Terms of Service.

1. Introduction

These Terms of Service govern the provision of services by NEXFORMAI LTD trading as Nexform AI (“Nexform AI”, “we”, “us” or “our”) to the client, customer or organisation purchasing or using our services (“Client”, “you” or “your”).

By accessing our website, requesting a proposal, approving a quotation, signing a statement of work, paying an invoice, using our services, or otherwise engaging Nexform AI, you agree to these Terms unless a separate written agreement signed by both parties expressly states otherwise.

If there is a conflict between these Terms and a signed statement of work, order form or written contract, the signed document will take priority only to the extent of that conflict.

2. Company Information

Legal entity: NEXFORMAI LTD trading as Nexform AI

Registered office: 3rd Floor, 86–90 Paul Street, London, England, United Kingdom, EC2A 4NE

Email: info@nexformai.co.uk

Telephone: +44 204 620 2285

3. Definitions

“AI System” means any artificial intelligence, automation, workflow, agent, model configuration, voice agent, document processing system, integration, prompt, logic flow, or related technical solution provided, configured or supported by Nexform AI.

“Client Data” means data, content, records, documents, call information, CRM data, transcripts, files, customer data, user data, business rules, access credentials, system information or other information provided by or on behalf of the Client.

“Deployment” means the point at which a service, workflow, AI System, integration, or other deliverable is made available for live use, pilot use, controlled testing or operational use by the Client.

“Deliverables” means the specific outputs, configurations, automations, training materials, documentation, workflows or systems agreed in a statement of work, proposal, quotation or written project scope.

“Services” means the services provided by Nexform AI, including but not limited to AI voice agents, workflow automation, document processing automation, API and CRM integrations, AI discovery and pilots, AI product or service training, hosting, maintenance, support, configuration and related consultancy.

“Statement of Work” means a proposal, quotation, project plan, order form, email-confirmed scope or written document setting out the agreed Services, fees, deliverables, timescales and any specific commercial terms.

4. Scope of Services

Nexform AI provides AI automation and related services, which may include:

• AI voice agents;
• workflow automation;
• document processing automation;
• API and CRM integrations;
• AI discovery and pilot projects;
• AI product and service training;
• AI agent configuration;
• prompt and workflow design;
• hosting, maintenance and support;
• operational automation consultancy;
• public-sector-ready AI automation services.

The exact Services to be provided will be set out in the applicable Statement of Work or agreed written scope.

Nexform AI does not provide legal, financial, medical, clinical, tax, regulatory or other professional advice unless expressly agreed in writing and performed by a suitably qualified professional.

5. Statements of Work and Project Proposals

Each project may be governed by a Statement of Work. The Statement of Work may include:

• the Services to be provided;
• project objectives;
• agreed deliverables;
• assumptions and dependencies;
• Client responsibilities;
• pricing and payment structure;
• expected timescales;
• support arrangements;
• usage limits or allowances;
• third-party platforms or services required;
• exclusions from scope.

Nexform AI will not be responsible for delays, issues or incomplete delivery caused by the Client failing to provide information, access, approvals, credentials, content, feedback or decisions reasonably required for the project.

6. Client Responsibilities

The Client is responsible for:

• providing accurate, complete and timely information;
• ensuring Client Data is lawful, accurate and appropriate for the Services;
• obtaining all necessary permissions, consents and authorisations;
• ensuring staff, users and customers are informed where required about the use of AI, automation, call recording, transcription or monitoring;
• reviewing AI outputs and automation outcomes where human oversight is appropriate;
• notifying Nexform AI promptly of errors, red flags, unexpected behaviour, data issues, security concerns or operational risks;
• maintaining appropriate internal policies, governance and user controls;
• complying with applicable laws, regulations, sector rules and procurement obligations;
• securing its own systems, devices, accounts and credentials;
• ensuring the Services are suitable for its intended use before relying on them operationally.

The Client acknowledges that successful AI automation depends on accurate information, well-defined workflows, appropriate user behaviour, suitable data, access to relevant systems, and ongoing monitoring.

7. AI Systems, Outputs and Human Oversight

AI Systems may assist with decision-making, workflow routing, enquiry handling, document processing, call handling, classification, summarisation, data extraction, recommendations or automated actions.

The Client acknowledges that AI outputs may be inaccurate, incomplete, delayed, ambiguous, biased, unsuitable, or require human verification. AI Systems should not be treated as infallible or as a replacement for all human judgement.

