Terms of Service

Welcome to Fifth Layer! We’ve written our Terms of Service to be as clear and straightforward as possible. Your use of our service means you agree to these terms, so please read them carefully.

LRX Systems Limited (“LRX Systems”, “we”, “us” or “our”) operates Fifth Layer (the “Service”), an online software platform. LRX Systems is a company registered in England and Wales (Company No. 16702040) with its registered office at 3rd Floor, 86-90 Paul Street, London EC2A 4NE. These Terms of Service (“Terms”) govern your access to and use of Fifth Layer. By signing up for or using the Service, you (“Customer”, “you” or “your”) agree to these Terms. If you do not agree, you must not use the Service. You represent that you are using the Service for business purposes (not as a consumer) and that you have authority to bind the company or organisation on whose behalf you use the Service.

1. Acceptance of Terms

Please read these Terms carefully before using Fifth Layer. By accessing or using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms, as well as our Privacy Policy and any other applicable policies. If you do not agree to these Terms, you must discontinue use of the Service. We may ask you to indicate acceptance of these Terms (for example, by clicking “I Agree” or similar) when registering an account. These Terms form a binding legal agreement between you and LRX Systems. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to these Terms. If you do not have such authority, you must not accept or use the Service.

2. Description of Services and Third-Party Integrations

Fifth Layer is a cloud-based platform that allows you to upload, store, and manage your own data and media assets, and to build intelligent workflows integrating with third-party artificial intelligence (AI) and cloud services. The Service enables you to connect to third-party tools (for example, AI services provided by cloud platforms) by using your own API keys or access credentials.

Third-Party Services: When you choose to integrate a third-party API or service through Fifth Layer, you are instructing us to send or retrieve data to/from those third-party services on your behalf.

Facilitator Role: Our platform acts solely as a facilitator and intermediary in connecting your data with those third-party AI tools. We do not operate or control the third-party services, and we are not responsible for the functionality, accuracy of results, availability, or obligations of any third-party service.

You are solely responsible for obtaining and maintaining any accounts or credentials needed with third-party providers ( e.g. AWS, AI service providers) that you choose to use via Fifth Layer. Any usage of third-party services (including any data processing they perform and any fees or charges they incur) remains your responsibility. We do not assume liability for third-party charges, and we will not bill you for third-party services - those remain between you and the third-party provider. You must comply with all applicable third-party terms of service when using their APIs or tools through our platform. If a third-party service’s terms or pricing change, or if an integration is limited or discontinued by the third party, we will not be liable for any resulting impact. We will, however, use reasonable efforts to notify you of material changes or disruptions to integrated third-party services.

Unless otherwise expressly agreed in a separate Service Level Agreement (SLA) with you, we do not guarantee any specific uptime, availability, or performance of the Service. While we strive for a reliable service, no default uptime or performance guarantees are provided under these Terms. Any service level commitments must be documented in a signed SLA with LRX Systems (if applicable). In the absence of a separate SLA, the Service is provided on an “as is” and “as available” basis (see Disclaimer of Warranties below).

3. Your Account and Responsibilities

You must register an account to access the Service. When registering, you agree to provide accurate, current, and complete information and to keep it updated. You are responsible for maintaining the confidentiality and security of your account credentials (such as usernames, passwords, and API keys).

Account Security: You must not share your login credentials with any unauthorised person. You are fully responsible for all activities that occur under your account. If you suspect any unauthorised access to or use of your account, you must promptly notify us. We are not liable for any loss or damage arising from your failure to safeguard your account information.

Your Responsibilities: You agree to use the Service only for lawful purposes and in accordance with these Terms. You are responsible for your conduct and any data, content, or resources you provide or generate while using Fifth Layer. This includes ensuring that you have all necessary rights, licenses, and consents to upload your data and to use any third-party services via our platform. You are responsible for maintaining any equipment, software, or services needed to connect to and use Fifth Layer (such as internet access and suitable hardware), and for any associated fees.

