---
title: "Terms and Conditions - Axipro"
canonical: "https://axipro.co/terms-of-service/"
language: "en-US"
modified: "2026-09-04T08:24:56+00:00"
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---

# Service Terms and Conditions

Axipro Technology Ltd. United Kingdom, Axipro LLC United States and Axipro Technology W.L.L Kingdom of Bahrain (collectively as ”Axipro”) will provide professional services (the “Services”) to you (“Client” and collectively, the “Parties”), as further described in the Engagement Proposal (“EP”), which together with these General Terms and Conditions (“Terms”), form the Agreement.

### A. Statement of Work:

All engagements will be separately identified using an EP and will be subject to these Terms. Each EP will set forth details relative to the engagement(s). More than one EP for Client may be in effect at any time. Additional EPs shall be accepted only if signed by the Parties. An EP may contain additional terms that will supersede any conflicting provision in these Terms. Each EP incorporates by reference these Terms and is deemed to be part of the Agreement. Any change to the Agreement shall be agreed to by the Parties in writing, except that Axipro may modify these Terms from time to time by providing written notice to Client.

### B. Fees and Costs:

Client will pay Axipro professional fees in the amount and timing detailed in each EP. All activities will be conducted remotely; however, should travel become necessary and pre-approved, the client will reimburse reasonable travel and related expenses. Unless otherwise specified in an EP, payment for Services is due when invoices are received. Client authorizes recurring billings to its chosen card or checking account. Should payment not be made within 30 days (unless otherwise stated in the EP) of the invoice, we reserve the right to: (1) immediately suspend our performance of Services under any EP until your account is brought current; and/or (2) withdraw from the engagement

### C. Client Responsibilities:

To facilitate our delivery of the Services, the Client (i) is responsible for the accuracy and completeness of the financial records, information, and representations provided to us and for maintaining such records; (ii) will provide Axipro, on a timely basis, such financial and other records that we may request; (iii) agrees that all material information will be disclosed to us, and that we will have the full cooperation of, and unrestricted access to, your personnel during the course of any engagement; (iv) will prepare schedules and analyses as requested for use by Axipro, on a timely basis to facilitate the progress of work; (v) will not rely on advice given orally and will only rely on advice in writing; (vi) will (when necessary) furnish Axipro personnel with a suitable office environment and adequate IT resources, as needed; and (vii) will fulfill all responsibilities prescribed in the Agreement.

### D. Confidentiality:

With respect to information supplied in connection with the Agreement, the Parties agree to regard all information as confidential and to:

(i) protect the confidential information in a reasonable and appropriate manner in accordance with applicable professional standards; and

(ii) use or reproduce confidential information only as required to perform its obligations under the Agreement. This section shall not apply to information which is publicly known other than by unauthorized disclosure, disclosed to a third party without restriction, is independently developed without use of the confidential information, or disclosed pursuant to legal process, professional standards, or court order, provided that the Parties shall, unless legally prohibited, provide the other Party with reasonable, prior notice to the disclosure. Axipro may disclose Client’s confidential information to “Third Party Service Providers” subject to Section H. The Parties shall notify the other Party of any unauthorized disclosure of confidential information.

(iii) The confidentiality obligations under this Section shall survive the termination or expiration of this Agreement for a period of three (3) years. Upon termination of this Agreement or upon written request of the disclosing party, the receiving party shall promptly return or securely destroy all tangible and electronic copies of the disclosing party’s Confidential Information

### E. Deliverables:

Deliverables are the items of work set forth on each EP. Where Deliverables include financial statements, such financial statements and our report should not be provided or made available in connection with the offering or sale of securities without first obtaining our approval, which may be granted or withheld at our sole discretion. Axipro retains all intellectual property rights in the Deliverables, except the information in them. Client reserves and owns all right, title and interest (including intellectual property rights) to all information and documents provided to Axipro. No rights are granted to Axipro hereunder other than as expressly set forth in these Terms.