Where an AI System is used to support decisions that may affect individuals, customers, employees, service users, eligibility, rights, obligations, safety, access to services, or other important outcomes, Nexform AI strongly recommends human review and approval before action is taken.

Where AI is used for workflow automation, routine operational processing or predefined business rules, human approval may not be required unless requested by the Client or required by law, regulation, internal policy or the risk profile of the workflow.

The Client is responsible for monitoring outputs and must notify Nexform AI immediately if it identifies red flags, unexpected results, errors, inappropriate behaviour, risks, inaccuracies or other concerns so that appropriate safeguards can be reviewed and implemented.

8. Prohibited and High-Risk Uses

The Client must not use the Services for unlawful, harmful, misleading, discriminatory, exploitative or high-risk purposes.

Unless expressly agreed in writing and subject to appropriate safeguards, the Services must not be used for:

• medical diagnosis, treatment decisions or clinical advice;
• legal advice or legal determinations;
• financial advice, investment decisions or regulated financial recommendations;
• emergency services or situations where delay or error could cause harm;
• decisions about employment, dismissal, promotion or disciplinary action without meaningful human review;
• credit, benefits, housing, eligibility, welfare, immigration or entitlement decisions without meaningful human review;
• discriminatory profiling or unlawful surveillance;
• biometric identification or sensitive profiling unless legally permitted and expressly agreed;
• processing special category data without appropriate lawful basis and safeguards;
• any use that breaches applicable AI, data protection, equality, consumer protection, employment, procurement, safeguarding or sector-specific laws.

Nexform AI may suspend or terminate Services if it reasonably believes the Client is using the Services for prohibited, unlawful, unsafe or inappropriate purposes.

9. Setup Fees, Project Payments and Monthly Fees

Unless otherwise agreed in writing, project setup fees are payable in two instalments:

• 50% upfront before work begins; and
• 50% on Deployment.

No work will commence until the upfront payment has been received in cleared funds.

If the Client cancels within three (3) days of paying the upfront amount, 50% of the amount paid will be refunded, provided substantial work has not already been completed or committed. After this three-day period, setup fees are non-refundable unless otherwise agreed in writing.

Monthly service fees begin one calendar month after Deployment, unless otherwise agreed in writing. Monthly fees may cover hosting, maintenance, monitoring, support, minor amendments, usage allowances and ongoing service availability as set out in the relevant Statement of Work.

All invoices are payable within seven (7) days of the invoice date unless otherwise agreed in writing.

All fees are quoted in pounds sterling (£) unless otherwise stated. Fees are exclusive of VAT unless VAT is expressly stated to be included.

10. Contract Term, Renewal and Cancellation

Unless otherwise agreed in writing, Services are subject to a minimum contract term of six (6) months from Deployment or from the start date specified in the Statement of Work.

After the minimum term, Services will continue on a rolling one-month basis unless terminated in accordance with these Terms.

After the minimum term, either party may terminate the Services by giving at least thirty (30) days’ written notice.

The Client remains liable for all fees due during the minimum term, including where the Client stops using the Services before the end of the minimum term.

11. Late Payment, Suspension and Recovery Costs

If the Client fails to pay an invoice by the due date, Nexform AI may charge statutory interest on overdue amounts at 8% above the Bank of England base rate, in accordance with applicable UK late payment legislation, together with any fixed sums or reasonable recovery costs permitted by law.

If payment remains outstanding for more than fourteen (14) days after the due date, Nexform AI may suspend all or part of the Services until payment is received in full.

Nexform AI will not be liable for any loss, delay, interruption, data issue, service issue or operational impact arising from suspension due to non-payment.

Suspension does not remove the Client’s obligation to pay outstanding fees.

12. Deployment, Support and Maintenance

Deployment may include live rollout, controlled pilot release, test environment release, operational handover, or access to configured systems.

Support may be provided by email, telephone, live chat, remote meeting or another agreed method. Support arrangements, response times and included support levels may be set out in the Statement of Work.

Minor amendments may be included subject to fair use and only where they do not materially change the agreed scope, architecture, integration, data requirements or functionality.

Nexform AI may apply updates, improvements, security patches, workflow refinements or maintenance changes where reasonably required.

13. Service Availability and Downtime Credit

Nexform AI will use reasonable skill and care to provide reliable Services. However, no service can be guaranteed to be uninterrupted, error-free or available at all times.

If a Nexform AI-controlled service suffers downtime of more than six (6) continuous hours in a calendar month, the Client may be eligible for a service credit equal to 10% of the monthly fee for that affected month.