4. Acceptable Use Policy

You must use Fifth Layer in compliance with the following acceptable use requirements. You agree that you will not:

• Violate Laws: Use the Service in any manner that violates any applicable law or regulation, including intellectual property laws, data protection laws, export control laws, or any third-party rights.
• Infringe Rights: Upload, store, or transmit any data or content that infringes or misappropriates any third party’s intellectual property or proprietary rights, or that you do not have the right to use.
• Prohibited Content: Upload or share content that is unlawful, defamatory, harassing, obscene, pornographic ( non-scientific), harmful to minors, or otherwise objectionable or that encourages illegal activity.
• Security Abuse: Use the Service to distribute viruses, malware, or any other harmful code. You will not attempt to probe, scan, or test the vulnerability of the Service or our systems, or breach any security or authentication measures.
• Interference: Interfere with or disrupt the integrity or performance of the Service or the data contained therein. This includes not launching any form of denial-of-service attack or overloading the Service.
• Unauthorised Access: Attempt to gain unauthorised access to the Service or related systems or networks, or access or search the Service by any means other than our publicly supported interfaces (for example, you will not scrape the platform without permission).
• Circumvent Fees: Attempt to circumvent or avoid any usage limits or fees associated with the Service. You will not misuse any free tier or trial in a manner intended to avoid payment.
• Resale or Misrepresentation: Resell, rent, or lease the Service to third parties, or use the Service on behalf of or for the benefit of any third party not authorised by us, without our prior written consent. You will not misrepresent the Service or imply it is your own product.
• Competitive Purposes: Use the Service to develop or enhance any competing service or product or otherwise reverse-engineer or copy any features, functions, or graphics of the Service in violation of our intellectual property rights.
• Third-Party Terms: Use any third-party API or integration through Fifth Layer in violation of the third party’s terms of service or usage policies. (For example, if using an AI service via our platform, you must adhere to that service’s rules.)

Violation of this Acceptable Use Policy may result in suspension or termination of your account (see Suspension and Termination below). We reserve the right (but have no obligation) to review any content or activity on the Service to ensure compliance with these Terms.

5. Your Content and Data

Ownership: You retain all rights, title, and interest in and to any data, information, text, images, media, or other content that you upload to or create within the Service (“Your Content” or “Customer Data”). Fifth Layer does not claim ownership of Your Content. These Terms do not grant us any ownership over Your Content.

License to Us: In order for us to operate and provide the Service, you grant LRX Systems a limited, worldwide, non-exclusive, royalty-free license to host, store, reproduce, transmit, display, and process Your Content solely for the purpose of operating, maintaining, and providing the Service and as otherwise explicitly permitted by you. This license allows us to do things like back up your data, display it to you and those you authorise, or transmit it to third-party services at your instruction. We will not use Your Content for any other purposes outside of providing the Service without your consent. For clarity, we will never use Your Content for our own marketing or promotional purposes without your explicit permission. You may choose to give us feedback or suggestions about the Service; in such cases, see Intellectual Property below regarding how we may use your feedback.

Your Content Warranties: You represent and warrant that you have (and will maintain) all necessary rights and permissions to provide Your Content to the Service and to grant the license above. This means you warrant that uploading Your Content to Fifth Layer and allowing it to be processed by the Service or any integrated third-party services will not violate any law, contract, or the rights of any person. You also promise that Your Content does not contain any malicious code, and that our use of Your Content in accordance with these Terms will not cause us to infringe any intellectual property or privacy rights of others. You remain solely responsible for Your Content and for resolving any disputes with third parties over Your Content.

Data Protection: If Your Content includes personal data (as defined under applicable data protection laws), you are the “data controller” (or equivalent term under relevant law) of that personal data, and we act as a “data processor” when we process such data on your behalf while providing the Service. You must ensure you have obtained all necessary consents or have another valid legal basis to upload personal data to the Service and to allow its processing, including via any third-party AI integrations. We will process personal data only as necessary to provide the Service and in accordance with applicable data protection laws and our Privacy Policy (see Data Protection section below for more detail).

Data Usage and Aggregation: We will not access or use Your Content except as necessary to provide the Service, comply with law, or as authorised by you. We will not disclose Your Content to any third party except (a) as needed to operate the Service (for example, transmitting it to a third-party AI service at your request, or to our cloud storage providers), (b) if required by law (and then only with notice to you when permissible), or (c) with your explicit consent. We may generate aggregate or anonymised statistical data about the use of the Service (for example, overall usage volumes or performance metrics) for improving and analysing our services, provided that such aggregated data does not identify you or disclose Your Content.

