Last updated: 14 October 2026
1.1 Who we are. The Automation Engine is a trading name of Xeio Ltd, a private limited company registered in England and Wales under company number 08134729, with its registered office at c/o Maslins Limited, The Old Bakery, 90 Camden Road, Tunbridge Wells, England, TN1 2QP. Our VAT number is GB162371717. In these Terms, “we”, “us” and “our” mean Xeio Ltd.
1.2 Who these Terms apply to. These Terms form a contract between us and the business that registers for, subscribes to or uses the Service (“you”). Clause 3 also applies to anyone who visits our website.
1.3 Acceptance. You accept these Terms when you first do any of the following: tick the acceptance box when registering, accept an Order Form that refers to these Terms, or use the Service. If you accept on behalf of a company or other organisation, you confirm that you are authorised to bind it, and “you” means that organisation.
1.4 Business use only. We supply the Service only to businesses, for purposes relating to their trade, business, craft or profession. You confirm that you are not entering into these Terms as a consumer. Laws that protect only consumers therefore do not apply to the Contract, including the Consumer Rights Act 2015 and the rules on consumer subscription contracts. If we reasonably believe that an account is held by a consumer, we may close it, and we will refund any Fees paid for any period after closure.
1.5 Order Forms and order of precedence. Where we agree specific commercial terms with you in an Order Form, that Order Form forms part of the Contract. If there is a conflict, the following order applies:
1.6 Your own terms do not apply. Terms in your purchase orders, supplier portals, vendor onboarding documents or similar paperwork are excluded and do not form part of the Contract. This is so even if we accept a purchase order, register on a portal or sign such a document. Purchase order numbers are for your reference only.
1.7 Existing customers. If you had an account with us before the date shown at the top of these Terms, these Terms take effect for you 30 days after we notify you of them, unless we agree otherwise in writing. From that date they replace our previous Terms of Service and End User Licence Agreement, and any pricing in earlier quotes, proposals or order forms. Until then, your previous terms and pricing continue to apply.
2.1 Definitions. In these Terms:
2.2 Interpretation. Headings do not affect interpretation. Words following “including”, “for example” or similar expressions are illustrations and do not limit the preceding words. “Writing” includes email. A reference to legislation includes that legislation as amended or replaced from time to time.
3.1 Scope. This clause applies to your use of theautomationengine.com and the free tools on it, such as our ad specification reference, ad error decoders and sales daypart analyser, whether or not you have an account.
3.2 Information only. Our website content and free tools are provided free of charge, for general information only. Ad Networks change their specifications, error codes and policies often, so this content may be incomplete, out of date or wrong. Check it against the relevant Ad Network’s own documentation before relying on it.
3.3 Use of the website. You may use our website for lawful purposes and link to its pages. You must not scrape or systematically copy it, frame it, attack it, introduce malicious code to it, or interfere with its operation.
3.4 Third-party links. Our website may link to third-party websites. We do not control them and are not responsible for their content or practices.
3.5 Liability. To the extent permitted by law, we are not liable for any loss arising from your use of, or reliance on, our website or free tools. Nothing in this clause limits any liability that cannot be limited by law.
4.1 Accurate information. You must give us accurate and complete information when you register, and keep it up to date, including your billing and contact details.
4.2 Authorised Users. Each Authorised User must be at least 18 years old, must use the Service only on your behalf, and must have their own login. Logins must not be shared.
4.3 Responsibility for users. You are responsible for the acts and omissions of your Authorised Users and your AI Agents as if they were your own. You are also responsible for the roles and permissions you give them, and for removing access promptly when someone should no longer have it.
4.4 Security of credentials. You must keep passwords and Access Tokens secure and confidential. If you suspect unauthorised access to your Team, tell us immediately at [email protected]. You are responsible for all activity under your Team, your logins and your Access Tokens, until we have had a reasonable opportunity to block access after you notify us.
4.5 Plan limits. Your plan or Order Form may limit the number of Authorised Users, Teams, Automations or other usage. You must stay within those limits.
4.6 Instructions we may rely on. We may act on instructions given through the Service, or in writing, by the Account Owner or by any Authorised User with administrative rights. This includes instructions to connect or disconnect accounts, switch Automations on or off, or cancel the Subscription.
5.1 What the Service does. The Service lets you create Automations. An Automation evaluates Cues and, according to the Combinations you configure, changes the delivery status of ads in your Ad Accounts. For example, it may pause one ad and activate another, or run your Fallback Ads when no Combination is met. Unless the Documentation says otherwise, the Service does not create or edit ads, and does not change budgets, bids, targeting or creative.
5.2 Timing of evaluations. We aim to evaluate Live Automations approximately every ten minutes. This is a target, not a commitment. A change in a Cue, or in your configuration, takes effect at the next evaluation. After that, the timing depends on the Ad Network processing the change. Ad Networks may delay, review, reject, partly apply or reverse changes, and activating an ad may trigger an Ad Network review. There will therefore always be a delay between a real-world event and the resulting change to your ads. That delay may be longer when a Third-Party Service is slow or unavailable.