For penetration testing engagements, all testing methodologies, tools, scripts, scanning techniques, and proprietary processes used by Axipro or its Third Party Service Providers (including Cyberfortify) remain the exclusive intellectual property of Axipro and/or Cyberfortify, and no license to them is granted to Client. The penetration test report and its findings are a Deliverable prepared solely for Client’s internal use and, where applicable, for submission to Client’s auditors, regulators, or certification bodies. The report may not be published, distributed to third parties, or referenced in marketing materials without Axipro’s prior written consent, except as required by law or a compliance framework.

### F. Record Retention:

We retain records (original records, copies, or those created by us during the engagement) for seven (7) years from the date of completion of the Services rendered with regard to a Deliverable, as is required by law and professional standards. It is our policy to not retain original client records. We will return those to you at the completion of the Services rendered. When records are returned to you, it is your responsibility to retain and protect those records for possible future use, including potential examination by any government or regulatory agency. All records not returned to you will be destroyed after the end of the 7-year period. In case GRC or productivity platform used for the engagement, the responsibility for data availability, server uptime, and infrastructure security rests entirely with the third-party platform provider (the “Sub-processor”) and the ownership of the data, subject to the terms and conditions of the specific third-party tool utilized shall be with you or Axipro.

### G. Staff:

During the performance of the Services and for a period of twelve (12) months following the completion of the Deliverables, neither Party will solicit the employment of the staff of the other Party involved with providing the Deliverables. Neither Party is restricted from hiring individuals who respond to publicly available employment postings.

### H. Third Party Service Providers:

We may engage agents, affiliates, or subcontractors (“Third Party Service Providers” or “TPSPs”) to perform the Services. You agree that we may subcontract TPSPs for any of the Services, provided that we shall be responsible for the fulfillment of our obligations under the Agreement. We remain responsible for the work provided by any TPSPs under this Agreement. You consent to Axipro sharing your confidential information with TPSPs to facilitate performance of the Services. We have obtained confidentiality agreements with our TPSPs to maintain the confidentiality of your information and we will take reasonable precautions to determine that they have appropriate procedures in place to prevent the unauthorized release of confidential information to others.

### I. Term and Termination:

Either party may terminate or suspend this Agreement immediately upon written notice if the other party materially breaches any provision of this Agreement and fails to cure such breach within ten (10) days of receiving written notice specifying the breach. In the event of termination by the Client for cause, or by Axipro without cause, Axipro shall promptly issue a pro-rata refund of any prepaid, unearned fees covering the remainder of the billing cycle post-termination. The use of any third-party platform is subject to the provider’s standard terms. Axipro shall use commercially reasonable efforts to notify the Client in advance of any material updates to such third-party terms. Any update that materially diminishes the Client’s substantive rights or increases its obligations shall not apply unless expressly agreed to in writing by the Client.

### J. Penetration Testing Services:

Where an EP includes penetration testing, the following additional terms apply.

(i) Delivery partner. Penetration testing Services are delivered by Cyberfortify, a CREST Accreditation Pathway+ registered team and a signatory to the CREST AI Charter, acting as a Third Party Service Provider of Axipro under Section H. Axipro remains responsible for the delivery of the Services under the Agreement, and Client’s contractual relationship remains solely with Axipro.

(ii) Authorization. By signing an EP that includes penetration testing, Client represents and warrants that it owns or controls the systems, applications, networks, and IP addresses identified in the EP or agreed scope document, and Client authorizes Cyberfortify and the Axipro team to perform security testing against them during the testing window agreed at the engagement kickoff. Where any in-scope system is hosted, operated, or managed by a third party (including cloud or hosting providers), Client is responsible for obtaining any consents or notifications required by that third party before testing begins.

(iii) Scope and testing window. Testing is strictly limited to the assets, environments, and testing window defined in the EP or kickoff documentation. Any change to scope or timing must be agreed by the Parties in writing. Axipro and Cyberfortify will not knowingly test assets outside the agreed scope.

(iv) Nature of testing. Penetration testing involves simulated attack techniques and may, despite reasonable precautions, cause service degradation, system instability, or data alteration. Client is responsible for maintaining current backups of in-scope systems prior to the testing window. Axipro and Cyberfortify will exercise reasonable care to minimize disruption and will follow agreed rules of engagement.

