Terms of Service

1. The Service

1.1 Service description

AI Smarty owns and provides a cloud-based artificial intelligence service offering agents for customer support, bookings, sales, and user engagement (the “Service”). Anything the Customer (including Users) configures, customises, uploads, or otherwise utilises through the Service is considered a “User Submission.” Customer is solely responsible for all User Submissions it contributes to the Service. Additional terms regarding User Submissions, including ownership, are in Section 10.2 below. The Service may include templates, scripts, documentation, and other materials that assist Customers in using the Service (“AI Smarty Content”). Customers will not receive or have access to the underlying code or software of the Service (collectively, the “Software”) nor receive a copy of the Software itself.

1.2 Customer’s subscription

Subject to the terms of this Agreement, Customer may purchase a subscription to, and has the right to access and use, the Service as specified in one or more ordering screens agreed upon by the parties through AI Smarty’s website or service portal that reference this Agreement and describe the business terms related to Customer’s subscription (“Order(s)”). All subscriptions are for the period described in the applicable Order (“Subscription Period”). Use of and access to the Service is permitted only for individuals authorised by the Customer and solely for Customer’s own internal business purposes, not for the benefit of any third party (“Users”).

1.3 AI Smarty’s ownership

AI Smarty owns the Service, Software, AI Smarty Content, Documentation, and anything else provided by AI Smarty to the Customer (collectively, the “AI Smarty Materials”). AI Smarty retains all rights, title, and interest (including all intellectual property rights) in and to the AI Smarty Materials, all related and underlying technology, and any updates, enhancements, modifications, or fixes thereto. No implied licences are granted under this Agreement, and any rights not expressly granted to the Customer are reserved by AI Smarty.

1.4 Permissions

The Service includes customisable settings allowing Users to grant permissions to other Users to perform various tasks within the Service (“Permissions”). It is solely the Customer’s responsibility to set and manage all Permissions, including determining which Users can set such Permissions. AI Smarty has no responsibility for managing Permissions and no liability for Permissions set by the Customer and its Users. The Customer may provide access to the Service to its Affiliates, in which case all rights granted and obligations incurred under this Agreement shall extend to such Affiliates. The Customer represents and warrants it is fully responsible for any breaches of this Agreement by its Affiliates and has the authority to negotiate this Agreement on behalf of its Affiliates. The Customer is also responsible for all payment obligations under this Agreement, regardless of whether the use of the Service is by the Customer or its Affiliates. An “Affiliate” of a party means any entity directly or indirectly controlling, controlled by, or under common control with that party, where “control” means the ownership of more than fifty percent (50%) of the voting shares or other equity interests.

2. Restrictions

2.1 Customer’s responsibilities

The Customer is responsible for all activity on its account and those of its Users, except where such activity results directly from a material security breach of the Service caused by AI Smarty’s failure to implement reasonable security measures. The Customer will ensure its Users are aware of and comply with the obligations and restrictions in this Agreement, bearing responsibility for any breaches by a User.

2.2 Use restrictions

The Customer agrees not to, and not to permit Users or third parties to, directly or indirectly:

• (a) modify, translate, copy, or create derivative works based on the Service;
• (b) reverse engineer, decompile, or attempt to discover the source code or underlying ideas of the Service, except as permitted by law;
• (c) sublicense, sell, rent, lease, distribute, or otherwise commercially exploit the Service;
• (d) remove proprietary notices from the Service;
• (e) use the Service in violation of laws or regulations;
• (f) attempt unauthorised access to or disrupt the Service;
• (g) use the Service to support products competitive to AI Smarty;
• (h) test the Service’s vulnerability without authorisation;
• (i) use the Service to generate, distribute, or promote unlawful, harmful, misleading, or abusive content, including spam, fraud, or deceptive practices.

If the Customer’s use of the Service significantly harms AI Smarty or the Service’s security or integrity, AI Smarty may suspend access to the Service, taking reasonable steps to notify the Customer and resolve the issue promptly.

2.3 API access restrictions

AI Smarty may provide access to APIs as part of the Service. AI Smarty reserves the right to set and enforce usage limits on the APIs, and the Customer agrees to comply with such limits. AI Smarty may also suspend or terminate API access at any time.