5.3 Automations override manual changes. At each evaluation, a Live Automation sets the status of the ads it controls according to its rules. This may reverse changes made directly in the Ad Network by you, your clients or anyone else. If you want a manual change to stick, switch the Automation off or to Dry Run first.
5.4 When Automations stop. The Service stops changing your ads when an Automation is switched off, set to Dry Run or deleted, when the Service is suspended, or when the Contract ends. Your ads then stay in whatever status they were in at the last evaluation, which may mean they remain active and spending. You are responsible for checking and setting the status of your ads in the Ad Network at that point.
5.5 Dry Run. In Dry Run, an Automation evaluates its rules and records what it would have done, without changing any ads. We recommend testing each Automation in Dry Run before switching it to Live. Dry Run results are indicative only. Live results may differ, for example because of how an Ad Network processes changes.
5.6 History and notifications. The Service keeps a history of changes to, and actions taken by, each Automation, and can send notifications by email and Slack. Notifications may be delayed or may not arrive, so they must not be your only way of monitoring your ads. The history kept by the Service is evidence of the actions taken through it, unless shown to be wrong.
5.7 Your rules, your decisions. You decide which ads, Cues, thresholds, Combinations, Fallback Ads and modes to use. The Service applies the configuration you choose. It does not make marketing decisions for you, and it does not check that your configuration will achieve your objectives. Templates, examples, tours, suggestions and AI-generated recommendations are for your consideration only.
6.1 Authorisation. You connect each Ad Account through the Ad Network’s own sign-in and permission process. By doing so, you authorise us to access and store data from that Ad Account, such as its campaign structure, ad names, delivery status, spend and currency. You also authorise us to send instructions to the Ad Network on your behalf, changing the status of ads in accordance with your Automations.
6.2 Your authority. You warrant that you own each Ad Account you connect, or that you have its owner’s authority to connect it and use the Service with it, including Live Automations. You also warrant that the Ad Network permits you to do so.
6.3 Network Terms. You must comply with all Network Terms. You alone are responsible for your relationship with each Ad Network, including your ad content and targeting, paying for your media, and the standing of your Ad Accounts. We may restrict, change or withdraw any part of the Service where needed to comply with Network Terms or an Ad Network’s requirements, or where an Ad Network changes or withdraws its API.
6.4 Independence. The Ad Networks are not parties to the Contract and do not endorse the Service. Meta, Facebook, Instagram, TikTok, Amazon and Amazon Ads are trade marks of their respective owners. We use them only to describe what the Service is compatible with.
6.5 Connections can stop working. An Ad Account connection can expire or be revoked, for example by you, by the Ad Network, or because of a password or permissions change. While a connection is not working, the Service cannot control the ads in that Ad Account. You must keep your connections current and reconnect promptly when the Service asks you to. We are not responsible for failures caused by expired or revoked connections, or by Ad Network rate limits, outages, API changes, reporting delays or reporting errors.
6.6 Media spend and budgets. You pay each Ad Network directly for all media. We never buy media on your behalf. Set budgets and spending limits in each Ad Network that you are comfortable with, on the assumption that an Automation may leave ads running, or paused, for longer than you intended.
7.1 Third-Party Data. Many Cues rely on Third-Party Data, such as weather forecasts and observations, sports fixtures, results and odds, motorsport results, flight information, product prices and availability, and public holidays. We choose the providers of Third-Party Data, and may change them at any time.
7.2 No guarantee of accuracy. Third-Party Data comes from other organisations. It may be inaccurate, estimated, incomplete, late, revised after the event or unavailable, and forecasts are uncertain by nature. We do not warrant the accuracy, completeness or availability of Third-Party Data, and a Cue may therefore evaluate differently from how it would with complete and accurate data. If data is unavailable, a Cue may be unable to evaluate, or may keep its last known value.
7.3 Changes to Cue types. We may add, change, replace or withdraw Cue types and Third-Party Data sources. If we withdraw a Cue type that one of your Live Automations uses, we will try to give you reasonable notice where practicable.
7.4 Connected Data Sources. When you connect a Connected Data Source, you authorise us to access and use its data to evaluate your Cues. You warrant that you have the authority to connect it. The provider’s own terms govern your use of that service.
7.5 Use of Third-Party Data. You may use Third-Party Data only as it is presented within the Service, to operate your Automations. You must not extract, store, resell or redistribute it.
8.1 AI Features. AI Features use models provided by AI Providers. When you use an AI Feature, the inputs you provide are sent to an AI Provider to generate an output, together with relevant Customer Data such as your brand, products and ad names. Where those inputs include personal data, the AI Provider acts as our sub-processor under Schedule 2.
