Terms and Conditions
These are the standard terms and conditions of SalesLeadGen, a trading name of Automated AI Workflows Ltd, for the access to and use of its and approved partner’s software (the “Products”) and/or provision of consultancy (the “Services”). These terms and conditions are incorporated into and apply to all our contracts made with you for the provision of our products and services, unless otherwise agreed in writing.
“AAIW” shall mean Automated AI Workflows Ltd, a company registered in England and Wales under number 9447977, whose registered office is 20-22 Wenlock Road, London, N1 7GU.
For the purposes of these terms and conditions, “Contract” shall mean the contract between you and AAIW, comprising these terms and conditions together with the invoice related to your purchase. All rights not expressly granted by the Contract are reserved by AAIW.
The following clauses are applicable to both Products and Services.
INTELLECTUAL PROPERTY AND COPYRIGHT
The Products, and any materials provided during the course of the Services (“Materials”), are proprietary to AAIW and its approved partners and title in and to the Products and Materials shall remain exclusively with AAIW and its approved partners at all times.
The Products and Materials (and any future release or new version of the Products and Materials) embody and are protected by intellectual property rights, including without limitation copyright, design rights, database rights, patents, patentable inventions and know-how, arising throughout the world (“IPR”).
You acknowledge that all IPR in and to the Products belongs exclusively to AAIW and our approved partners and that you shall have no rights in or to the Products and Materials other than the right to use them as expressly set out in the Contract. You will not do anything nor permit anything to be done which may harm any of our IPR (or other proprietary rights), existing at any time in and to the Products and Materials.
All fees and charges are stated exclusive of sales tax (VAT, GST or other sales tax as applicable), which will be added where applicable unless otherwise noted on your invoice. Sales tax shall be paid by you at the rate and in the manner prescribed by law when payment is due. On confirmation of your order, Licence Fees for Products will be invoiced upfront to you based on the duration of the license period. Fees for Services will be invoiced to you as agreed at the time of booking of the Services.
Payment terms are 7 days from the date of receipt of invoice. Instructions for payment will be contained on your invoice. We will not treat any amount as paid until we are in receipt of the full amount due to us in cleared funds. In the event of late payment you will be liable to payment of interest accruing daily at three (3) percentage points above the UK base rate for the time being of HSBC Bank plc from the date when payment first became due until the date of actual payment both before and after any judgement.
All interest is payable to us on demand.
During the term of any contract, and for a period of 12 months thereafter, you will not directly nor indirectly employ or solicit for employment any individuals currently employed by AAIW or its approved partners.
In respect of any breach of this Clause, AAIW, in addition to any other remedies available at law, shall be entitled to recover from you liquidated damages of 35% of the gross annual salary of the individual solicited for employment.
WARRANTIES AND INDEMNITIES
We warrant that we have all necessary rights to deliver the Products and/or Services under this Contract. We warrant that the Products and/or Services will conform in all material respects to specifications published by us and provided to you, that they shall be of satisfactory quality, and fit for the specified purposes for which we are supplying them to you.
We shall indemnify you against any actions, proceedings, losses or damages suffered directly by you as a result of a claim that use of the Products and/or delivery of the Services infringes third-party intellectual property rights provided that: (i) we are given prompt notice of any such claim; (ii) you provide reasonable co-operation to us in the defence and settlement of such claim, at our expense; and (iii) we are given sole authority to defend or settle the claim. In the defence or settlement of any claim we may procure the right for you to continue using the Products and/or Services or Materials, replace or modify the Products and/or Services or Materials so that they become noninfringing or, if such remedies are not reasonably available, terminate the licence of the relevant Products on written notice to you without any additional liability or obligation to pay liquidated damages or other additional costs to you.
We shall have no liability under the foregoing indemnity to the extent that the alleged infringement is based on: (i) a modification to the Products and/or Services or Materials by anyone other than us; (ii) your use of the Products and Services or Materials in a manner contrary to the terms of the Contract and/or instructions given to you by us; or (iii) your use of the Products and/or Services or Materials after notice of the alleged or actual infringement from us or any appropriate authority.
While reasonable care is taken to ensure that all content is accurate and complete we do not warrant or represent that the Products and/or Services or Materials are free from errors or omissions. It is your sole responsibility to satisfy yourself prior to entering into a contract with us that the Products and/or Services will meet your requirements and that the Products will be compatible with any equipment on which you intend to run them, and that you, or the Permitted Users, have the necessary level of prior knowledge and competence to achieve the objectives of the Products and/or Services. You warrant that you have not been induced to enter into the Contract by any statement, representation or warranty however made by us before the Contract Date and not contained in the Contract and you will not make any allegation, claim or bring any action against us arising from any such statement, representation or warranty, but you are not prevented by this clause from making any allegation, claim or bringing any action against us that we made a representation to you fraudulently and you entered into the Contract in reliance on it.
All other conditions, warranties or other terms which might have effect between you and us or be implied or incorporated into this Contract, whether by statute, common law or otherwise, are hereby excluded to the fullest extent permissible by law, including without limitation any implied conditions, warranties or other terms as to satisfactory quality, fitness for purpose or the use of reasonable skill and care.