Retention and Deletion: Upon termination of your account or at your instruction, we will delete or anonymise Your Content within a reasonable period, except as required to be retained for legal or regulatory reasons or as otherwise set forth in our Data Protection section. We have no obligation to retain Your Content after the termination of Service, so you should export your data before your account is closed if you want to keep it. (We may retain backup copies for a limited time as part of our regular backup procedures even after deletion.)

6. Intellectual Property Rights

6.1 Our Intellectual Property

All rights, title, and interest in and to the Service (including all software, code, technology, algorithms, user interfaces, know-how, databases, tools, and documentation, as well as the design, appearance, and functionality of the platform) are and will remain the exclusive property of LRX Systems and its licensors. Fifth Layer and all related trademarks, logos, and service marks are the property of LRX Systems (or its licensors). We reserve all rights in and to our intellectual property not expressly granted to you in these Terms.

Subject to your compliance with these Terms (including payment of fees), we grant you a limited, non-exclusive, non-transferable, non-sublicensable license during the term of this Agreement to access and use the Fifth Layer Service for your internal business purposes, in accordance with these Terms and any documentation or usage guidelines we provide. This license is for the sole purpose of enabling you to use and receive the benefit of the Service as intended by these Terms. You obtain no rights of ownership in our software or services. You agree not to (and not to allow any third party to) copy, modify, create derivative works of, distribute, or reverse engineer any part of the Service except to the extent expressly permitted by applicable law (and then only after giving us written notice). You shall not remove or obscure any copyright, trademark, or other proprietary notices on the Service or any reports or output from the Service.

If you provide us with any feedback, suggestions, or ideas about the Service (“Feedback”), you agree that we may use and exploit all or part of the Feedback freely, and incorporate it into our products or services, without any obligation or compensation to you. Any Feedback you provide is entirely voluntary. This arrangement does not transfer ownership of your Feedback’s underlying intellectual property, but it gives us the right to use it for our business purposes.

6.2 Third-Party Materials

The Service may include or rely on certain third-party software, libraries, or other components that are subject to open-source or third-party license terms. Any such third-party materials are licensed to you under their respective licenses, not under these Terms. We will provide notices or attributions for third-party components as required by their licenses (for example, in our documentation or on our website). Your use of third-party software or services (including any that you integrate via Fifth Layer) is governed by the terms of those third parties, and not by LRX Systems (see Services and Third-Party Integrations above).

7. Fees and Payment

Fees: Fifth Layer is provided on a subscription or usage-based pricing model. You agree to pay the fees applicable to your account and usage of the Service, as specified in your order, subscription plan, or a separate written agreement with us. Unless otherwise stated, fees are charged on a monthly basis and calculated based on your actual usage of the Service (for example, volume of data processed, number of operations, or other metrics as described on our website or agreement with you). We may offer different plans or tiers; you are responsible for reviewing the pricing details of your chosen plan. All fees are stated and payable in the currency specified (which, unless otherwise noted, is in Great Britain Pounds (GBP)).

Billing and Payment: You must provide valid payment information (such as a credit card or approved purchase order) and authorise us to charge it for the Service fees. If you are on a paid plan, we will bill your provided payment method monthly in arrears (at the end of each billing period) for the usage during that period, or as otherwise described in your plan. Alternatively, we may invoice you monthly, with payment due within a specified number of days (net 15 days, net 30, or as stated on the invoice). If you exceed any usage limits in your plan, or incur add-on charges (if applicable), those may be billed or invoiced during or at the end of the period in which they were incurred.

Taxes: All fees are exclusive of taxes, levies, or duties imposed by taxing authorities. You are responsible for any value-added tax (VAT), goods and services tax (GST), sales tax, or other taxes or duties applicable to your use of the Service, other than taxes on our income. If we have a legal obligation to collect applicable taxes from you (for example, VAT for customers in the UK or EU), we will include such taxes on your bill or invoice, and you agree to pay them. If any taxes are required to be withheld from your payments to us, you may deduct such taxes and provide us with an official tax receipt or other appropriate documentation, but you must gross up the payment such that we receive the full amount we would have received absent the withholding.

