This Public Offer and Terms of Service Agreement (“Agreement”) is a legally binding contract between:
AI SOFTSERVICE CORP LTD, a company registered in England and Wales (hereinafter “Provider” or “we” or “us”),
and
any individual or legal entity (“Merchant”, “Client” or “you”) who accepts these Terms by clicking “I Agree”, “Accept”, or similar method selecting services or otherwise indicating acceptance of these Terms (hereinafter “Effective Date”).
1. Definitions
Defined terms used in this Agreement shall have the following meanings:
1.1 “Services” — the services selected by Merchant from Provider’s offerings (e.g. software / platform access / IT support / any other service) as detailed in the Order Form or corresponding section of Provider’s website.
1.2 “Order” — the selection by Merchant of specific Services, subscription tier, payment plan, or any add-ons, via Provider’s website or otherwise agreed in writing.
1.3 “Confidential Information” — all business, technical, financial or strategic information disclosed by one party to the other, that is marked confidential or which a reasonable person would consider confidential.
1.4 “Data Protection Laws” — means UK and EU laws regarding protection of personal data, including the UK Data Protection Act, the EU General Data Protection Regulation (GDPR) and any other applicable privacy laws.
1.5 “Personal Data” — as defined in Data Protection Laws.
1.6 “Term” — period from Effective Date until terminated according to this Agreement.
2. Services & Order Acceptance
2.1 The Merchant places an Order by selecting Services via Provider’s website or other means as specified.
2.2 Provider reserves the right to accept or reject any Order for any reason (including but not limited to creditworthiness, regulatory compliance). If rejected, Provider shall notify Client and refund any payments if already made.
2.3 Once accepted, Provider shall deliver the Services in accordance with the Order details and these Terms.
3. Fees, Payment & Billing
3.1 Merchant shall pay fees specified in the Order, in the currency and via the payment method chosen.
3.2 All fees are payable in advance (unless otherwise agreed) and non-refundable except as expressly provided in this Agreement.
3.3 Provider may increase fees upon renewal, provided that at least 30 days prior written notice is given to Merchant.
3.4 Late payments: interest at the rate of 4% per annum above the Bank of England base rate will apply on any overdue amount, until paid.
4. Term and Termination
4.1 This Agreement begins on the Effective Date and continues until terminated.
4.2 Either party may terminate:
by Merchant: upon giving 30 days written notice (if subscription/ongoing service) or immediately if Provider materially breaches and does not cure within 14 days of notice.
by Provider: in case of Merchant’s breach (nonpayment, misuse, illegal activity) immediate termination; or with 30 days notice otherwise.
4.3 Upon termination, Merchant must cease using all Services, and Provider may disable access. Any prepaid fees for unused subscription period may be refunded pro rata (if agreed); otherwise, no refund.
5. Rights & Obligations
5.1 Provider grants Merchant a non-exclusive, non-transferable, revocable license to use the Services as per Order.
5.2 Merchant shall use Services only in compliance with applicable laws, not for illegal or infringing activites.
5.3 Merchant shall provide accurate information, keep credentials safe.
5.4 Provider shall perform Services with reasonable care and skill.
6. Intellectual Property
6.1 All intellectual property rights in the Provider’s software, platform, documentation, and content remain with Provider (or its licensors).
6.2 Merchant acquires no rights except those expressly granted.
6.3 Any content or materials provided by Merchant remain Merchant’s IP, but Provider may use them to the extent necessary to perform the Services.
7. Data Protection & Privacy
7.1 Both parties shall comply with Data Protection Laws.
7.2 Provider is controller/processor (as applicable) of Personal Data processed in performance of Services; details given in Privacy Policy.
7.3 Provider shall implement appropriate technical and organizational measures to protect Personal Data.
7.4 Merchant’s consent required (where applicable) for data processing not strictly necessary for provision of Services.
7.5 Data subject rights: the parties shall assist each other in responding to subject access requests, deletion / correction requests, etc.
8. Confidentiality
8.1 Each party shall treat Confidential Information of the other as strictly confidential and not disclose to third parties except as required by law.
8.2 Obligations survive termination for 3 years (or longer if required by law).
9. Warranties & Disclaimers
9.1 Provider warrants that it will perform Services materially in accordance with the Order and with reasonable care and skill.
9.2 Except where prohibited by law, no other warranty is given; Provider does not guarantee uninterrupted or error-free service.
9.3 Except for fraudulent misrepresentation, Provider’s liability is limited as in section 10.
10. Warranties & Disclaimers
10.1 Neither party shall be liable for indirect or consequential losses, loss of profit, loss of data, except where required by law.
10.2 Provider’s total liability arising under or relating to this Agreement shall not exceed the total fees paid by Merchant in the 12 months preceding the claim.
10.3 Nothing in this Agreement limits liability for death or personal injury caused by negligence, fraud, or other liability which cannot be excluded by applicable law.
11. Compliance, Regulatory & Anti-Money Laundering
11.1 Merchant confirms that it is not involved in illegal activities, sanctions, money laundering; shall comply with provider requests for KYB documents.
11.2 Provider may suspend or terminate service if required by law or to comply with regulatory obligations.
12. Compliance, Regulatory & Anti-Money Laundering
12.1 This Agreement is governed by the laws of England & Wales.
12.2 Any disputes arising from or relating to this Agreement shall be subject to the exclusive jurisdiction of the courts of England & Wales.
13. Notices
13.1 Any notice under this Agreement shall be given in writing, delivered by email to the addresses provided by the parties, or by postal service to registered offices.
13.2 Notices are effective upon receipt, or if postal, 5 business days after posting.
14. Miscellaneous
14.1 Entire Agreement: this Agreement plus the Order and any documents referred to constitute the entire agreement between parties.
14.2 Severability: if any provision is invalid or unenforceable, the remainder shall continue in full force.
14.3 Amendments: Provider may amend these Terms, but changes apply only after giving 30 days notice; continued use of Services after effective date of amendments constitutes acceptance.
14.4 Assignment: Merchant may not assign this Agreement without Provider’s prior written consent; Provider may assign to an affiliate or successor.
14.5 Waiver: failure to enforce any right does not waive that right.
15. Definitions & Interpretation
15.1 Headings do not affect interpretation.
15.2 “Including” means “including but not limited to”.
15.3 Obligations which are expressed to continue after termination survive.
Contact us
If you have any questions regarding these Terms of Use or use of the Website, please contact us by email at: hi@aisoftservice.com
AI SOFTSERVICE CORP LTD
Company number 16637418
Registered office address:
167-169 Great Portland Street, London, England, W1W 5PF