3. Third-Party Services

The Service may interface with third-party products, services, or applications that are not owned or controlled by AI Smarty (“Third-Party Services”). Customers have the discretion to utilise these Third-Party Services in conjunction with our Service. Should the integration of the Service with any Third-Party Service be required, customers may authorise AI Smarty to access Third-Party Services via secure authentication methods (such as OAuth), without sharing login credentials directly with AI Smarty solely for the purpose of enabling AI Smarty to deliver its Service. Customers affirm that they have the authority to provide such information without violating any terms and conditions governing their use of the Third-Party Services. AI Smarty does not endorse any Third-Party Services. Customers acknowledge that this Agreement does not cover the use of Third-Party Services, and they may need to enter into separate agreements with the providers of these services. AI Smarty expressly disclaims all representations and warranties concerning Third-Party Services. If the Customer is acting as a consumer, nothing in this Agreement affects their statutory rights under applicable consumer protection laws. Customers must direct any warranty claims or other disputes directly to the providers of the Third-Party Services. The use of Third-Party Services is at the customer’s own risk. AI Smarty shall not be liable for any issues arising from the use or inability to use Third-Party Services.

4. Financial Terms

4.1 Fees

Customers are required to pay for access to and use of the Service as detailed in the applicable order (“Fees”). All Fees will be charged in the currency stated in the order or, if no currency is specified, in GBP (pounds sterling). Payment obligations are non-cancellable and, except as explicitly stated in this Agreement, Fees are non-refundable. AI Smarty reserves the right to modify its Fees or introduce new fees at its discretion. Customers have the option not to renew their subscription if they disagree with any revised fees.

4.2 Payment

AI Smarty, either directly or through its third-party payment processor (“Payment Processor”), will bill the customer for the Fees using the credit card or ACH payment information provided by the customer. AI Smarty reserves the right to charge the customer’s credit card or ACH payment method for any services provided under the order, including recurring Fees. It is the customer’s responsibility to ensure that AI Smarty has current and accurate credit card or ACH payment information. Failure to provide accurate information may lead to a suspension of access to the Services. If the customer pays through a Payment Processor, such transactions will be subject to the Payment Processor’s terms, conditions, and privacy policies, in addition to this Agreement. AI Smarty is not responsible for errors or omissions by the Payment Processor. If the customer authorises, through accepting an order, recurring charges will be automatically applied to the customer’s payment method without further authorisation until the customer terminates this Agreement or updates their payment method.

The Customer agrees not to initiate unjustified chargebacks or payment disputes. AI Smarty reserves the right to contest such disputes and recover all associated costs, including administrative fees and payment processor penalties, to the extent permitted by law.

4.3 Taxes

Fees do not include any taxes, levies, duties, or similar governmental assessments, including value-added tax (VAT), sales tax, use tax, or withholding taxes imposed by any jurisdiction (collectively, “Taxes”). Customers are responsible for paying all applicable Taxes associated with their purchases of the Services.

Where required by law, AI Smarty will charge and collect VAT or other applicable Taxes. This may include:

• UK customers: VAT will be charged at the applicable UK rate.
• EU customers (B2C): VAT will be charged at the rate applicable in the customer’s country of residence.
• EU customers (B2B): VAT may be reverse charged where a valid VAT number is provided and verified.
• Customers outside the UK and EU (including the United States): Taxes will generally not be charged by AI Smarty, unless required by local law.

If AI Smarty is required to collect or pay Taxes on behalf of the customer, such Taxes will be added to the invoice unless the customer provides a valid tax exemption certificate or valid VAT registration number (where applicable) prior to billing. Customers are responsible for providing accurate billing and tax information, including country of residence and VAT registration details. For clarity, AI Smarty is solely responsible for taxes based on its own income, property, and employees.

4.4 Failure to pay

If a customer fails to pay any Fees when due, AI Smarty may suspend access to the Service until overdue amounts are paid. AI Smarty is authorised to attempt charging the customer’s payment method multiple times if an initial charge is unsuccessful. If a customer believes they have been incorrectly billed, they must contact AI Smarty within sixty (60) days from the first billing statement showing the error to request an adjustment or credit.

5. Term and Termination

5.1 Agreement term and renewals

Subscriptions to access and use AI Smarty’s service (“Service”) commence on the start date specified on the applicable Order (“Subscription Start Date”) and continue for the duration of the Subscription Period. Customers may opt not to renew their Subscription Period by notifying AI Smarty at [email protected] (provided that AI Smarty confirms such cancellation in writing) or by modifying their subscription through the Customer’s account settings within the Service. This Agreement takes effect on the first day of the Subscription Period and remains effective for the duration of the Subscription Period stated on the Order, including any renewals (“Term”). If this Agreement is terminated by either party, it will automatically terminate all Orders.