8.2 AI outputs. Outputs from AI Features may be inaccurate, incomplete or unsuitable for your business, and other customers may receive similar outputs. They are not professional advice. You must review every output before relying on it, and in particular before switching an Automation that an AI Feature suggested to Live.
8.3 MCP Server. The MCP Server is available only where we have enabled it for your Team. We may enable it on request, at our discretion and subject to any conditions or fees we tell you about. Access is through Access Tokens linked to your Team.
8.4 Actions taken by AI Agents. Any action taken through the MCP Server or with an Access Token is treated as taken by you, with your authority. Examples include creating or changing Cues and Combinations, choosing ads, and switching Automations on or off or between Live and Dry Run. This applies even if your AI Agent misunderstood you, went beyond your instructions, or was influenced by content it read, such as instructions hidden in a web page or document. You are responsible for:
8.5 AI Agents are third-party products. Data that the Service returns to an AI Agent leaves our systems. Your agreement with the AI Agent’s provider governs how that data is processed, retained and used, including for training. We have no control over, and no responsibility for, that data once it has left our systems.
8.6 Access Tokens. You must keep Access Tokens confidential and revoke any that you think may be compromised. We may apply rate limits, and we may limit, rotate or revoke Access Tokens, or suspend access to the MCP Server, if we see unusual activity, a security risk or a breach of the Contract.
9.1 You are solely responsible for:
9.2 You must give us the information and cooperation we reasonably need to provide the Service, and you must comply with our reasonable instructions on its use.
10.1 Authority. If you use the Service to manage Ad Accounts or Connected Data Sources owned by your clients (as an “Agency”), you must obtain, and keep in force, written authority from each client to do so. You must provide evidence of that authority on request.
10.2 Your responsibilities. As an Agency, you are responsible for:
10.3 No contract with your clients. Your clients are not parties to the Contract and have no rights against us under it. Clause 25 applies to any claim your clients make against us.
10.4 End of authority. If a client or Ad Account owner tells us that your authority has ended, we may disconnect, or restrict access to, the relevant accounts, without liability. Where practicable, we will tell you first.
11.1 Free trials. We may offer a free trial, of the length and on the conditions shown when you sign up or agreed with you in writing. Trials are at our discretion. We may end a trial early if we reasonably suspect abuse, and we may change or withdraw our trial offer for new customers at any time.
11.2 End of the trial. No Fees are payable for the trial period. Unless you cancel before the trial ends, your Subscription starts automatically when the trial ends, and that day is your Paid Start Date. If there is no trial, your Paid Start Date is the earlier of the date you subscribe and the date you first switch an Automation to Live. You may cancel at any time during a trial by notice to us, effective when the trial ends; the 30-day notice period in clause 14.3 does not apply. We may ask you for your billing details before or at the end of a trial.
11.3 One trial per customer. Free trials are limited to one per customer and group of companies. Creating extra accounts, Teams or identities to obtain further free access is a breach of these Terms.
11.4 Beta features. Features labelled “beta”, “preview”, “early access”, “experimental” or similar, or provided free of charge for evaluation, are provided “as is”. They may contain errors, and we may change or withdraw them at any time without notice. They are not covered by the warranties in clause 23.1 or by any service level, and you use them at your own risk.
12.1 Fees. You must pay the Fees set out in Schedule 1, or in your Order Form where it sets different Fees. Fees for the Service consist of a monthly Platform Fee and a Usage Fee based on your Controlled Spend.
12.2 Additional Services. Fees for Additional Services are as set out in the relevant Order Form. You must also reimburse reasonable expenses, such as travel, where you have approved them in advance.
12.3 Calculation. We calculate Controlled Spend and Fees as described in Schedule 1. Our calculation is final unless there is a manifest error. On request, we will provide a breakdown of the Controlled Spend for each Controlled Unit.
12.4 Price changes. We may change the Fees or the Pricing Schedule by giving you at least 30 days’ notice. A change takes effect from the first Billing Month that starts after the notice period ends. If you do not accept the change, you may end your Subscription by notice given before the change takes effect, with effect from the day before it takes effect; the 30-day notice period in clause 14.3 does not apply. Changes in your Fees that result from your Controlled Spend moving between bands, and the end of a time-limited discount on its agreed date, are not price changes.
12.5 Discounts and credits. Promotional discounts and credits apply only as stated when they are offered. They have no cash value, cannot be transferred, and lapse when the Contract ends. We may withdraw any discount or credit obtained by fraud, abuse or breach of these Terms.
13.1 Invoicing. We invoice monthly in arrears. Each invoice covers the Fees for the previous Billing Month and is normally issued in the first ten Business Days of the following month. Some Ad Networks report spend late, so we may wait for spend data before invoicing. We may include in a later invoice any Controlled Spend that was reported late, and any Fees omitted from an earlier invoice by mistake, going back up to 12 months.