You use the Products and/or Services at your own risk and in no event will we be liable to you under this Contract for any loss or damage of any kind (including any indirect or consequential losses, such as loss of data, profits, revenue, turnover, sales, production, anticipated savings, goodwill, business opportunities, contracts or any other economic loss) arising from your use of or your inability to use the Products and/or Services or from faults or defects in either, whether caused by negligence or otherwise, save that our liability is not excluded by this clause where personal injury or death is shown to have been caused by our own negligence or that of our employees or sub-contractors.
The terms set out in the Contract supersede and replace all undertakings, terms and obligations which may be implied by statute, common law, trade usage, course of dealing or otherwise, all of which are excluded to the fullest extent permitted by law. Save in respect of personal injury or death which is shown to have been caused by our own negligence or that of our employees or sub-contractors, save in respect of intellectual property infringement indemnification, and save in respect of any liability which we may have to you arising from any pre-contractual representation which we are shown to have made to you fraudulently and on which you relied to enter into the Contract, our total liability to you is limited to the amount paid by you for the Products and/or Services under the Contract.
Where the Contract allows use of the Products by others, you are responsible for all such use and you will protect and hold us harmless against and fully indemnify us in respect of all and any loss, costs, claims, demands, expenses and liabilities arising out of such use. Neither you nor we will be liable to the other of us where you or we are delayed from performing any of our duties, responsibilities or obligations under the Contract by reason of any circumstances beyond our reasonable control, including (without limitation) flood, fire, adverse weather conditions, war or threat of war, industrial action, commotion, terrorism, computer malfunction, delays and disruption to the internet, unforeseeable technical problems, transport problems, closure of ports, closure of airports, airspace or territorial borders and any delay caused by any act or omission of the other party. If the delay continues for more than 30 days then either of us may terminate the contract immediately on notice to the other without further liability, save for liability already accrued prior to the date of termination, including in particular for any monies then due which have not yet been paid.
Nothing in this Contract shall exclude or limit any liability for any matter which it would be illegal or unlawful for us, under legislation applicable to the Contract, to exclude or attempt to exclude our liability.
The Contract is personal to you. You are not permitted to assign, sub-license, sub-contract or otherwise transfer the contract made between us or any part of it or any of the rights granted to you by it or the performance of any of your obligations under it whether in whole or in part to any other person without our prior consent in writing.
The Contracts (Rights of Third Parties) Act 1999 does not apply to the Contract. This means that, although other persons may derive benefit from it, no person other than you (being the person or organisation named on the invoice) or us may bring any action under it or enforce any of its terms.
This Contract supersedes all prior agreements, arrangements and understandings between us and constitutes the entire agreement between us relating to the subject matter of the Contract. Any drawings, descriptive matter or advertising produced by us and any descriptions or illustrations contained in catalogues or brochures, or made verbally by any of the agents or employees of AAIW or approved partners, are produced for the sole purpose of giving an approximate idea of the Products and/or Services described in them.
They shall not form part of the Contract save that we do not seek by this clause to exclude any liability for any fraudulent pre-contractual misrepresentation upon which the other of us can be shown to have relied. If any of the terms (or part thereof) of the Contract shall become or is declared by a court of competent jurisdiction to be illegal, invalid or unenforceable then such terms (or relevant part(s) thereof) shall be severable and deemed to be deleted and the remaining terms shall remain in full force and effect.
Failure by either you or us to exercise any right or remedy which is available will not constitute a waiver of that right of remedy and will not preclude you or us exercising that right or remedy in the future whether in relation to the same or any other cause of action.
All provisions of this agreement which by their nature are intended to survive termination, including without limitation clauses in relation to Intellectual Property, will survive the termination of the Contract for whatever reason.
The contract, and these terms and conditions shall be governed by and construed in accordance with English Law and any dispute which cannot be amicably resolved between us relating to any of them will normally be determined by the English Courts, without reference to conflict of law principles.
The following terms are applicable specifically to Products.
GRANT OF LICENCE
We grant to you, with effect from the Contract Date, a limited non-exclusive, non-transferable licence to use the Products set out on your invoice and any associated written materials provided with them (“Documentation”) subject to these terms and conditions. You shall only be entitled to make use of the Products in accordance with the terms and for the period detailed on your invoice.
No use may be made of the Products other than as expressly provided for in these terms and conditions. If a Location or Territory is specified on your invoice, you agree to keep the Products at the Location or Territory and not use the Products or make them available outside the Location or Territory. If use of the Products is restricted to a number and/or category of Permitted Users, you agree to only make the Products available to such number and category of Permitted Users who are entitled to use the Products under the Contract, and ensure that all such Permitted Users using the Products under the Contract are aware of and comply with the terms and conditions of use relating to the use of the Products.
SERVICE LEVELS AND SUPPORT
We shall provide you with access to the Products from a website notified to you from time to time. Scheduled maintenance may be carried out as required between 07:00 and 10:00 GMT on Saturday mornings, or otherwise with 24 hours advance notice to you.