(v) No guarantee. Penetration testing reflects the security posture of the in-scope systems at the time of testing only. Axipro does not warrant that testing will identify all vulnerabilities, weaknesses, or security risks, and a report indicating no critical findings does not constitute a guarantee that systems are free from vulnerabilities or immune to compromise.

(vi) Findings and remediation. Vulnerabilities identified during testing will be reported to Client as set out in the EP. Remediation of identified issues is Client’s responsibility unless remediation support is expressly included in the EP.

(vii) Confidentiality of findings. Test findings, exploited vulnerabilities, and any Client data accessed during testing are treated as Client confidential information under Section D. Any credentials or access provided for testing will be used solely for the engagement and disposed of at its conclusion.

### K. Dispute Resolution:

All custom deliverables created specifically for the Client under this engagement—including tailored policies, procedures, forms, and internal checklists—shall become the exclusive property of the Client upon receipt of full and final payment. Notwithstanding the foregoing, Axipro shall retain all right, title, and interest in and to its pre-existing templates, proprietary tools, methodologies, and general know-how used to develop the deliverables

This Agreement shall be governed by, and construed in accordance with, the laws of the Customer’s principal place of business. Any dispute arising out of or in connection with this Agreement shall be referred to and finally resolved by arbitration in the Customer’s local jurisdiction under standard commercial arbitration rules

### L. General:

(i) Neither Party shall use the other Party’s name, trademarks, service marks, logos, trade names, and/or branding without such Party’s prior written consent. However, with Client’s prior written consent, Axipro may reference or list Client’s name and/or a general description of the Services rendered by Axipro to Client in connection with marketing.

(ii) Neither Party shall be liable to the other Party for any failure or delay in fulfilling or performing any term of the Agreement when and to the extent such failure or delay in performance of the Services is caused by or results from acts or circumstances beyond the reasonable control of the Party.

(iii) Any notices given pursuant to the Agreement shall be in writing, delivered to the address on record, and shall be considered given when received by the Party to which the notice was addressed. Unless otherwise agreed herein, all notices must be delivered by personal delivery, nationally recognized overnight courier, or certified or registered mail (in each case, return receipt requested, postage prepaid). A courtesy copy of any notice shall also be emailed to [info@axipro.co](mailto:info@axipro.co)

(iv) No terms in the Agreement shall be deemed waived, and no breach of the terms is excused, unless the waiver or consent is in writing signed by the Party granting such waiver or consent.

(v) If any term of the Agreement is determined to be illegal or unenforceable, such term shall be deemed stricken, and all other terms shall remain in full force and effect.

(vi) Client acknowledges that:

(a) the Parties may correspond or convey documentation via internet sources unless Client expressly requests otherwise. Axipro may utilize the transmission and sharing of information via email, and the internet using other methods (such as portals) and may store electronic data via software applications hosted remotely on the internet, or allow access to data through TPSPs’ secured portals or clouds and

(b) neither Party has control over the performance, reliability, availability, or security of the internet. Professional standards prohibit us from being the sole host and/or the sole storage for your financial and non-financial data. It is your responsibility to maintain your original data and records and we cannot be responsible to maintain such original information.

(vii) Client consents to allow Axipro employees and/or TPSPs (for the purpose of performing the Services noted in the EP) to access Client information from locations outside the United States, United Kingdom and Kingdom of Bahrain as necessary.

(viii) Client is responsible for ensuring that it is authorized, as may be required by applicable data protection laws, to disclose the personal identifiable information that it provides to Axipro in connection with the performance of the Services.

(ix) The Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. A signed copy of the Agreement delivered by email, or other means of electronic transmission is deemed to have the same legal effect as delivery of an original signed copy of the Agreement.

(x) This Agreement contains the entire agreement between the Parties and supersedes all oral understandings, representations, prior discussions and preliminary arrangements.

(xi) To ensure that the implementation of the Assignment is timely and focused on the outcomes of the plan, the spirit of the relationship between parties is built on mutual respect.

Axipro GENERAL TERMS AND CONDITIONS FOR PROFESSIONAL SERVICES (LAST UPDATED: Sept 4, 2026)