13.2 Additional Services. We invoice Additional Services as set out in the Order Form, or otherwise monthly in arrears.
13.3 Payment. Fees are invoiced and payable in US dollars, unless an Order Form says otherwise. You must pay each invoice by bank transfer to the account shown on the invoice, in cleared funds, within 14 days of the invoice date. You are responsible for your bank’s charges and any currency conversion costs, so that we receive the full amount invoiced.
13.4 Taxes. Fees do not include VAT or other taxes. If you are in the UK, we will add VAT at the applicable rate, and our invoices will also show the VAT amount in pounds sterling as UK law requires. If you are outside the UK, our supplies to you will generally be outside the scope of UK VAT, and you are responsible for accounting for any VAT or similar tax in your country, whether under the reverse-charge mechanism or otherwise. You must give us your VAT or business registration number on request. If you are required by law to deduct or withhold any tax from a payment to us, you must increase the payment so that we receive the full amount invoiced.
13.5 Late payment. If you do not pay an amount when due, we may:
13.6 Invoice disputes. If you dispute an invoice in good faith, you must tell us in writing within 30 days of the invoice date, giving your reasons and supporting information. You must pay any undisputed part of the invoice when due. We will work with you in good faith to resolve the dispute, and if it is justified we will issue a credit note. An invoice that is not disputed within this period is treated as accepted, unless there is a manifest error.
13.7 No set-off. You must pay all Fees in full, without any set-off, deduction or counterclaim.
13.8 No refunds. Fees are not refundable, except where these Terms expressly say otherwise or the law requires.
14.1 Start and duration. The Contract starts when you accept these Terms and continues until it ends under these Terms.
14.2 Rolling Subscription. Your Subscription runs on a rolling monthly basis from the Paid Start Date and renews automatically each Billing Month, unless an Order Form sets a minimum term.
14.3 Cancellation by notice. Either of us may end your Subscription by giving at least 30 days’ notice in writing. The Subscription then ends at the end of the Billing Month in which the notice period expires. For example, notice given on 14 October ends the Subscription on 30 November. You may give notice through the Service, where that option is available, or by emailing [email protected] from the Account Owner’s email address. Fees continue to accrue during the notice period, including Usage Fees on Controlled Spend while Automations remain Live.
14.4 Minimum terms. If an Order Form sets a minimum term, you may not end the Subscription for convenience before the minimum term expires. After it expires, the Subscription continues on a rolling monthly basis unless the Order Form says otherwise. If we end the Contract during a minimum term because of your breach, the Platform Fee and any other minimum Fees for the rest of the minimum term become payable immediately.
14.5 Deleting your Team. Deleting your Team or your user accounts does not cancel your Subscription by itself. It also does not release you from Fees that have accrued, or that are payable for the notice period.
15.1 When we may suspend. We may suspend all or part of the Service, including Live Automations, the MCP Server and Access Tokens, immediately or with whatever notice is practicable, if:
15.2 Effect of suspension. While the Service is suspended, your ads stay in the status they were in at the last evaluation (see clause 5.4). We will tell you the reason for the suspension, and we will restore the Service once the reason has been resolved. The Platform Fee continues to accrue during a suspension, unless the suspension was caused by our breach of the Contract.
15.3 No liability. We are not liable for any loss caused by a suspension made in accordance with this clause.
16.1 Termination by either party. Either of us may end the Contract immediately by written notice to the other if the other:
16.2 Termination by us. We may also end the Contract immediately by written notice if:
16.3 What happens on termination. When the Contract ends:
16.4 Customer Data. Clause 19.5 applies to your Customer Data after termination.
16.5 Survival. Clauses that by their nature are intended to continue after the Contract ends will do so. These include clauses 13, 16, 18, 19.5, 21, 24, 25, 29 and 30, and Schedule 2 for as long as we hold Customer Personal Data.
17.1 You must not, and you must make sure that your Authorised Users and AI Agents do not:
17.2 Sanctions. You confirm that neither you nor any of your Authorised Users is the target of sanctions imposed by the UK, the United Nations, the European Union or the United States, or is located in a country or territory subject to comprehensive sanctions.
18.1 Our rights. We and our licensors own all intellectual property rights in the Service, the Documentation, our website, our software, Cue types, templates and prompts, Aggregated Data, and our name and logo. You receive no rights in them other than those expressly granted in the Contract.
18.2 Your licence. During your Subscription and any free trial, we grant you a non-exclusive, non-transferable licence, without the right to sublicense, for your Authorised Users to access and use the Service for your internal business purposes in accordance with the Contract. For an Agency, this includes using the Service for its clients under clause 10.
