Terms & Conditions

1. Definitions

"Agreement" means these Terms and Conditions together with any Statement of Work, Order Form, or Proposal accepted by the Client.

"Applegate AI" means Applegate Business Services Ltd, incorporated in England and Wales, trading as Applegate AI.

"Client" means the business entity or individual that has engaged Applegate AI for the provision of Services, as identified in the relevant Statement of Work or Order Form.

"Commencement Date" means the date on which the Services formally begin, as specified in the Statement of Work or, in the absence of such specification, the date on which Applegate AI first begins performing the Services.

"Confidential Information" means any non-public information disclosed by either party in connection with this Agreement, whether oral, written, or electronic, that is designated as confidential or reasonably should be understood to be confidential.

"Deliverables" means any work product, automation, chatbot, voice agent, workflow, report, documentation, or other output produced by Applegate AI for the Client under a Statement of Work.

"Fees" means the charges payable by the Client for the Services as set out in the Statement of Work or Order Form.

"Indicative Timeline" means any projected or estimated delivery schedule communicated by Applegate AI, provided for planning purposes only and not constituting a contractual commitment of any kind.

"Retainer" means the monthly recurring engagement model under which Applegate AI provides ongoing Services to the Client in exchange for a fixed monthly Fee.

"Service Credit" means a discretionary, non-cash account credit applied solely at Applegate AI’s election, which may be offset against future invoices and which shall not constitute a refund, monetary payment, or admission of liability.

"Services" means the AI automation services provided by Applegate AI to the Client, including the design, development, deployment, and maintenance of chatbots, voice agents, and workflow automation systems, as described in the applicable Statement of Work.

"Statement of Work" / "SOW" means a document agreed between the parties setting out the scope, deliverables, Indicative Timeline, and Fees applicable to a particular engagement.

"Third-Party Tools" means software, platforms, APIs, or services provided by parties other than Applegate AI that are incorporated into the delivery of the Services, including but not limited to Anthropic, OpenAI, Make.com, Vapi.ai, Twilio, and Airtable.

2. Scope and Nature of Services

2.1 Applegate AI agrees to provide the Services to the Client in accordance with this Agreement and the applicable Statement of Work.

2.2 In the event of any conflict between this Agreement and a Statement of Work, the Statement of Work shall prevail to the extent of the inconsistency.

2.3 All timelines, delivery dates, milestones, and project schedules are Indicative Timelines only. Time shall not be of the essence in relation to the delivery of any Services or Deliverables.

2.4 Any changes to the agreed scope must be agreed in writing by both parties prior to implementation. Applegate AI reserves the right to charge additional Fees for all scope changes.

2.5 The Services are provided on a reasonable endeavours basis only. Applegate AI gives no warranty as to the achievement of any specific outcome, result, performance metric, revenue uplift, or business objective.

2.6 The Client acknowledges that AI automation services involve iterative development, dependency on third-party platforms, and inherent technical variability. Delays and revisions are a normal characteristic of such engagements and shall not constitute breach of this Agreement.

3. Retainer Engagement

3.1 Where the Client engages Applegate AI on a Retainer basis, the Client agrees to pay the monthly Retainer Fee in advance on the date specified in the Statement of Work.

3.2 Work falling outside the agreed scope is subject to separate agreement and additional Fees.

3.3 Unused retainer capacity in any given month does not accumulate, roll over, or create any entitlement or credit in subsequent months.

3.4 Either party may terminate the Retainer by providing a minimum of 30 days’ written notice. The full monthly Fee remains payable in respect of any month falling within the notice period.

3.5 Applegate AI reserves the right to adjust the monthly Retainer Fee on 30 days’ written notice. The Client’s continued engagement following the notice period shall constitute acceptance of the revised Fee.

4. Fees and Payment

4.1 All Fees are agreed in advance and are not contingent on the achievement of any outcome or deliverable unless explicitly stated in a signed Statement of Work.

4.2 Invoices are issued monthly in advance for Retainer engagements. Payment is due within 14 days of the invoice date.

4.3 Applegate AI reserves the right to charge statutory interest on overdue invoices at 8% per annum above the Bank of England base rate, pursuant to the Late Payment of Commercial Debts (Interest) Act 1998.

4.4 All Fees are quoted exclusive of VAT. VAT will be added to invoices at the prevailing rate.

4.5 Applegate AI reserves the right to suspend all Services where any invoice remains unpaid beyond 21 days of the due date. The Retainer Fee continues to accrue during any period of suspension resulting from the Client’s non-payment.

4.6 The Client may not withhold, set off, or deduct any amount from Fees payable to Applegate AI without prior written consent.

5. Client Obligations

5.1 The Client agrees to provide timely access to all information, systems, personnel, and resources reasonably required to deliver the Services. Failure to do so may result in delays for which Applegate AI accepts no liability.

5.2 The Client is responsible for ensuring that all materials, data, or content provided do not infringe the Intellectual Property Rights of any third party and do not contain unlawful content.

5.3 The Client shall provide feedback and approvals within agreed timeframes. Any resulting rework due to late responses shall be chargeable at Applegate AI’s standard rates.

5.4 The Client is solely responsible for ensuring that AI-powered systems deployed through the Services comply with all applicable laws and regulations in every jurisdiction in which they operate.

