada to aid and support to the Customer.
“Representatives” means, in relation to a party, its employees, officers, contractors, subcontractors, representatives and advisers.
“Sanctions” means economic, trade or financial sanctions laid down, administered or enforced by the laws of the United Nations, the United States, the European Union and/or its Member States, the United Kingdom or any other relevant jurisdiction.
“Sanctioned Person(s)” means a person

1. 1. targeted by Sanctions, including, but not limited to, persons designated on the U.S. Department of the Treasury, Office of Foreign Assets Control’s List of Specially Designated Nationals and Other Blocked Persons and Consolidated Sanctions List, the U.S. State Department’s Non-proliferation Sanctions Lists, the UN Financial Sanctions Lists, the EU’s Consolidated List of Persons, Groups and Entities Subject to EU Financial Sanctions, and the UK HM Treasury Consolidated Lists of Financial Sanctions Targets or a person directly or indirectly owned or controlled by any such person; or
  2. that is resident, domiciled or located in, or incorporated or organised under the laws of, a country or territory that is subject to any Sanctions.

“Services” means the services supplied by Loxada, including the Loxada Apps, in accordance with the Specification set out in Schedule 2.
“Sites” means Loxada’s internet sites for the provision of the Services as set out in Schedule 2.
“Software” means Loxada’s proprietary and generic software used to provide the Services.
“Specification” means the specification of the Services set out in Schedule 2.
“Subscription” means the level of Services selected by the Customer pursuant to clause ‎5.

Interpretation:
1. Clause, Schedule and paragraph headings shall not affect the interpretation of this Agreement.
2. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and a reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established. A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
3. Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
4. A reference to legislation or a legislative provision is a reference to it as amended, extended or re-enacted from time to time and shall include all subordinate legislation made from time to time under that legislation or legislative provisions.
5. A reference to writing or written excludes fax but not email.
6. References to clauses and Schedules are to the clauses and Schedules of the Agreement and references to paragraphs are to paragraphs of the Schedules.
7. Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

Schedule 2 – Specification

General
1. Loxada provides Devices to the Customers which has Loxada’s proprietary firmware installed.
2. The Devices connect to the Authorised User’s existing internet connection, creating a secure, Wi-Fi network separate from their current home or public network and all other connected devices.
3. The Devices are designed to assist Customers operating in remote and hybrid working environments, use of the Devices adds security and privacy to the Customers operations.
4. The Services include access to the Sites, the Portal, Loxada Apps and the Devices.
Configuration and Integration
1. Loxada will:
  1. provide encrypted internet access and known malicious domain filtering, utilising third party connectivity providers to the Customer and the Authorised Users;
  2. provide assistance and consulting to Customers and Authorised Users when they are connecting the Services to the resources’ network gateways; however, Loxada will not be responsible for the internal network routing, firewall rules, security configurations, or any other internal configuration required to route network traffic from/to the Services; and
  3. provide regular firmware security updates provided that a Device is powered on and connected to a live internet connection.
2. Loxada may integrate into existing networks, on-premise resources, cloud resources, SaaS applications, firewalls, identity providers, other network components, authentication components, or physical or virtual servers.
Sites

https://loxada.com/ and any other website notified to the Customer by Loxada from time to time.

Additional Services

Loxada has a right to choose to offer a software and app-based RPN solution as a service add-on in the future.