Late Payments: If you fail to pay fees when due, we reserve the right to charge interest on the overdue amount at the rate of 1.5% per month (or the highest rate allowed by law, if lower), calculated daily from the date such payment was due until the date payment is received. You will be responsible for any reasonable costs (such as legal fees and collection agency fees) incurred by us in collecting overdue amounts. In addition to charging interest, if any payment is more than 15 days overdue, we may, after providing a notice of non-payment, suspend your account or access to the Service until the overdue amount is paid in full (see Suspension and Termination). We will provide at least 7 days’ advance notice (e.g. via email) before any suspension for non-payment, to allow you the opportunity to cure the payment default.

We may update our fees or introduce new fees for additional services with prior notice to you (for example, by emailing the primary contact on your account or via an in-service notification). Fee changes will not apply retroactively and will only apply from the start of your next billing period or as otherwise stated in the notice. If you do not agree with a fee change, you may terminate your subscription prior to the new fees taking effect (your continued use of the Service after the effective date of new fees constitutes your agreement to the change).

8. Confidentiality

Definition: “Confidential Information” means any non-public or proprietary information disclosed by one party (” Disclosing Party”) to the other (“Receiving Party”) that is designated as confidential or that should reasonably be understood to be confidential given the nature of the information and the context of disclosure. Your Confidential Information includes Your Content and any non-public business or technical information you provide to us. Our Confidential Information includes the Service software, any non-public aspects of our platform and technology, as well as any pricing or commercial terms discussed (unless publicly disclosed by us). Confidential Information does not include information that: (a) is or becomes publicly available without breach of any obligation; (b) was known to the Receiving Party prior to disclosure without confidentiality obligations; (c) is received from a third party without breach of any obligation to the Disclosing Party; or (d) was independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information.

Confidentiality Obligations: The Receiving Party will use the same degree of care to protect the Disclosing Party’s Confidential Information as it uses to protect its own confidential information of similar nature, but not less than a reasonable standard of care. The Receiving Party agrees to: (i) use the Disclosing Party’s Confidential Information solely for the purposes of performing its obligations or exercising its rights under these Terms, and (ii) not disclose the Confidential Information to any third party except to its and its affiliates’ employees, contractors, or advisors who need to know it for the permitted purpose and who are bound by confidentiality obligations at least as protective as those in these Terms. Each party shall be responsible for any breach of confidentiality by its representatives.

Compelled Disclosure: If the Receiving Party is required by law, regulation, or court order to disclose Confidential Information of the Disclosing Party, it will (if legally permitted) give prompt written notice to the Disclosing Party and cooperate with the Disclosing Party’s reasonable requests to contest or limit the disclosure. Regardless of whether notice is given, the Receiving Party will disclose only that portion of Confidential Information which it is legally required to disclose.

Duration: These confidentiality obligations commence upon disclosure and will survive for 3 years after termination of these Terms, or indefinitely with respect to any trade secrets and Your Content (which will remain confidential indefinitely).

Return or Destruction: Upon the Disclosing Party’s request or upon termination of the Agreement, the Receiving Party will return or securely destroy all Confidential Information of the Disclosing Party in its possession, except that the Receiving Party may retain copies as required by law or for routine backup and archival purposes (subject to ongoing confidentiality obligations).

9. Data Protection and Privacy

Each party agrees to comply with applicable data protection laws in relation to personal data processed under this Agreement, including the UK General Data Protection Regulation (UK GDPR) and any other applicable privacy regulations.

Our Role: In providing the Service, we may process certain personal data on your behalf as a “processor” or “service provider” (for example, if Your Content includes personal data about your customers or end-users). In such cases, we will process that personal data only in accordance with your instructions and as necessary to provide the Service, and we will implement appropriate technical and organisational measures to protect that data, as required by law. We are willing to enter into a separate Data Processing Agreement (DPA) reflecting Article 28 UK GDPR (or equivalent) requirements upon your request, or as otherwise required by law for controller-processor relationships.

