Terms of Service

1. Introduction & Acceptance

Welcome to Be AI Assist Ltd. These Terms of Service ("Terms") constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you” or “Client”) and Be AI Assist Ltd ("we," "us," or "our"), concerning your access to and use of the beaiassist.com website and our related AI automation and consultancy services (collectively, the “Services”).

2. Description of Services

We provide bespoke AI agent and automation consultancy services for small and medium-sized businesses (SMBs). Our services include business process automation, conversational AI solutions, and systems integration. Our services are delivered through "Core Packages" (e.g., Foundation, Accelerator, Dominator) and optional "Partnership Tier" add-ons. A detailed description is available on our Site.

3. Client Responsibilities & Prohibited Conduct

As a client, you agree to:

• Provide us with timely access to necessary systems, data, and personnel required to perform the Services.
• Ensure that any data you provide to us or instruct us to process is accurate and that you have the legal right to use and share it.
• Use the Services only for lawful purposes and in accordance with these Terms.

You agree not to use the Services to build a competitive product, reverse engineer our solutions, or transmit any unlawful or malicious data.

4. Fees, Subscriptions & Payments

4.1. Fees and Payment Process

• One-Time Implementation Fee: All services require a non-refundable, one-time Implementation Fee, paid upfront. This fee covers the initial discovery, strategy, development, and implementation of your automation package.
• Subscription Activation: Upon payment of the Implementation Fee, you will receive instructions to set up your recurring Monthly Subscription. You must complete this setup within seven (7) days. Commencement of the project is contingent on a successful subscription setup.
• Cancellation for Non-Activation: If the subscription is not activated within thirty (30) days of the initial payment, we reserve the right to cancel the project. In such an event, the Implementation Fee is non-refundable, and the first month's subscription fee plus any accrued late fees will remain due.

4.2. Core Package Subscription Terms

• Contract Term: Subscriptions for our Core Packages (Foundation, Accelerator, Dominator) operate on a three (3) month rolling contract basis.
• Cancellation Policy: To cancel your Core Package subscription, you must provide written notice to us at least seven (7) days before your 3-month renewal date. Failure to do so will result in the automatic renewal of your subscription for another 3-month term.

4.3. Partnership Tier (Add-on) Subscription Terms

• Contract Term: Optional Partnership Tiers (Performance, Strategic) are considered add-on services and operate on a one (1) month rolling subscription basis.
• Cancellation Policy: To cancel an add-on subscription, you must provide written notice at least twenty-four (24) hours before your monthly renewal date.

4.4. General Billing and Taxes

• Billing Commencement: Your first monthly subscription payment will be due one (1) month after your one-time Implementation Fee is paid.
• Fees & Taxes: All prices listed on our Site are exclusive of VAT, which will be added to your invoice where applicable. We reserve the right to change our fees with 30 days' prior notice to you.
• Payment Method: All recurring and one-time fees will be processed through the payment details you provide upon enrollment.

4.5. Late Payments

• Delinquency: Subscription fees are due on the renewal date. If payment is not successfully processed, your account will be considered delinquent after a grace period of seven (7) days.
• Late Fee: A late fee may be applied to any invoice that remains unpaid beyond the grace period.
• Service Suspension: We reserve the right to suspend all Services if an account remains delinquent for more than fourteen (14) days. We will provide written notice before suspending the service. Services will be reinstated upon receipt of all outstanding payments, including any late fees.

5. Service Levels & Support

We will use commercially reasonable efforts to ensure the Services are available and operational. Support will be provided in accordance with the terms of your chosen Core Package and any active Partnership Tier, as detailed on our Site. We do not guarantee uninterrupted service, and scheduled maintenance may be required, for which we will provide advance notice where practicable.

6. Confidentiality

Both parties agree to treat all non-public information received from the other party as confidential. This includes business processes, client data, and proprietary information. We will not disclose your confidential information to any third party except as necessary to provide the Services (e.g., to sub-processors under a duty of confidentiality) or as required by law.

7. Intellectual Property & Client Data

7.1. Our IP

Unless otherwise indicated, the Site and our core methodologies are our proprietary property. While you retain full ownership of your pre-existing data, we retain all rights to the underlying automation workflows, scripts, and proprietary processes we create. Upon full and final payment for a service term, you are granted a perpetual, worldwide, non-exclusive license to use the specific automation workflows we build for your internal business operations.

7.2. Your Data

You hereby grant Be AI Assist a worldwide, non-exclusive, royalty-free license to use, reproduce, and modify your Client Data solely for the purpose of providing the Services to you.

