Terms of Service

1. Who we are

AI Business Solutions Limited (trading as Whitecroft AI) is a company registered in England and Wales (Company No. 17164662) with a registered office at 82a James Carter Road, Mildenhall, Bury St. Edmunds, England, IP28 7DE.

These Terms of Service govern all engagements between Whitecroft AI and its clients. By instructing Whitecroft AI to carry out any work — verbally, in writing, or via a Statement of Work — you agree to these terms.

2. Our services

Whitecroft AI designs, builds, and deploys practical AI systems for UK and US businesses. Our services include:

• AI voice agents (inbound and outbound call handling)
• Workflow automation using n8n and Zapier
• Model Context Protocol (MCP) server builds
• Full AI agent networks
• Data security and legal compliance for AI deployments (GDPR, data processing agreements, risk registers)

The specific deliverables, timescales, and fees for each engagement are set out in a Statement of Work (SoW) or written proposal agreed between the parties before work commences.

3. Proposals and statements of work

Our written proposals and Statements of Work are valid for 30 days from the date of issue unless a different period is stated. Acceptance of a proposal — confirmed in writing or by payment of a deposit — constitutes a binding agreement to these Terms of Service.

Changes to agreed scope must be agreed in writing before additional work begins. Any change that materially affects cost or timescale will be documented in a written change request and requires your written approval.

4. Fees and payment

• Fees are set out in the relevant proposal or SoW. All fees are quoted exclusive of VAT unless stated otherwise.
• Unless otherwise agreed, a deposit of 50% of the total project fee is payable before work commences. The balance is payable on completion.
• Payment is due within 14 days of the date of invoice. We reserve the right to charge interest at 8% above the Bank of England base rate on overdue amounts in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.
• We reserve the right to suspend work on any project where payment is more than 14 days overdue.

5. Delivery and timescales

We will use reasonable endeavours to meet any timescales agreed in a proposal or SoW. Timescales are estimates unless expressly stated as guaranteed in writing. We are not liable for delays caused by:

• Late or incomplete provision of materials, access, or information by the client
• Third-party platform outages or API changes outside our control (including but not limited to OpenAI, Anthropic, Twilio, ElevenLabs, n8n, Zapier, or Airtable)
• Changes in the client's requirements after work has commenced
• Circumstances beyond our reasonable control (force majeure)

6. Client responsibilities

You agree to:

• Provide timely access to any systems, platforms, accounts, or information we need to complete the work
• Ensure that any data you provide to us for use in building your solution does not infringe third-party rights and complies with applicable data protection law
• Appoint a named point of contact to make decisions and give approvals in reasonable time
• Notify us promptly if your requirements change during an engagement

7. Intellectual property

On receipt of full payment, all bespoke deliverables created specifically for you under a project agreement (such as custom agent configurations, workflow designs, and documentation) are assigned to you.

We retain ownership of:

• Our underlying methodologies, frameworks, tools, and template materials
• Any general-purpose components that we develop and may reuse with other clients
• All work product until full payment has been received

Nothing in these terms grants you any rights to any third-party platforms or tools we use in delivering our services. Those remain subject to their own licensing terms.

8. Confidentiality

Each party agrees to keep confidential any information received from the other that is marked as confidential or that a reasonable person would understand to be confidential. This obligation does not apply to information that is publicly available, already known to the receiving party, or required to be disclosed by law.

Confidentiality obligations survive termination of any engagement for a period of three years.

9. Data protection

Both parties agree to comply with applicable UK data protection law, including the UK GDPR and the Data Protection Act 2018. Where we process personal data on your behalf, we do so as a data processor acting on your instructions. The terms of such processing are set out in our Data Processing Agreement, which forms part of our standard engagement documentation.

Our Privacy Policy, available at WhitecroftAI.co.uk/privacy.html, explains how we handle personal data you share with us as a prospective or current client.

10. Limitation of liability

To the fullest extent permitted by law:

• Our total aggregate liability to you in connection with any engagement shall not exceed the total fees paid by you to us in the 12 months preceding the event giving rise to the claim.
• We are not liable for any indirect, consequential, or special loss, including but not limited to loss of profit, loss of revenue, loss of data, or loss of business opportunity, even if we have been advised of the possibility of such loss.
• We are not liable for the performance, availability, or actions of any third-party platform or AI model provider (including OpenAI, Anthropic, Google, or any other AI provider) that we use to deliver our services.

Nothing in these terms excludes or limits liability for death or personal injury caused by negligence, fraud, or any other matter that cannot be excluded by law.

11. Warranties

We warrant that we will perform our services with reasonable skill and care. We do not warrant that any AI system we build will be error-free, that outputs from AI models will be accurate in all circumstances, or that any system will meet every business requirement not expressly set out in the agreed specification.

AI-generated outputs — including voice agent responses, automated workflows, and data analysis — should be reviewed by a human before acting on them in any context where errors could cause significant harm or loss.

12. Termination

Either party may terminate an engagement by giving 30 days' written notice. On termination:

• You remain liable to pay for all work completed up to the termination date, plus any third-party costs we have incurred on your behalf that cannot be recovered.
• Where a deposit has been paid and termination is by you without cause before work is materially underway, we may retain a portion of the deposit to cover costs incurred, not exceeding the value of work performed.
• Each party will promptly return or securely destroy the other's confidential information on request following termination.

13. Governing law and disputes

These terms and any dispute or claim arising from them are governed by the law of England and Wales. Both parties agree to submit to the exclusive jurisdiction of the courts of England and Wales.

Before commencing any legal proceedings, both parties agree to attempt to resolve any dispute through good-faith negotiation for a period of at least 30 days.

14. Changes to these terms

We may update these terms from time to time. We will notify existing clients of any material changes. The version in force at the time an engagement commences applies to that engagement unless both parties agree otherwise in writing.

15. Contact

AI Business Solutions Limited (trading as Whitecroft AI)
Email: hello@WhitecroftAI.co.uk
Registered office: 82a James Carter Road, Mildenhall, Bury St. Edmunds, England, IP28 7DE
Company No. 17164662