Your Responsibilities: You are responsible for ensuring that you have a valid legal basis for us to process any personal data that you include in Your Content. You must provide any required notices to, and obtain any required consents from, individuals whose personal data you process using the Service. If you use the Service to process personal data of individuals (for example, by storing personal information or running analyses on personal datasets), you confirm that doing so will not violate any privacy rights or laws. You shall not upload to the Service any personal data that is subject to special legal protections (such as personal health information, payment card data, or sensitive government identifiers) unless you have notified us and we have agreed in writing to proper measures.

Privacy Policy: We collect and process certain limited personal information about you (as a business contact and user of the Service) for our own purposes - for example, account registration information and usage analytics. This processing is described in our Privacy Policy, which is available on our website and incorporated into these Terms by reference[1]. Please review our Privacy Policy to understand how we handle personal information about you and your users. By using the Service, you acknowledge our Privacy Policy.

Confidentiality of Personal Data: Without limiting the general confidentiality obligations in Section 8, we specifically agree to treat personal data in Your Content as your Confidential Information and to use and disclose it only as necessary to provide the Service or as otherwise permitted by these Terms, your instructions, or applicable law.

Subprocessors: You authorise us to use affiliates and reputable third-party subprocessors (such as cloud hosting providers, managed database services, etc.) to process personal data and other Customer Data in order to provide the Service. We maintain an up-to-date list of our core subprocessors in our privacy or security documentation. We will ensure that all subprocessors are bound by written agreements that require them to protect personal data to standards equivalent to those required of us by applicable law. We remain liable for the actions of our subprocessors with respect to your data.

Security: We implement and maintain reasonable security measures appropriate to the risk of the data we process, including administrative, physical, and technical safeguards to protect personal data against unauthorised access, loss, or alteration. Further details about our security measures may be provided in our documentation or upon request. You are responsible for managing your configurations and for maintaining the security of your account credentials, and for taking appropriate steps to secure and backup any data that you store on the Service.

Data Breach: In the event we become aware of a security breach leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, personal data in our possession (a “Data Breach”), we will promptly notify you and provide you with sufficient information to meet any reporting or notice obligations you may have. We will also take reasonable steps to mitigate and remedy the Data Breach.

10. Suspension and Termination

Term: These Terms will remain in effect for as long as you use the Service or maintain an account with us, unless terminated earlier in accordance with this section.

Your Termination Rights: You may stop using the Service and terminate your account at any time for any reason by providing notice to us (for example, via the account settings or by contacting support). If you are on a paid subscription, you may cancel the subscription via our user interface or by notifying us in writing; your termination will take effect at the end of the current billing period unless otherwise specified. We do not offer pro-rated refunds for mid-period cancellations except where required by law or explicitly stated. If you terminate due to our material breach of these Terms (and we fail to cure that breach within a reasonable period after notice), then you may be entitled to a pro-rata refund of any pre-paid fees covering the remainder of your subscription term after termination.

Suspension by Us: We may suspend your access to the Service (in whole or part, and possibly including access to Your Content) immediately and without prior notice if: (a) we reasonably believe you have violated the Acceptable Use Policy or otherwise breached these Terms in a way that could jeopardise the security or legality of the Service or others’ data, (b) your use of the Service poses an imminent threat to the security, stability, or integrity of our infrastructure (for example, you are using the Service in a manner that is causing a significant technical burden), or ( c) we are required to do so by law or government order. Where practicable and lawful, we will endeavor to provide advance notice and an opportunity to remedy the issue prior to suspension, but in urgent cases (e.g. serious misuse, suspected criminal activity, or risks to other customers) we may suspend first. We will not be liable for any damages or losses incurred by you as a result of a suspension in accordance with this paragraph.

Suspension for Non-Payment: In addition to the above, we may suspend your account for failure to pay outstanding fees after giving you prior notice as outlined in Fees and Payment. We will lift the suspension promptly upon full payment of all overdue amounts.

Termination by Us: We may terminate your account or use of the Service for cause: (i) immediately if you materially breach these Terms and (if curable) fail to cure the breach within 10 days after we provide notice to you; (ii) immediately if you cease business operations or become subject to insolvency proceedings and the proceedings are not dismissed within 60 days; or (iii) as otherwise permitted by these Terms. Additionally, we reserve the right to terminate your subscription or account for convenience (no-fault termination) by providing at least 30 days’ written notice to you; if we do so and you have pre-paid for a subscription beyond the termination date, we will refund the pro-rata portion of fees for the period after termination. We will not terminate for convenience in an arbitrary or discriminatory manner (for example, we will typically only do this if we decide to discontinue the Service or a particular feature, or if we are exiting a market).

