Disclaimer & Limitation of Liability

Notice. This is the controlling statement of scope and liability for the whole OXXON document set. It is incorporated by reference into every other document. Not legal advice. Exclusion and limitation clauses are subject to mandatory law that differs materially by jurisdiction, and this document must be reviewed in full by qualified legal counsel in each market of publication before it is relied upon.

1. Status of this document

This document is incorporated into, and applies to:

• OXL-02 Website Terms of Use
• OXL-03 Desktop End User Licence Agreement
• OXL-04 Evaluation Licence Agreement
• OXL-05 Commercial Licence Agreement
• OXL-10 Support

Where any of those documents states a disclaimer or a liability position, it is to be read consistently with this one. This document governs in the event of inconsistency, save that an enterprise agreement executed in writing by both parties prevails over both.

2. What OXXON products do

OXXON AUDIT, OXXON VERIFY and OXXON FAST are, collectively, a structural integrity layer for spreadsheet financial models.

A product examines the mechanics of a workbook: how its formulas are constructed, how they reference one another, where structural conditions such as circular references, inconsistent formulas, broken links or hardcoded values in calculation chains are present.

Output states whether figures within the scope examined conform to the checks the registered rule pack performed. That is the whole of what it states.

Every finding is produced by a fixed, deterministic rule applied to parsed structure. The same workbook, on the same build, produces the same findings, the same score and the same grade. No finding is produced by inference, probability, pattern recognition, or artificial intelligence of any kind.

3. What OXXON products are not

This section is stated in full, published as a first-class page at /trust/limitations, and repeated here rather than buried.

OXXON output is not:

1. An audit opinion. OXXON is not an auditor, conducts no audit within the meaning of any auditing standard, and expresses no audit opinion.
2. A regulated assurance engagement, or any part of one. No engagement under ISAE 3000, ISAE 3402, SSAE 18, or any equivalent standard is performed.
3. Investment, legal, accounting or tax advice. Nothing OXXON produces is a recommendation to enter into, decline, price or structure any transaction.
4. A financial logic or valuation check. A product tests whether a model calculates what its own formulas say it calculates. It does not test whether those formulas encode sound judgement.
5. Validation of assumptions. Commercial, market, macroeconomic, pricing, volume, cost and financing assumptions are outside scope entirely. A model built on assumptions that are wrong may be structurally clean.
6. A certification of correctness, in the sense that a model is right, or that a transaction is a good idea.
7. A replacement for human review. Structural cleanliness is a necessary but not a sufficient condition for a model to be relied upon.
8. A guarantee of completeness. A product identifies conditions its rule pack tests for. It does not, and cannot, identify every defect present in a workbook.
9. An endorsement of any model, entity, security, counterparty or transaction.

Coverage is disclosed, not assumed. Every report states its scope of review and its scope of opinion. Where formulas could not be analysed — unparsed constructs, external references, dynamic references — that is disclosed. A report showing zero disclosed exceptions must never be read on its own as meaning full coverage, and the reports themselves say so.

3.1 Format and processing limits

Supported: .xlsx, .xlsm and legacy .xls. Macros are detected and disclosed, and are never executed. .xlsb and password-protected workbooks are not supported. Website uploads are limited to 50 MB. Workbooks exceeding the admission policy for a given deployment are refused rather than partially processed.

4. Disclaimer of warranties

Except for the limited warranty expressly given in OXL-05 Section 14.1 to a Customer holding a Commercial Licence, and to the fullest extent permitted by applicable law:

The products, the website and all output are provided "as is" and "as available", without warranty of any kind, whether express, implied or statutory.

OXXON specifically disclaims all implied warranties of merchantability, fitness for a particular purpose, satisfactory quality, accuracy, completeness, title and non-infringement.

OXXON does not warrant that:

• the products will identify every structural defect present in a workbook;
• output will be free of error;
• operation will be uninterrupted, timely or secure;
• defects will be corrected; or
• the products will meet any particular requirement.

Free and evaluation use carries no warranty whatsoever. The Desktop Trial and the free evaluation runs are supplied at no charge, and OXL-04 Section 5 applies.

Where applicable law confers a warranty, guarantee or right that cannot be excluded, that provision applies and this Section is read subject to it.

5. Customer responsibility

Reliance on any OXXON output is the customer's own decision, taken with the customer's own professional judgement.