18.3 Your Customer Data. You, or your licensors, own your Customer Data. You grant us a worldwide, non-exclusive, royalty-free licence to host, copy, process, transmit, display and otherwise use Customer Data as needed to:
18.4 Outputs. As between you and us, you may use reports, history and AI outputs generated for you by the Service for your own business purposes. We do not warrant that they are free from third-party rights.
18.5 Feedback. If you give us feedback or suggestions about the Service, we may use them freely, without any obligation to you.
18.6 Publicity. We may name you as a customer, and display your logo, on our website and in our sales materials, unless you ask us not to by emailing [email protected]. We will ask for your consent before publishing a case study or quoting you.
18.7 Infringement claims. If a third party claims that your use of the Service, as we provide it, infringes their intellectual property rights, or if we think such a claim is likely, we may, at our option and expense:
We have no obligation under this clause for claims arising from Customer Data, from Third-Party Services, from the use of the Service with anything we did not provide, from modifications we did not make, or from use in breach of the Contract. This clause, subject to clause 24, sets out our entire liability, and your only remedy, for infringement claims.
18.8 Logos. Brand logos displayed in the Service and on our website are provided by Logo.dev and remain the property of their owners.
19.1 Your responsibility. You are responsible for the lawfulness, accuracy and quality of your Customer Data, and for having all the rights and consents needed for us to use it under the Contract.
19.2 Security. We will maintain appropriate technical and organisational measures to protect Customer Data against unauthorised access, loss, alteration and disclosure, taking into account the nature of the data and the risks involved.
19.3 Ad Network data. We use data obtained from Ad Networks only to provide the Service to you, and as permitted by the applicable Network Terms. We do not sell it, share it with other customers, or use one customer’s Ad Network data to produce insights for another customer.
19.4 Aggregated Data. We may create anonymised and aggregated statistics about the use and performance of the Service, such as numbers of evaluations, the Cue types used, and reliability metrics (“Aggregated Data”). We may use Aggregated Data for any lawful purpose, provided it does not identify you, your clients or any individual. We will not derive Aggregated Data from data obtained from Ad Networks, except as the applicable Network Terms permit.
19.5 Export and deletion. During your Subscription, your Automation configurations and history are available in the Service. If you ask within 30 days after the Contract ends, we will provide an export of your Automation configurations and history in a commonly used, machine-readable format of our choice. We will delete or anonymise your Customer Data within 90 days after the Contract ends, except where the law requires us to keep it. Backup copies are deleted in the normal backup cycle. Data held by your Ad Networks remains available to you from them.
19.6 Backups. We take regular backups. If Customer Data is lost or corrupted because of us, our only obligation is to use reasonable efforts to restore it from our most recent backup.
20.1 Compliance. Each of us will comply with the data protection laws that apply to it in connection with the Contract. These include the UK GDPR, the Data Protection Act 2018, the Privacy and Electronic Communications Regulations 2003 and, where applicable, the EU GDPR (together, “Data Protection Laws”).
20.2 Our roles. For personal data in Customer Data that we process on your behalf to provide the Service, you are the controller and we are your processor, and Schedule 2 applies. For personal data that we process for our own purposes, we are a controller and our Privacy Policy applies. Those purposes include managing accounts, billing, security, support, improving the Service and business-to-business marketing.
20.3 Your obligations. You must have a lawful basis for the personal data you process through the Service, and give individuals any notices the law requires. The Service is not designed for special category or criminal offence data, and you must not upload such data to it.
21.1 What is confidential. “Confidential Information” means information disclosed by one party to the other in connection with the Contract that is marked as confidential, or that a reasonable person would regard as confidential. It includes Customer Data, the terms of any Order Form, and non-public information about the Service.
21.2 Obligations. Each party will keep the other’s Confidential Information confidential, and will use it only to perform its obligations or exercise its rights under the Contract. Each party may disclose it to its employees, officers, contractors, professional advisers, insurers, and actual or prospective investors or acquirers who need to know it, provided they are bound by duties of confidentiality at least as protective as these.
21.3 Exceptions. These obligations do not apply to information that:
21.4 Duration. These obligations continue for three years after the Contract ends, and indefinitely for trade secrets.
22.1 Availability. We use commercially reasonable efforts to make the Service available 24 hours a day, seven days a week. Planned maintenance, urgent maintenance, and interruptions caused by Third-Party Services or by events outside our control are excluded. We will try to give advance notice of planned maintenance and to schedule it outside UK business hours. We offer no service levels or service credits unless an Order Form says otherwise.
22.2 Support. We provide support by email at [email protected] and through in-app chat, between 9:00 and 17:30 UK time on Business Days. We use reasonable efforts to respond within two Business Days. Priority support is available only where an Order Form provides for it.
22.3 Changes to the Service. We may update and change the Service, including adding or removing features, Cue types and supported Ad Networks. If we remove a material feature, or an Ad Network, that you are actively using, we will try to give you 30 days’ notice where reasonably practicable. You may then end your Subscription by notice with immediate effect, and the Platform Fee for that Billing Month will be pro-rated to the date it ends. Changes required by an Ad Network or by law, or for security reasons, may take effect immediately.