5.5 The Client agrees to use the Services and Deliverables in accordance with the Acceptable Use Policy, which forms part of this Agreement.

6. Intellectual Property

6.1 Pre-Existing IP: Each party retains full ownership of all Intellectual Property Rights in materials, tools, methodologies, and processes owned by or licensed to that party prior to this Agreement.

6.2 Deliverables: Subject to receipt of full and cleared payment of all Fees, Applegate AI assigns to the Client the Intellectual Property Rights in bespoke Deliverables created specifically for the Client. This assignment does not extend to any underlying tools, frameworks, code libraries, prompt architectures, automation blueprints, or Applegate AI’s proprietary systems and methodologies.

6.3 Applegate AI Tools: Applegate AI retains full ownership of all proprietary tools, templates, code libraries, prompt frameworks, and methodologies. Applegate AI grants the Client a non-exclusive, non-transferable licence to use such elements solely to operate the Deliverables for the Client’s own internal business purposes. This licence terminates automatically upon termination of this Agreement.

6.4 Third-Party IP: Where Services incorporate Third-Party Tools, the relevant third-party terms apply. The Client is responsible for maintaining any licences required to continue using Third-Party Tools following termination.

7. Confidentiality

7.1 Each party agrees to hold the other’s Confidential Information in strict confidence and not to disclose it to any third party without prior written consent.

7.2 Each party agrees to use the other’s Confidential Information solely for the purposes of this Agreement.

7.3 Confidentiality obligations do not apply to information that is publicly available through no fault of the receiving party; already known to the receiving party; independently developed; or required to be disclosed by law.

7.4 These obligations survive termination for three years.

8. Data Protection

8.1 Each party shall comply with all applicable data protection legislation, including UK GDPR and the Data Protection Act 2018.

8.2 Where Applegate AI processes personal data on behalf of the Client, Applegate AI acts as Data Processor and the Client acts as Data Controller. The parties’ obligations are governed by the Data Processing Agreement, which forms part of this Agreement.

8.3 The Client warrants that it holds all necessary consents, lawful bases, and permissions required to share personal data with Applegate AI for the purposes of the Services.

9. Limitation of Liability

9.1 Nothing in this Agreement limits or excludes liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any liability that cannot be excluded by law.

9.2 Subject to clause 9.1, Applegate AI’s total aggregate liability shall not in any circumstances exceed the total Fees actually paid by the Client in the three calendar months immediately preceding the event giving rise to the claim.

9.3 Applegate AI shall have no liability for: loss of profits; loss of revenue or anticipated revenue; loss of business or business opportunity; loss or corruption of data; loss of anticipated savings; loss of goodwill; wasted management time; or any indirect, special, or consequential loss of any nature.

9.4 Applegate AI accepts no liability for any failure, delay, change in behaviour, deprecation, or discontinuation of any Third-Party Tool or platform used in the delivery of the Services.

9.5 Applegate AI accepts no liability for any loss arising from the Client’s reliance on AI-generated outputs without adequate human review, validation, or oversight.

10. Warranties

10.1 Each party warrants it has full authority to enter into this Agreement.

10.2 Applegate AI warrants it will perform the Services with reasonable skill and care.

10.3 Save as expressly set out in this Agreement, all warranties, conditions, and terms implied by statute or common law are excluded to the fullest extent permitted by applicable law.

11. Termination

11.1 Either party may terminate this Agreement on written notice if the other commits a material breach and fails to remedy it within 14 days of written notice; enters administration, liquidation, or insolvency proceedings; or ceases to carry on business.

11.2 Applegate AI may terminate or suspend Services immediately on written notice for non-payment of any invoice beyond 21 days of the due date.

11.3 On termination: all outstanding Fees to the date of termination are immediately due and payable; the Client’s licence to use Applegate AI’s tools and methodology terminates immediately; each party shall return or destroy the other’s Confidential Information as requested; and Applegate AI shall have no obligation to provide transition assistance beyond 14 days.

11.4 The following clauses survive termination: 6 (Intellectual Property), 7 (Confidentiality), 8 (Data Protection), 9 (Limitation of Liability), and 13 (General).

12. Force Majeure

Applegate AI shall not be in breach of this Agreement or liable for any delay or failure to perform its obligations where such delay or failure results from circumstances beyond its reasonable control, including acts of God, pandemic, government action, third-party platform failure, or internet outages.

13. General

• Entire Agreement — This Agreement constitutes the entire agreement between the parties and supersedes all prior representations, negotiations, and agreements.
• Variation — No amendment is effective unless made in writing and signed by both parties.
• Waiver — Failure to exercise any right shall not constitute a waiver of that right.
• Severability — If any provision is unenforceable, the remaining provisions continue in full force.
• No Set-Off — The Client waives any right to set off amounts claimed against Applegate AI against Fees payable.
• Assignment — The Client may not assign any rights or obligations without Applegate AI’s prior written consent. Applegate AI may assign its rights to any successor or group company.
• Notices — All formal notices shall be in writing and delivered by email to [email protected].
• Governing Law — This Agreement is governed by the laws of England and Wales. Each party submits to the exclusive jurisdiction of the courts of England and Wales.