5.2 Termination

Either party may terminate this Agreement with written notice to the other party if the other party materially breaches this Agreement and such breach is not cured within thirty (30) days after receipt of such notice.

5.3 Effect of termination

If the Customer terminates this Agreement due to an uncured breach by AI Smarty, AI Smarty will refund any unused, prepaid Fees for the remainder of the then-current Subscription Period. If AI Smarty terminates this Agreement due to an uncured breach by the Customer, the Customer will pay any unpaid Fees, and AI Smarty reserves the right to charge for the remainder of the then-current Subscription Period to the extent permitted by applicable law. No termination will relieve the Customer of the obligation to pay any Fees payable to AI Smarty for the period prior to the effective date of termination. Upon termination, all rights and licences granted by AI Smarty will cease immediately, and the Customer will lose access to the Service. Within thirty (30) days of termination for cause, upon the Customer’s request, or if the Customer deletes its workspace within the Service, AI Smarty will delete the Customer’s User Information, including passwords, files, and submissions, unless retention is required by law or reasonably necessary for billing, audit, or dispute resolution purposes. AI Smarty may delete all User Submissions and User Information if an account remains inactive for more than one (1) year.

5.4 Survival

Sections titled “AI Smarty’s Ownership”, “Third-Party Services”, “Financial Terms”, “Term and Termination”, “Warranty Disclaimer”, “Limitation of Liability”, “Confidentiality”, “Data” and “General Terms” will survive any termination or expiration of this Agreement.

6. Warranties and Disclaimers

6.1 Warranties

Customers represent and warrant that all User Submissions submitted by Users comply with all applicable laws, rules, and regulations.

6.2 Warranty disclaimer

7. Limitation of Liability

8. Indemnification

The Customer agrees to defend, indemnify, and hold harmless AI Smarty, its directors, officers, employees, and affiliates from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to:

• (a) the Customer’s or its Users’ use of the Service;
• (b) any User Submissions;
• (c) any breach of this Agreement; or
• (d) any violation of applicable laws or third-party rights.

AI Smarty reserves the right to assume the exclusive defence and control of any matter subject to indemnification, and the Customer agrees to cooperate with such defence.

9. Confidentiality

9.1 Definition

Each party (the “Receiving Party”) recognises that the other party (the “Disclosing Party”) may share business, technical, or financial information pertaining to the Disclosing Party’s operations that, due to the nature of the information and the context of disclosure, is reasonably considered confidential (“Confidential Information”). For AI Smarty, Confidential Information includes non-public details about features, functionality, and performance of the Service. For Customers, Confidential Information comprises User Information and User Submissions. This Agreement, along with all related Orders, is considered Confidential Information of both parties. Confidential Information does not include information that: (a) becomes publicly available without breaching any duty to the Disclosing Party; (b) was known to the Receiving Party before disclosure; (c) is received from a third party without breaching any duty; or (d) was independently developed by the Receiving Party without using the Disclosing Party’s Confidential Information.

9.2 Protection and use of confidential information

The Receiving Party must:

• (a) protect the Disclosing Party’s Confidential Information with at least the same degree of care it uses for its own similar information, but no less than a reasonable level of care;
• (b) restrict access to Confidential Information to personnel, affiliates, subcontractors, agents, consultants, legal advisors, financial advisors, and contractors (“Representatives”) who need this information in relation to this Agreement and who are bound by confidentiality obligations similar to those in this Agreement;
• (c) not disclose any Confidential Information to third parties without prior written consent from the Disclosing Party, except as expressly stated herein; and
• (d) use the Confidential Information solely to fulfil obligations under this Agreement.

9.3 Compelled access or disclosure

If required by law, the Receiving Party may access or disclose the Disclosing Party’s Confidential Information, provided that it notifies the Disclosing Party in advance (when legally permissible) and offers reasonable help, at the Disclosing Party’s expense, if the Disclosing Party wants to contest the disclosure.

9.4 Feedback

Customers may occasionally offer feedback on the Service (“Feedback”). AI Smarty may choose to incorporate this Feedback into its services. Customers grant AI Smarty a royalty-free, worldwide, perpetual, irrevocable, fully transferable, and sublicensable licence to use, disclose, modify, create derivative works from, distribute, display, and exploit any Feedback as AI Smarty sees fit, without any obligation or restriction, except for not identifying the Customer as the source of Feedback.