Effects of Termination: Upon termination or expiration of your account for any reason, (a) your rights to access and use the Service will immediately terminate, and you must cease any further use of the Service, (b) any fees owed by you to us will become immediately due and payable, and (c) we will make Your Content available for you to retrieve for a period of 30 days (unless your account was terminated for a serious breach, in which case we may immediately disable access). After such retrieval period, we will delete or destroy Your Content in our systems, except as otherwise provided in these Terms (e.g., we may retain aggregated data, backups, or data required for legal compliance). We are not obligated to maintain Your Content after the retrieval window. It is your responsibility to export any data you wish to retain prior to termination.

Survival: Any provision of these Terms that by its nature should survive termination (such as confidentiality, ownership, indemnification, limitations of liability, accrued rights to payment, and any provisions expressly stated to survive) will remain in effect after termination.

11. Disclaimer of Warranties

As-Is Service: Except as expressly provided in these Terms, the Fifth Layer Service is provided “as is” and on an “as available” basis, without any warranties of any kind, either express or implied. Use of the Service ( including any content obtained through the Service) is at your own risk.

No Express Warranties: To the maximum extent permitted by law, we make no representation or warranty that the Service will meet your requirements, achieve any intended results, be compatible or work with any software, systems or services (other than as expressly set forth in our documentation), operate without interruption, or be secure, timely, or free of errors, viruses or other harmful components.

Implied Warranties Disclaimed: To the fullest extent permitted under applicable law, we specifically disclaim all implied warranties or conditions, including any implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, non-infringement, and any warranties arising out of course of dealing or usage of trade. We do not warrant that the Service or any results generated from the Service will be accurate or reliable, or that errors can or will be corrected. No advice or information obtained from us or through the Service shall create any warranty not expressly stated in these Terms.

Third-Party Services: We have no liability or responsibility for any third-party services, tools, or content that you choose to access or use through the Service. This includes any results, outputs, or decisions made by third-party AI tools integrated via Fifth Layer. We do not guarantee or warrant the performance of any third-party services (such as the uptime or outputs of a third-party AI API). Those services are operated by third parties, and your use of them is solely at your own risk and subject to the third parties’ terms and privacy policies.

Beta Features: From time to time, we may offer access to beta or early-release features of the Service. Any such features are provided “as is” and “as available”, exclusively for evaluation purposes and without any warranty whatsoever. They may be unsupported, change unpredictably, or be discontinued at any time. Your use of beta features is at your own risk.

No Duty of Care: You acknowledge that Fifth Layer is a general-purpose business service and that we do not owe you any higher duty of care beyond what is stated in these Terms. We are not providing professional advice (e.g., legal, financial, or scientific advice) through the Service, and you are responsible for how you use and interpret results obtained via Fifth Layer.

Some jurisdictions do not allow the exclusion of certain warranties, so some of the above disclaimers may not apply to you. In such cases, any implied warranties are limited to the minimum scope and duration permitted by law.

12. Limitation of Liability

Indirect Damages: To the fullest extent permitted by law, neither party will be liable to the other under these Terms for any indirect, special, incidental, consequential, punitive, or exemplary damages, or for any loss of profits, revenue, goodwill, data, or use, or cost of procurement of substitute services, even if the party knew or should have known that such damages were possible. This exclusion applies to all causes of action, whether in contract, tort ( including negligence), strict liability, or any other legal theory.

Cap on Liability: To the fullest extent permitted by law, each party’s total aggregate liability arising out of or related to these Terms or the Service (whether in contract, tort, or otherwise) will not exceed the amount actually paid by you to us in the 12 months. If no fees were paid (for example, during a free trial period), our liability shall not exceed GBP £100 (one hundred pounds sterling). The existence of multiple claims or events will not enlarge this cap. You acknowledge that this limitation of liability is a fundamental part of the bargain and that, absent such limitation, the fees charged for the Service would be higher.