The customer is responsible for:

• determining whether a product is suitable for its purpose;
• the accuracy, completeness and lawfulness of the models it submits;
• interpreting output in the light of the scope statements accompanying it;
• exercising the professional review that output does not replace; and
• every commercial, lending, investment, credit, valuation or reporting decision it takes.

Where the customer provides output to a third party, the customer is responsible for describing it accurately. OXL-16 Section 7 applies.

6. Exclusion of indirect and consequential loss

To the fullest extent permitted by applicable law, OXXON is not liable, in contract, tort (including negligence), breach of statutory duty, or otherwise, for any:

• indirect, incidental, special, consequential, exemplary or punitive loss;
• loss of profit, revenue, turnover, or anticipated saving;
• loss of business, contracts, opportunity, or goodwill;
• loss of, or corruption of, data;
• loss arising from business interruption;
• loss arising from a decision taken, or not taken, in reliance on output;
• loss arising from a defect in a financial model that a product did not identify; or
• loss arising from a third party's use of, or reliance on, output,

in each case however arising, and whether or not OXXON was advised of the possibility of such loss.

7. Cap on liability

Subject to Section 8, OXXON's total aggregate liability arising out of or in connection with the products, the website, the output, and every agreement into which this document is incorporated, is limited as follows.

The caps are aggregate, not per claim. A series of connected claims constitutes one claim, and the cap applies once across all of them.

Where more than one basis of use is engaged, the highest applicable cap applies and applies once.

8. Liabilities that are not excluded

Nothing in this document, or in any document incorporating it, excludes or limits liability for:

• death or personal injury caused by negligence;
• fraud or fraudulent misrepresentation;
• OXXON's obligations under the intellectual property indemnity in OXL-05 Section 15;
• any other liability that cannot lawfully be excluded or limited under applicable law.

Where any exclusion or limitation in this document is held unenforceable, it is severed and the remaining provisions continue in full force. Where a cap is held unenforceable, the next highest lawful limitation applies.

9. Consumers and mandatory law

OXXON products are institutional software licensed to organisations and are not intended for consumers.

Where a user is nonetheless a consumer, or is otherwise protected by mandatory provisions of law that cannot be excluded by contract, those provisions apply in full and prevail over this document to the extent of any inconsistency. The remainder continues to apply.

Consumer protection regimes, unfair contract terms legislation, and limits on the enforceability of exclusion clauses differ materially between India, the United States, the United Kingdom, the European Union, the Middle East and the Asia-Pacific markets. Review by qualified legal counsel admitted in each market of publication is required before this document is relied upon there.

10. Allocation of risk

The customer acknowledges that:

• the exclusions and limitations in this document are a reasonable allocation of risk between the parties;
• OXXON's fees are set on the basis of that allocation, and would be materially different without it;
• a full, no-charge evaluation is available before any purchase, so that suitability can be determined without financial exposure; and
• the scope statements in Sections 2 and 3 are published before purchase, not disclosed afterwards.

11. Time limit for claims

To the extent permitted by applicable law, no claim arising out of or in connection with the products may be brought more than twelve (12) months after the claimant first became aware, or ought reasonably to have become aware, of the circumstances giving rise to it.

The enforceability of a contractual limitation period requires confirmation by counsel in each market.

12. Third parties

No third party acquires any right against OXXON by reason of receiving, reviewing or relying on output produced by a customer.

Where a customer provides a report to a client, counterparty, lender, auditor or regulator, OXXON owes that recipient no duty of care and accepts no liability to them. OXXON's only relationship is with its own customer, on the terms of the applicable agreement.

This does not limit OXXON's liability to its own customer.

13. Governing law

This document is governed by the laws of India. The courts at Mumbai, Maharashtra, India have exclusive jurisdiction.

Enterprise customers may negotiate separate contractual terms, including a different liability position, governing law or forum. Such terms take effect only where executed in writing by both parties, and then prevail over this document to the extent of any inconsistency.

Related documents

• OXL-02 Website Terms of Use
• OXL-03 Desktop End User Licence Agreement
• OXL-04 Evaluation Licence Agreement
• OXL-05 Commercial Licence Agreement
• OXL-10 Support
• OXL-16 Acceptable Use Policy
• Published page: /trust/limitations