The downtime credit applies only to downtime caused by Nexform AI-controlled systems or services. It does not apply to downtime, interruption or degradation caused by:

• third-party platforms or providers;
• AI model providers;
• hosting providers outside Nexform AI’s reasonable control;
• CRM, API, email, calendar, telephony, messaging or payment providers;
• internet connectivity or network issues;
• client-side systems, configuration, access, credentials or user error;
• scheduled maintenance;
• emergency security maintenance;
• force majeure events;
• suspension for non-payment or misuse.

The 10% monthly credit is the Client’s sole remedy for qualifying downtime, unless otherwise required by law.

14. Third-Party Platforms and Dependencies

The Services may depend on third-party platforms, tools, APIs, software, infrastructure or service providers. These may include, for example:

• WordPress, Elementor and Hostinger;
• Google Workspace, Gmail, Google Calendar and Google Meet;
• Microsoft 365;
• Stripe;
• n8n;
• OpenAI and Google Gemini;
• Vapi and Retell AI;
• Make.com and Zapier;
• HubSpot, Salesforce and Zoho;
• WhatsApp Business and Telegram;
• Meta platforms, LinkedIn and X;
• Google Analytics, Google Tag Manager and Google Search Console;
• reCAPTCHA or Cloudflare Turnstile;
• Cloudflare and Calendly;
• other platforms reasonably required in the future.

Third-party platforms are subject to their own terms, policies, pricing, availability, security arrangements, service levels, API limits and changes. Nexform AI is not responsible for failures, outages, limitations, price changes, policy changes or functionality changes caused by third-party platforms outside Nexform AI’s reasonable control.

Where third-party subscriptions, usage charges, API charges, hosting fees, telephony fees, AI model usage fees, SMS costs or other external costs are required, these may be charged to the Client or passed through at cost or as agreed in the Statement of Work.

15. Change Requests and Out-of-Scope Work

Any request that materially changes the agreed scope, functionality, integrations, workflows, business rules, data requirements, user journeys, platform requirements, reporting, support arrangements or deliverables may be treated as a change request.

Nexform AI may charge additional fees for out-of-scope work. Work on a change request will not begin until the scope, fee and timing have been agreed in writing.

16. Data Protection and Confidentiality

Each party must comply with applicable data protection laws.

Nexform AI may act as a data controller for its own business administration, sales, marketing, billing and website data. Nexform AI may act as a data processor where it processes personal data on behalf of the Client in connection with the Services.

The Client is responsible for ensuring it has a lawful basis to provide Client Data to Nexform AI and to use the Services.

Both parties must keep confidential information confidential and must not disclose it except where required to perform the Services, comply with law, use approved subcontractors or professional advisers, or where disclosure is authorised in writing.

Nexform AI will use reasonable technical and organisational measures to protect Client Data. However, the Client acknowledges that no system, transmission or storage method is completely secure.

17. Subcontractors and Specialist Support

Nexform AI may use vetted specialist subcontractors, consultants or technical partners where required to deliver the Services.

Subcontractors will be managed by Nexform AI, selected with reasonable care, and required to maintain appropriate confidentiality obligations, including non-disclosure obligations where appropriate.

Subcontractors may be based in the United Kingdom or overseas. Where personal data is processed by subcontractors, Nexform AI will take reasonable steps to ensure appropriate safeguards are in place.

18. Intellectual Property and Licence

Unless otherwise agreed in writing, Nexform AI retains ownership of its pre-existing intellectual property, templates, know-how, methodologies, frameworks, reusable components, prompts, workflow patterns, technical architecture, documentation structures, internal tools and general automation methods.

Subject to payment of all fees due, the Client receives a non-exclusive, non-transferable licence to use the agreed Deliverables internally for its business purposes.

The Client may not resell, sublicense, white-label, copy, reverse engineer, commercialise or provide the Deliverables to third parties unless expressly agreed in writing.

The Client retains ownership of Client Data and materials supplied by the Client.

19. Portfolio, Case Studies and Publicity

Nexform AI may only use the Client’s name, logo, project details, testimonial, case study or public reference with the Client’s written permission.

Nothing in these Terms gives Nexform AI an automatic right to publish confidential project details or identify the Client publicly without consent.