Exceptions: Nothing in these Terms excludes or limits either party’s liability for: (a) death or personal injury caused by that party’s negligence; (b) fraud or fraudulent misrepresentation; (c) any liability that cannot be limited or excluded by law. Additionally, the foregoing liability limits shall not limit your obligation to pay fees owed under Section 7 (Fees and Payment).

Allocation of Risk: Both you and we agree that the limitations of liability and warranty disclaimers in these Terms are fair and reasonable allocations of risk between businesses, and are reflected in the pricing of the Service. By agreeing to these Terms, each party is waiving potential liability that might exceed this agreed cap, in exchange for the benefits of entering into this contractual relationship.

If you are not satisfied with the Service or these Terms, your sole and exclusive remedy is to stop using the Service and (if applicable) terminate your subscription. This limitation is essential to this Agreement between you and us.

13. Changes to Terms and Service

Updates to Terms: We may modify or update these Terms from time to time. If we make material changes, we will provide you with reasonable notice by posting the updated Terms on our website and/or contacting you via the email address on your account. The notice will designate a reasonable advance effective date for the new Terms. If you do not agree to the revised Terms, you may terminate your account or subscription before the effective date. Your continued use of the Service after the new Terms take effect will constitute your acceptance of the changes. Non-material modifications (such as minor clarifications or corrections) may take effect immediately without specific notice, but we will indicate the “Last Updated” date at the top of the Terms so you can tell if it has changed.

Changes to Service: We reserve the right to add, modify, or discontinue features, functionality, or offerings of the Service at any time. We strive to continuously improve Fifth Layer and may, for example, release new tools, change the user interface, or remove features that are outdated or not widely used. For any material reduction in functionality, we will endeavor to give you prior notice. If any change to the Service materially reduces its core functionality and you are dissatisfied, you may notify us and, if we cannot reasonably address your concern, you may terminate your subscription and receive a pro-rata refund of any pre-paid fees for the unused portion of your term. We will not be liable for any modification, suspension, or discontinuation of any part of the Service, provided that we have adhered to the notice and refund obligations in this section.

SLA or Custom Terms: If you and we have executed a custom agreement or SLA that modifies certain provisions of these Terms, those custom terms will prevail to the extent of any conflict with these standard Terms (for example, a separately negotiated contract with a specific client may override some terms here by mutual agreement).

14. Governing Law and Dispute Resolution

Governing Law: These Terms and any disputes arising out of or related to these Terms or the Service will be governed by and construed in accordance with the laws of England and Wales, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply.

Jurisdiction: Both you and LRX Systems agree that any dispute or claim arising out of or relating to these Terms or the Service that cannot be resolved amicably will be subject to the exclusive jurisdiction of the courts of England and Wales. Each party irrevocably consents to the personal jurisdiction and venue of such courts. If you are domiciled outside of England and Wales, you waive any objection based on inconvenient forum and agree that you can obtain no more convenient forum than the courts of England and Wales.

Mediation Before Litigation: Before either party files a lawsuit or initiates other legal action (other than actions for interim or injunctive relief), the parties agree to first attempt to resolve the dispute in good faith by * mediation*. Either party may initiate the mediation process by giving written notice to the other party describing the dispute and requesting mediation. The mediation will be conducted by a single neutral mediator mutually acceptable to both parties. If the parties cannot agree on a mediator, either party may request appointment of a mediator by a reputable mediation service in the UK (such as the Centre for Effective Dispute Resolution). The mediation will take place in London, UK, unless the parties agree to a different location or to a virtual/online mediation. Each party will bear its own costs in the mediation, and the parties will share equally the fees of the mediator. If the dispute is not resolved within 60 days (or a timeframe agreed in writing) after the mediation notice, either party may proceed with litigation in the courts specified above.

Injunctive Relief: Notwithstanding the above, either party may seek interim injunctive relief or any urgent legal remedy at any time, without needing to go through mediation, if necessary to prevent irreparable harm (for example, to protect against misuse of intellectual property or Confidential Information).