23.1 Our warranty. We warrant that we will provide the Service with reasonable skill and care and materially in accordance with the Documentation.
23.2 Exclusions. This warranty does not apply to any failure caused by your configuration or misuse of the Service, by Third-Party Services or Third-Party Data, by beta features, or by modifications that we did not make.
23.3 Remedy. If the Service does not comply with clause 23.1 and you notify us within 30 days of becoming aware of the problem, we will use reasonable efforts to correct it or to provide a workaround. If we cannot do so within a reasonable time, you may end your Subscription by notice with immediate effect, and the Platform Fee for that Billing Month will be pro-rated to the date it ends. Subject to clause 24.1, this clause sets out your only remedy for a breach of clause 23.1.
23.4 Your warranties. You warrant that you have the authority to enter into the Contract and that you have the authorisations required by clauses 6.2, 7.4 and 10.1. You also warrant that your Customer Data is lawful, and that your use of the Service complies with the law and with Network Terms.
23.5 Disclaimer. Except as expressly set out in the Contract, all warranties, conditions and other terms implied by statute or common law are excluded, to the fullest extent permitted by law. In particular, we do not warrant that:
24.1 Unlimited liability. Nothing in the Contract limits or excludes either party’s liability for:
24.2 Your payment and other obligations. Nothing in the Contract limits your liability to pay the Fees, your liability under clause 25, or your liability for breach of clause 6.2, 17 or 18.
24.3 Excluded losses. Subject to clauses 24.1 and 24.2, neither party is liable to the other, whether in contract, tort (including negligence), breach of statutory duty, misrepresentation or otherwise, for any:
This applies in each case whether the loss is direct or indirect.
24.4 Automations. Without limiting clause 24.3, we are not liable for the consequences of:
24.5 Liability cap. Subject to clauses 24.1 and 24.2, each party’s total liability arising out of or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, misrepresentation or otherwise, is limited to the total Fees paid and payable by you in the 12 months before the event giving rise to the claim. If the event occurs during your first 12 months, the cap is your average monthly Fees up to that event multiplied by 12. If no Fees have been paid or are payable, for example during a free trial, the cap is US$100.
24.6 Time limit for claims. A party must notify the other in writing of any claim under the Contract within 12 months of becoming aware, or of the date it should reasonably have become aware, of the facts giving rise to the claim. A claim not notified within that period is barred. This clause does not apply to claims for unpaid Fees or to the liabilities described in clause 24.1.
24.7 Allocation of risk. You acknowledge that the Fees reflect the allocation of risk in this clause. You are also best placed to manage the risk of advertising spend, including by setting budgets and limits in your Ad Networks, and to insure against it.
24.8 Our people. You agree not to bring any claim personally against our officers, employees or contractors in connection with the Contract.
25.1 Your indemnity. You will indemnify us against all losses, damages, fines, penalties, costs and expenses, including reasonable legal fees, arising from any claim by a third party relating to:
The third parties covered include Ad Networks, your clients, regulators and consumers. This indemnity does not apply to the extent that the claim is caused by our breach of the Contract or our negligence.
25.2 Conduct of claims. We will notify you promptly of any such claim. We will allow you to conduct its defence at your own cost, and we will give you reasonable cooperation. You must not settle any claim in a way that admits fault on our behalf, or imposes obligations on us, without our prior written consent.
26.1 Neither party is liable for any delay or failure to perform caused by events beyond its reasonable control. Examples include:
26.2 The affected party must notify the other promptly and take reasonable steps to limit the effects. If the event continues for more than 60 days, either party may end the Contract by written notice.
26.3 This clause does not apply to payment obligations.
27.1 Notice of material changes. We may update these Terms from time to time. We will give at least 30 days’ notice of any material change, by email to the Account Owner or by a notice in the Service, and the notice will state when the change takes effect.
27.2 If you do not accept a change. If you do not accept a material change, you may end your Subscription by notice given before the change takes effect, with effect from the day before it takes effect. The 30-day notice period in clause 14.3 does not apply, and your current Terms continue to apply until your Subscription ends. If you continue to use the Service after the change takes effect, you are treated as having accepted it.
27.3 Other changes. Changes that are not material, changes required by law, by an Ad Network or for security reasons, and changes that relate only to new features may take effect on publication or on a shorter notice period.
27.4 Current version. The current version of these Terms is always available on this page, with the date it was last updated. Previous versions are available on request.
28.1 Notices to you. We may send notices to the Account Owner’s email address, or to a billing contact named in an Order Form, or display them in the Service. You must keep these contact details up to date.
28.2 Notices to us. You may send notices to us at [email protected]. Notices of breach, termination for cause or a claim must also be sent by post or courier to our registered office.