We retain the right to temporarily suspend access to the Products to make any modification, change, addition to, or replacement of any part of the service where this is required to conform to any applicable safety or any other statutory or legal requirements. This downtime is excluded from the service levels outlined above. We only have control over network availability onto the public Internet.
Network connectivity between your site and our hosting partner network are beyond our reasonable control and cannot be guaranteed. Any failure of the Hosted Access due to Force Majeure is excluded from the service levels. Whenever possible, in the event of disruption outside scheduled maintenance to the Products, AAIW shall provide a workaround solution to you to enable your continued use of the Service or to enable use that is as close to normal as is possible under the prevailing circumstances.
We will provide technical support within a reasonable timeframe should you require assistance in installing and using the Products. Technical support will be provided only to you or to a single point of contact within your organisation. We aim to respond to all support requests within 1 working day.
PRODUCT RECALLS, UPDATES AND UPGRADES
We reserve the right to improve the specification and format of our Products without notice and may recall the Products and to replace them with another version or to update them at any time during the Contract.
You shall ensure that each Permitted User shall keep a secure password for his/her use of the Products and that such password shall be changed regularly and shall be kept secure; You will ensure, when making use of Hosted Access to the Products, that you shall not transmit viruses, worms, Trojan horses and other similar things or devices. You will not use, reproduce, dispose of, deal with, rent, lease, sub-license, loan, modify, adapt, reverse engineer, decompile, disassemble or create derivative works based on the whole or any part of the Products, except as expressly permitted under the Contract or otherwise only to the extent that we must allow you to do so by law.
You will not incorporate the Products into or allow them to be incorporated into any other product; You will not change, remove or obscure any labels, plates, notices, insignia, lettering, statements or markings which are on or embodied in the Products or the media on which they are held at the time of their delivery to you; You will promptly inform us in the event that you become aware of any unauthorised use of the Products and cooperate with us in taking any action which may be necessary to bring to an end any such use; You will be solely responsible for procuring and maintaining your network connections and telecommunications links from your systems to the site from which Hosted Access is available and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to your network connections or telecommunications links or caused by the internet.
LICENCE TERM AND TERMINATION
The Licence term will be for a period of one year and will commence either two weeks after the first onboarding session (or one month after the invoice date if onboarding is delayed until this time), unless otherwise specified on the invoice or unless it is terminated otherwise by AAIW pursuant to this clause in writing. The Contract will terminate immediately on the expiry of the Licence term, unless it is renewed by us in writing signed by our duly authorised representative.
We may terminate the Contract immediately if you are in breach of any of its terms, save that if the breach is capable of remedy you will be allowed a period of 30 days within which to remedy the breach and only if the breach is not remedied within this period will our termination be effective.
A breach by you of any terms relating to the protection of our proprietary or intellectual property rights or those of our licensors will not be considered remediable. Upon the termination of the Contract you will cease to use and to access and, if you are authorised to allow access to Permitted Users, procure that all Permitted Users cease to use and to access the Products, and delete all copies of the whole or any part of them in your possession or control and permit us, our employees and agents to enter your premises for the purposes of repossessing the same and/or verifying that the same has been done.
All notices must be given in writing by the person who wishes to terminate the contract sent by pre-paid first class post (or if you are resident outside of the United Kingdom by air mail equivalent) or by fax or email to the address of the person to whom the notice is to be sent which is set out in the invoice or to such other address which has been notified in advance to the person who wishes to terminate the Contract by the person to whom the notice is to be sent. Where post is used, notice will be deemed to have been given 2 days after posting if you are resident in the same country as AAIW and 7 days after posting if you are resident in a different country to AAIW.
Where fax or email is used, notice will be deemed to have been given on the first working day (excluding public holidays) after the day on which the fax or email has been sent. Any termination will be without prejudice to any claim which we may have against you for any monies unpaid (including any Licence Fee(s)), interest or for damages.
Software license purchases are nonrefundable and there are no refunds or credits for partially used licence terms.
The following terms are applicable specifically to Services.
Services may be booked by email or by written confirmation. Once confirmed, such booking will be treated as a Contract. Unless otherwise agreed, AAIW will invoice for the Services at the end of delivery of the Services or at the end of the month during which Services were delivered, whichever is the earlier.
Unless specifically otherwise agreed, subsistence and any other expenses necessarily incurred in the performance of this Contract, whether at the client’s premises or elsewhere are charged in addition. Travel is charged at the relevant mileage rates generally accepted in the country of delivery, or standard-class air or rail fares as appropriate. Where a single journey is expected to last longer than six hours, Business or Club class may be used.
If during the course of our work, a need is identified for additional services not specified in the Contract, agreement will be obtained before any expenditure is incurred.
Cancellations and transfers will only be accepted if made in writing and received at least four weeks before the start of the scheduled delivery of the Services. Where the notice given is less than four weeks but more than two weeks, cancellations or transfers will incur a charge equivalent to 50% of the agreed fee.
Where cancellations or transfers are made two weeks or less prior to the start of the event, a charge equivalent to 100% of the fee for the booked Services will be payable.