9.5 Security and data incidents

AI Smarty implements reasonable and appropriate technical and organisational measures designed to protect Customer Data against unauthorised access, loss, misuse, or alteration. However, no system is completely secure, and AI Smarty does not guarantee that unauthorised access, data breaches, or other security incidents will never occur.

In the event of a confirmed data breach affecting Customer Data, AI Smarty will take reasonable steps to investigate, mitigate, and notify affected Customers in accordance with applicable data protection laws.

10. Data

10.1 User information

Customers and their Users must provide information like names, email addresses, usernames, IP addresses, browsers, and operating systems (“User Information”) to access the Service. Customers authorise AI Smarty and its subcontractors to store, process, and retrieve User Information as part of the Service usage. Customers guarantee they have the necessary rights to provide User Information to AI Smarty for processing as described in this Agreement. Customers are liable for their User Information and any unauthorised use of their credentials.

10.2 User submissions

Customers grant AI Smarty a non-exclusive, worldwide, royalty-free, transferable licence to use, process, and display User Submissions solely to provide the Service. Beyond the rights granted here, Customers retain all rights to User Submissions, with no implied licences under this Agreement.

10.3 Service data

AI Smarty collects data on Service performance and operation (“Service Data”) as Customers use the Service. Provided Service Data is aggregated and anonymised, without disclosing any personal information, AI Smarty can use this data freely. AI Smarty owns all rights to Service Data, but will not identify Customers or Users as its source.

10.4 Data protection

AI Smarty maintains reasonable security practices to protect Customer Data, including User Submissions and User Information. Customers are responsible for securing their systems and data. AI Smarty processes all Customer Data in accordance with its Data Processing Agreement.

11. General Terms

11.1 Publicity

With prior written consent from the Customer, AI Smarty is allowed to identify the Customer and use and display the Customer’s name, logo, trademarks, or service marks on AI Smarty’s website and in AI Smarty’s marketing materials.

11.2 Force majeure

AI Smarty shall not be liable for any failure or delay in performing its obligations hereunder caused by events beyond its reasonable control, including but not limited to failures of third-party hosting or utility providers, strikes (excluding those involving AI Smarty’s employees), riots, fires, natural disasters, wars, terrorism, or government actions.

11.3 Changes

AI Smarty acknowledges that its service is an evolving, subscription-based product. AI Smarty reserves the right to make modifications to the Service. AI Smarty commits to not materially reducing the core functionality provided to Customers. AI Smarty may modify the terms of this Agreement unilaterally, provided that Customers are notified at least thirty (30) days before such changes take effect, with changes posted prominently on the AI Smarty website.

11.4 Relationship of the parties

This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between AI Smarty and the Customer. Both parties are independent contractors.

11.5 No third-party beneficiaries

This Agreement is strictly between AI Smarty and the Customer. It is not intended to benefit any third party, nor shall any third party have the right to enforce any of its terms, directly or indirectly.

11.6 Email communications

Notices under this Agreement will be communicated via email, although AI Smarty may choose to provide notices through the Service instead. Notices to AI Smarty must be directed to a designated AI Smarty email; notices to Customers will be sent to the email addresses provided by them through the Service. Notices are considered delivered the next business day after emailing or the same day if provided through the Service.

11.7 Amendment and waivers

No modifications to this Agreement will be effective unless in writing and signed or acknowledged by authorised representatives of both parties. Neither party’s delay or failure to exercise any right under this Agreement will be deemed a waiver of that right. Waivers must be in writing and signed by the party granting the waiver.

11.8 Severability

Should any provision of this Agreement be found unlawful or unenforceable by a court, it will be modified to the minimum extent necessary to make it lawful or enforceable, while the remaining provisions continue in full effect.

11.9 Assignment

Neither party may assign or delegate their rights or obligations under this Agreement without the other party’s prior written consent, except that AI Smarty may do so without consent in cases of mergers, acquisitions, corporate reorganisations, or sales of substantially all assets.

11.10 Governing law and venue

This Agreement shall be governed by and construed in accordance with the laws of England and Wales. The courts of England and Wales shall have exclusive jurisdiction to resolve any disputes arising under this Agreement.

11.11 Entire agreement

This Agreement, including any referenced documents and Orders, constitutes the full agreement between AI Smarty and the Customer, superseding all prior discussions, agreements, and understandings of any nature.