7.3. Feedback

If you provide us with any feedback, suggestions, or ideas regarding the Services ("Feedback"), you grant us a worldwide, perpetual, irrevocable, royalty-free license to use, incorporate, and otherwise exploit such Feedback for any purpose without any obligation or compensation to you.

8. Publicity & Marketing Rights

You grant Be AI Assist a limited, revocable, worldwide, royalty-free license to use your company name and logo on our Site and in our marketing materials for the sole purpose of identifying you as a client. You may revoke this right at any time by providing written notice to us, and we will remove your name and logo from our marketing materials within a reasonable period.

9. Third-Party Links & Services

The Site may contain links to third-party websites or services that are not owned or controlled by us. We have no control over, and assume no responsibility for, the content, privacy policies, or practices of any third-party websites or services. You further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such websites or services.

10. Disclaimer of Warranties

The Services are provided on an "AS IS" and "AS AVAILABLE" basis. We expressly disclaim all warranties of any kind, whether express or implied, including, but not to, the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not guarantee any specific business outcomes or ROI from the use of our Services.

11. Limitation of Liability

In no event will we or our directors, employees, or agents be liable to you or any third party for any direct, indirect, consequential, exemplary, incidental, special, or punitive damages, including lost profit, lost revenue, loss of data, or other damages arising from your use of the site or our services, even if we have been advised of the possibility of such damages. Our total liability to you for any cause whatsoever will at all times be limited to the amount paid, if any, by you to us during the three (3) month period prior to any cause of action arising.

12. Indemnification

You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable legal fees and expenses, made by any third party due to or arising out of your use of the Services or your breach of these Terms.

13. Suspension and Termination

13.1. Suspension

We reserve the right to suspend access to the Services without liability if you are in breach of these Terms, including for failure to pay fees due, as outlined in Section 4.5.

13.2. Termination

We may terminate or suspend your subscription and access to the Services immediately, without prior notice, for any material breach of these Terms, including prolonged non-payment. You may terminate your subscription in accordance with the cancellation policy in Section 4. Upon termination, your right to use the Services will cease, and we will proceed with data deletion as outlined in our DPA.

14. Force Majeure

Neither party shall be liable for any failure or delay in performance under these Terms for the period that such failure or delay is due to causes beyond its reasonable control, including but not to acts of God, war, strikes or labor disputes, embargoes, government orders or any other force majeure event.

15. Notices

All notices, requests, demands, and other communications under these Terms must be in writing and sent to the email addresses specified by each party. Notices to Be AI Assist must be sent to customersupport@beaiassist.com and will be deemed given on the day of transmission.

16. Dispute Resolution

These Terms and your use of the Site and Services are governed by and construed in accordance with the laws of England and Wales. The parties agree to attempt to resolve any dispute amicably through good-faith negotiation. If a resolution cannot be reached, the parties agree to submit to the exclusive jurisdiction of the courts of England and Wales.

17. Amendments to Terms

We reserve the right, in our sole discretion, to make changes or modifications to these Terms of Service at any time and for any reason. We will alert you about any changes by updating the “Last Updated” date of these Terms of Service, and you waive any right to receive specific notice of each such change. It is your responsibility to periodically review these Terms to stay informed of updates. Your continued use of the Site after the date such revised Terms are posted will be deemed to have been made aware of and to have accepted the changes.

18. General Provisions

• Entire Agreement: These Terms, along with our Privacy Policy, Cookie Policy, and DPA, constitute the entire agreement between you and us.
• Relationship of the Parties: Nothing in these Terms shall be construed to create a partnership, joint venture, agency, or employer-employee relationship. Be AI Assist Ltd is an independent contractor providing services to you.
• Assignment: Neither party may assign any of its rights or delegate any of its obligations hereunder without the prior written consent of the other party.
• No Exclusivity: The parties acknowledge that this agreement is non-exclusive. Both parties are free to enter into similar agreements with other parties.
• Severability: If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Terms will otherwise remain in full force and effect.
• Waiver: No waiver of any term shall be deemed a further or continuing waiver of such term or any other term.
• Survival: The following sections shall survive the termination or expiration of this Agreement: Confidentiality, Intellectual Property & Client Data, Disclaimer of Warranties, Limitation of Liability, Indemnification, Dispute Resolution, and General Provisions.

19. Privacy and Data Processing Consent

20. Contact Us

In order to resolve a complaint regarding the Services or to receive further information, please contact us at: customersupport@beaiassist.com.