Terms and Conditions (Business Services Agreement)

Last Updated: 9 November 2025

1. Introduction

These Terms and Conditions ("Terms") govern the provision of all services by FlowEdgeAI Ltd ("we," "us," "our"), a company registered in England and Wales, to you, the client ("you," "your"). By engaging our services, you agree to be bound by these Terms, which form a legally binding agreement.

2. Services

We provide a range of AI automation and digital solutions ("Services"), including but not limited to:

  • Custom AI agent development (voice, chat, workflow).
  • Bespoke workflow automation and business process optimisation.
  • AI-powered Software-as-a-Service (SaaS) and micro-applications.
  • Website design, development, and branding.
  • AI training workshops and consulting.

The specific scope, deliverables, timelines, and fees for your project will be detailed in a Statement of Work (SoW) or project proposal, which is incorporated into this agreement.

3. Client Obligations

To enable us to perform our Services, you agree to:

  • Provide timely, accurate, and complete information and materials required for the project.
  • Provide necessary access to your systems, APIs, and data, with appropriate permissions.
  • Appoint a primary contact to cooperate with us and provide approvals.
  • Review deliverables and provide consolidated feedback within agreed timeframes.

4. AI Systems: Disclaimers and Limitations

You acknowledge and agree to the following regarding our AI-powered Services:

  • Output Limitations: AI systems, including generative models, may produce outputs that are inaccurate, incomplete, or not fit for a particular purpose ("hallucinations"). You are solely responsible for reviewing, verifying, and validating all AI-generated outputs before use or publication.
  • No Guarantee of Accuracy: We do not guarantee the accuracy, reliability, or completeness of any information or content generated by our AI systems.
  • Client Responsibility: You are responsible for the final use of any AI-generated content or automated actions. We are not liable for any consequences arising from your reliance on unverified AI outputs or misuse of automation.

5. Payment, Subscriptions, and Fees

Fees will be set out in the SoW. Unless otherwise agreed:

  • A non-refundable deposit is typically required before work commences.
  • Invoices are payable within 14 days of receipt. We reserve the right to charge interest on overdue invoices at a rate of 8% above the Bank of England's base rate.
  • For subscription services (e.g., Micro-SaaS), fees are billed in advance on a recurring basis. Subscriptions automatically renew unless cancelled.
  • We may suspend or terminate Services for non-payment.

6. Intellectual Property

  • Pre-existing IP: We retain all rights to our pre-existing intellectual property, including our tools, templates, and core software.
  • Custom Code: Upon full and final payment, you will own the intellectual property rights to the bespoke code and final deliverables created specifically for your project.
  • Licensing: We grant you a perpetual, royalty-free, non-exclusive license to use any of our pre-existing IP that is incorporated into the final deliverables. For our SaaS products, you are granted a limited, non-transferable license to use the service according to its specific terms.
  • Generative AI Outputs: Ownership of AI-generated content (e.g., text, images) is subject to the terms of the underlying AI model provider. We will facilitate the transfer of rights to you where possible, but you are responsible for ensuring your use complies with third-party terms.

7. Confidentiality

Both parties agree to treat all non-public information received from the other party as confidential. This includes business processes, client data, and project details. This obligation survives the termination of this agreement. We will protect your business information with the same degree of care we use for our own confidential data.

8. Data Protection

We process your personal data in accordance with our Privacy Policy, which is available on our website and forms a part of these Terms.

9. Limitation of Liability

To the maximum extent permitted by UK law, our total liability to you for any and all claims arising from this agreement shall not exceed the total fees paid by you to us in the six (6) months preceding the claim. We shall not be liable for any indirect, consequential, or special losses, including loss of profits, data, or business opportunity.

10. Cancellation and Termination

  • You may cancel a project by providing written notice. You will be liable for payment for all work completed up to the date of notice, plus any non-cancellable third-party costs. Deposits are non-refundable.
  • We may terminate this agreement with immediate effect if you commit a material breach of these Terms.
  • Either party may terminate this agreement by providing 30 days' written notice.

11. Refund Policy

Due to the nature of digital services, no refunds are offered for work that has already been completed or delivered. In the case of early termination, any potential part-refund will be assessed on a case-by-case basis, minus the costs for work performed and non-refundable expenses.

12. Governing Law

This agreement and any dispute or claim arising out of it shall be governed by and construed in accordance with the law of England and Wales. The courts of England and Wales shall have exclusive jurisdiction.

13. Modifications

We reserve the right to modify these Terms at any time. We will notify you of any material changes. Continued use of our services after such notification will constitute your acceptance of the new terms.