28.3 When notices are received. A notice is treated as received:
28.4 Legal proceedings. This clause does not apply to the service of legal proceedings.
29.1 Entire agreement. The Contract is the entire agreement between the parties about its subject matter, and replaces any earlier agreement or understanding about it. Each party confirms that it has not relied on any statement or representation that is not set out in the Contract, and will have no remedy for one. Nothing in this clause limits liability for fraud.
29.2 Assignment and subcontracting. You may not assign, transfer or otherwise deal with your rights or obligations under the Contract without our prior written consent. We may assign or transfer the Contract to a group company, or to a buyer of all or part of our business, by giving you notice. We may use subcontractors and sub-processors, and we remain responsible for their performance.
29.3 Independent parties. Nothing in the Contract creates a partnership, joint venture, employment relationship or general agency between the parties. Sending instructions to Ad Networks on your behalf under clause 6.1 does not make us your agent for any other purpose.
29.4 Third-party rights. No one other than the parties has any right to enforce the Contract, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
29.5 Waiver. A failure or delay in exercising a right or remedy does not waive it, or prevent its later exercise.
29.6 Severance. If any provision of the Contract is found to be invalid or unenforceable, it will be modified to the minimum extent necessary to make it valid, and the rest of the Contract will continue in force.
29.7 Variation. The Contract may be varied only under clause 12.4 or 27, or by a written agreement between the parties.
29.8 Records. Our electronic records, including records of your acceptance of these Terms, Automation history and invoices, are admissible as evidence of their contents.
29.9 Language. The Contract is in English. If it is translated, the English version prevails.
30.1 Governing law. The Contract, and any dispute or claim arising out of or in connection with it or its subject matter (including non-contractual disputes or claims), is governed by the law of England and Wales.
30.2 Escalation. Before starting court proceedings, a party must notify the other of the dispute in writing, and senior representatives of both parties must try to resolve it in good faith within 30 days. This does not prevent either party from seeking urgent or interim relief, or prevent us from bringing a claim for unpaid Fees.
30.3 Jurisdiction. The courts of England and Wales have exclusive jurisdiction. However, we may bring proceedings to recover Fees, or to protect our intellectual property or Confidential Information, in any court of competent jurisdiction.
Xeio Ltd, trading as The Automation Engine
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This Pricing Schedule applies from the date shown at the top of these Terms; for existing customers, clause 1.7 applies. All amounts are in US dollars ($) and exclude VAT.
1.1 Controlled Unit. A “Controlled Unit” is the ad set (on Meta) or ad group (on TikTok or Amazon Ads) that contains the ads an Automation controls.
1.2 Controlled Spend. For each Billing Month, “Controlled Spend” is the total amount spent on each Controlled Unit, as reported by the Ad Network, during the periods in that month when at least one Live Automation applies to it.
1.3 What counts. Controlled Spend includes:
1.4 What does not count. Controlled Spend excludes spend during periods when the relevant Automations are switched off or in Dry Run, and spend during a free trial.
1.5 How we measure it. We measure Controlled Spend from the cumulative spend reported by each Ad Network when an Automation is switched to Live, when it stops being Live, and at the start and end of each Billing Month. If an Ad Network does not report spend, or reports it late, incompletely or incorrectly, we may use the best data available. This includes a reasonable estimate based on data reported later, or on the Controlled Unit’s budget and recent spend. We may then adjust a later invoice once the actual figures are reported. We will not recalculate Fees because an Ad Network revises its figures after we have invoiced, unless there is a manifest error.
1.6 What spend means. Spend means the amount the Ad Network reports as spent for the Controlled Unit, excluding any VAT or sales tax that the Ad Network charges separately.
1.7 Currency conversion. Spend in currencies other than US dollars is converted into US dollars using the Bank of England’s daily spot exchange rates against sterling on the last Business Day of the Billing Month. For currencies other than sterling, the rate is calculated as a cross rate through sterling. If no such rate is published for a currency, we will use a reputable published rate chosen by us acting reasonably.
1.8 Teams. Controlled Spend is added up across all Controlled Units, Ad Accounts and Ad Networks in a Team. Each Team is a separate Subscription with its own Platform Fee, unless we agree otherwise in an Order Form.
| Tier | Monthly Controlled Spend band | Fee for the spend in this band |
|---|---|---|
| Starter | Up to $15,000 | $250 Platform Fee (flat) |
| Growth | $15,000 to $75,000 | 1.75% of the Controlled Spend in this band |
| Scale | $75,000 to $250,000 | 1.5% of the Controlled Spend in this band |
| Enterprise | Above $250,000 | As agreed in an Order Form |
2.1 Monthly Fees. Your Fees for each Billing Month are the Platform Fee plus the Usage Fee. The “Usage Fee” is the total of the percentages in the table above, each applied to the part of your Controlled Spend that falls within its band. The bands work like income tax bands: each rate applies only to the spend within its own band, and reaching a higher band does not change the rate charged on the lower bands.