15. General Provisions

15.1 Assignment: You may not assign or transfer these Terms (or any of your rights or obligations hereunder) to any third party without our prior written consent, except that you may assign this Agreement in its entirety, upon notice to us, in connection with a merger, acquisition, corporate reorganisation, or sale of all or substantially all of your assets, provided that the assignee is not a direct competitor of ours and agrees in writing to be bound by all terms of this Agreement. We may assign or transfer these Terms (or any rights and obligations) to an affiliate or in connection with a merger, acquisition, sale of assets, or other corporate reorganisation, or freely between our direct or indirect subsidiaries, by providing notice to you. We may also subcontract our obligations (for example, using cloud hosting providers), but will remain responsible for any subcontracted obligations. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties and their respective permitted successors and assigns. Any attempted assignment in violation of this section is void.

15.2 Entire Agreement: These Terms, together with any documents incorporated by reference (such as our Privacy Policy, Cookie Policy, and if applicable, a Data Processing Addendum or custom agreement), constitute the entire agreement between you and LRX Systems regarding the Service. They supersede all prior or contemporaneous agreements, proposals, negotiations, discussions, or communications (whether written or oral) between the parties regarding the subject matter. Each party acknowledges that in entering into these Terms it has not relied on any representations or warranties not explicitly stated herein. In case of a conflict between these Terms and any signed written agreement between you and us, the signed agreement will prevail.

15.3 Force Majeure: Neither party will be liable for any delay or failure in performance (except payment obligations) due to events outside the reasonable control of that party, including, but not limited to, acts of God, war, terrorism, riot, embargos, fire, flood, pandemic, strikes, or Internet or telecommunication failures not caused by the obligated party (“Force Majeure”). The party affected by the Force Majeure event shall give notice to the other party as soon as practicable. If a Force Majeure event continues for more than 30 days, either party may terminate the affected Service by giving written notice to the other.

15.4 No Waiver: No failure or delay by either party in exercising any right, power, or remedy under these Terms operates as a waiver of that right, power, or remedy. A waiver is only effective if it is in writing and signed by the waiving party. A written waiver of one breach or default shall not constitute a waiver of any subsequent breach or default.

15.5 Severability: If any provision of these Terms is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, that provision will be enforced to the maximum extent permissible and the remainder of these Terms will remain in full force and effect. The parties will negotiate in good faith a replacement provision that reflects the intent of the invalid or unenforceable provision, to the extent possible.

15.6 Relationship of Parties: The relationship between you and LRX Systems is that of independent contractors. Nothing in these Terms shall be construed to create a partnership, joint venture, agency, fiduciary, or employment relationship between the parties. Neither party has authority to bind the other or to incur any obligation on the other’s behalf.

15.7 Third-Party Beneficiaries: These Terms are intended for the benefit of the parties and their permitted successors and assigns, and do not confer any rights upon any other person or entity, except that our affiliates and licensors are intended third-party beneficiaries to the extent necessary to enforce their rights in the Service. The Contracts (Rights of Third Parties) Act 1999 shall not apply to these Terms, meaning that (except as just noted) no third party has the right to enforce any provision of these Terms.

15.8 Notices: We may provide you with notices under these Terms via email to the address associated with your account, through your account dashboard, or by posting on our website. You consent to receive electronic notices from us. It is your responsibility to keep your account email updated. For notices that we send via email, the notice date is the date on which the email is sent. You must send any legal notices or other correspondence to us at [email protected], unless we provide a more specific contact for legal notices. Notices sent by you to us will be effective upon receipt.

15.9 Export Compliance: The Service and related software may be subject to export laws and regulations. You represent that you are not named on any UK, EU, or U.S. government denied-party list. You shall not permit users to access or use the Service in a U.S.- or UK-embargoed country or region or in violation of any export law or regulation.

15.10 Language: These Terms are provided in the English language. If we provide a translation, it is for convenience only. The English version will control in case of any conflict. All communications between you and us under these Terms will be in English.

15.11 Headings: Section headings in these Terms are for convenience only and have no legal or contractual effect.

15.12 No Contra Proferentem: These Terms shall not be construed against the party who drafted them; both parties had the opportunity to review and negotiate these Terms and are entering into them voluntarily.

If you have any questions or concerns about these Terms, please contact us at [email protected] or via our contact page on the Fifth Layer website. By using the Service, you acknowledge that you have read and understood these Terms and agree to be bound by them. Thank you for choosing Fifth Layer for your business needs.