20. Acceptable Use

The Client must not use the Services to:

• breach any law or regulation;
• infringe intellectual property or privacy rights;
• process unlawful, harmful, offensive or discriminatory content;
• send spam or unlawful marketing;
• conduct phishing, fraud, surveillance, scraping or unauthorised monitoring;
• interfere with systems, security or service availability;
• reverse engineer, copy or misuse Nexform AI systems;
• bypass usage limits, access controls or security safeguards;
• use the Services in a way that could damage Nexform AI’s reputation or expose Nexform AI to legal, regulatory or security risk.

21. Beta, Pilot and Experimental Services

Discovery, pilot, proof-of-value, test or beta services may be provided to explore feasibility, validate use cases, test workflows or assess operational value.

Pilot or beta services may be incomplete, limited, subject to change, or not suitable for full production use. The Client must not rely on pilot or beta outputs for critical decisions unless expressly agreed in writing and appropriate safeguards are in place.

22. Warranties and Disclaimers

Nexform AI will provide the Services with reasonable skill and care.

Except as expressly stated in these Terms or required by law, Nexform AI does not warrant that:

• the Services will be uninterrupted, error-free or fully secure;
• AI outputs will always be accurate, complete, appropriate or suitable;
• every integration will remain available or unchanged;
• the Services will meet requirements not expressly agreed in writing;
• the Services will achieve a specific business, financial, operational, sales, performance or compliance outcome.

The Client remains responsible for determining whether the Services are suitable for its needs.

23. Limitation of Liability

Nothing in these Terms limits or excludes liability that cannot legally be limited or excluded, including liability for death or personal injury caused by negligence, fraud, fraudulent misrepresentation, or any other liability that cannot be excluded under applicable law.

Subject to the above, Nexform AI’s total aggregate liability arising out of or in connection with the Services shall not exceed the total fees paid by the Client to Nexform AI for the relevant Services in the twelve (12) months immediately preceding the event giving rise to the claim.

Nexform AI maintains appropriate business insurance. However, insurance does not expand Nexform AI’s contractual liability beyond the limits set out in these Terms.

Nexform AI shall not be liable for:

• indirect or consequential loss;
• loss of profit, revenue, goodwill, business opportunity or anticipated savings;
• loss or corruption of data where caused by the Client or third-party systems outside Nexform AI’s reasonable control;
• losses caused by Client Data, Client instructions, inaccurate information or failure to monitor outputs;
• losses caused by third-party platforms, providers, APIs, AI models, hosting providers or integrations outside Nexform AI’s reasonable control;
• losses arising from prohibited, unlawful or unauthorised use of the Services.

24. Termination

Either party may terminate the Services after the minimum term by giving at least thirty (30) days’ written notice.

Nexform AI may terminate or suspend Services immediately if:

• the Client fails to pay overdue fees;
• the Client materially breaches these Terms;
• the Client uses the Services unlawfully, unsafely or in breach of acceptable use restrictions;
• continuing to provide the Services would create legal, regulatory, security or reputational risk;
• a required third-party platform becomes unavailable, unlawful or commercially impractical.

25. Consequences of Termination

On termination:

• all outstanding fees become payable;
• the Client must stop using Services and Deliverables unless a continuing licence has been granted and all relevant fees have been paid;
• Nexform AI may disable access to hosted systems, automations, integrations or support;
• each party must return or delete confidential information where reasonably required, subject to legal, accounting, backup and legitimate business retention requirements;
• clauses intended to survive termination will continue, including payment obligations, confidentiality, intellectual property, data protection, liability and dispute provisions.

Monthly fees already billed are non-refundable except where a downtime credit applies under these Terms or where required by law.

26. Force Majeure

Nexform AI will not be liable for delay or failure to perform caused by events outside its reasonable control, including internet failure, cyber incidents, power failures, third-party outages, strikes, war, terrorism, pandemic, natural disaster, legal changes, regulatory action, supplier failure or force majeure events.

27. Dispute Resolution

The parties will first try to resolve disputes in good faith through senior representatives.

If a dispute cannot be resolved informally, either party may pursue legal remedies. Nothing prevents either party seeking urgent injunctive or protective relief where appropriate.

28. Governing Law and Jurisdiction

These Terms are governed by the laws of England and Wales.

The courts of England and Wales shall have exclusive jurisdiction over disputes arising out of or in connection with these Terms or the Services.

29. Changes to These Terms

Nexform AI may update these Terms from time to time. The latest version will be published on the website. Material changes will not affect an existing signed Statement of Work unless agreed or required by law.

30. Contact

For questions about these Terms, contact:

Nexform AI

Address: 3rd Floor, 86–90 Paul Street, London, England, United Kingdom, EC2A 4NE