2.2 Platform Fee. The $250 “Platform Fee” is a minimum monthly fee. It is payable for each Billing Month from the Paid Start Date until your Subscription ends, whatever your Controlled Spend. It is still payable in a month when all your Automations are switched off or in Dry Run, and during a suspension under clause 15.2. For the Billing Month that includes the Paid Start Date, the Platform Fee is pro-rated by the number of days remaining in that month. The spend bands are not pro-rated.
2.3 Enterprise. Fees for Controlled Spend above $250,000 in a Billing Month are as agreed in an Order Form. Until an Order Form is agreed, Controlled Spend above $250,000 is charged at 1.5%. Enterprise Order Forms may also cover service levels, bespoke data processing terms, priority support, additional users and Additional Services.
These examples are illustrations only. All figures exclude VAT.
| Controlled Spend in the Billing Month | Calculation | Fees |
|---|---|---|
| $0 (all Automations off or in Dry Run) | Platform Fee | $250.00 |
| $8,000 | Platform Fee | $250.00 |
| $40,000 | $250 + (1.75% × $25,000) | $687.50 |
| $75,000 | $250 + (1.75% × $60,000) | $1,300.00 |
| $100,000 | $250 + $1,050 + (1.5% × $25,000) | $1,675.00 |
| $250,000 | $250 + $1,050 + (1.5% × $175,000) | $3,925.00 |
| $300,000 (no Enterprise Order Form) | $3,925 + (1.5% × $50,000) | $4,675.00 |
1.1 This Schedule applies where we process personal data contained in Customer Data on your behalf as your processor (“Customer Personal Data”). “Controller”, “processor”, “data subject”, “personal data”, “personal data breach” and “processing” have the meanings given in the UK GDPR. Where the EU GDPR applies to your processing, references to the UK GDPR include the corresponding provisions of the EU GDPR.
1.2 Enterprise customers may ask for bespoke data processing terms in an Order Form. If agreed, they prevail over this Schedule.
3.1 Instructions. We will process Customer Personal Data only on your documented instructions, unless the law requires otherwise. In that case we will tell you before processing, unless the law prohibits this. The Contract, and your configuration and use of the Service, are your complete instructions. We will tell you promptly if we believe an instruction infringes Data Protection Laws.
3.2 Confidentiality. We will ensure that everyone we authorise to process Customer Personal Data is bound by a duty of confidentiality.
3.3 Security. We will implement appropriate technical and organisational measures to meet the requirements of Article 32 of the UK GDPR.
3.4 Sub-processors. You give us general authorisation to engage sub-processors, including providers of hosting, content delivery, security, support, customer relationship management and AI models. Our current sub-processors are listed in our Privacy Policy. We will give you at least 14 days’ notice of any new sub-processor, by updating that list or by email. You may object on reasonable data protection grounds within that period. If we cannot reasonably address your objection, your remedy is to end your Subscription by notice with immediate effect, without the 30-day notice period in clause 14.3. We will impose data protection obligations on each sub-processor that are equivalent in substance to those in this Schedule, and we remain liable to you for their performance.
3.5 Data subject requests. Taking into account the nature of the processing, we will assist you, through the functionality of the Service and otherwise as reasonably required, in responding to requests from data subjects to exercise their rights. If the assistance goes beyond that functionality, we may charge our reasonable costs for it.
3.6 Other assistance. We will provide reasonable assistance with your obligations relating to security, personal data breach notifications, data protection impact assessments and prior consultation with regulators, taking into account the nature of the processing and the information available to us. We may charge our reasonable costs for this assistance.
3.7 Personal data breaches. We will notify you without undue delay, and where reasonably possible within 48 hours, after becoming aware of a personal data breach affecting Customer Personal Data. We will give you the information reasonably available to us that you need to meet your own obligations.
3.8 Deletion and return. When the Contract ends, we will deal with Customer Personal Data in accordance with clause 19.5, unless the law requires us to keep it.
3.9 Information and audits. We will make available the information reasonably necessary to demonstrate our compliance with this Schedule, such as security documentation and summaries of our hosting providers’ certifications. If that information is not sufficient, you or an independent auditor bound by confidentiality may audit our compliance under the following conditions:
These conditions do not apply where a regulator requires an audit, or after a personal data breach that we caused.
3.10 International transfers. We may transfer Customer Personal Data outside the UK and the European Economic Area only where Data Protection Laws allow it. Permitted mechanisms include adequacy regulations, the International Data Transfer Agreement, and the UK Addendum to the EU Standard Contractual Clauses. You authorise transfers to the countries in which our sub-processors operate, including the United States, on that basis.
You must ensure that:
Liability under this Schedule is subject to clause 24 of these Terms.