Terms of Service

Last updated: March 2026

These Terms of Service ("Terms") govern the provision of AI consultancy, implementation, and advisory services ("Services") by IntegrateAI Advisors ("we", "us", "our") to you ("Client", "you", "your"). By engaging our Services, you agree to these Terms in full.

1. Services

We provide AI consultancy services including but not limited to: AI workflow audits, AI tool implementation and configuration, AI agent setup and deployment, team training, documentation, and ongoing advisory support. All Services are advisory and implementation-focused. We are not a software development company, IT support provider, or managed services provider.

2. Scope of Work

Each engagement is governed by a separate proposal or scope of work document ("SOW") which defines specific deliverables, timelines, and fees. These Terms apply to all engagements unless explicitly overridden in a signed SOW.

3. Client Responsibilities

You agree to:

Provide timely access to relevant systems, tools, and stakeholders as reasonably required
Assign a primary point of contact for the engagement
Ensure your use of AI tools complies with all applicable laws, regulations, and industry standards
Maintain the security of all API keys, credentials, and access tokens provided to or generated during the engagement
Comply with the terms of service of all third-party AI platforms and tools used (including but not limited to Anthropic, OpenAI, and any automation platforms)
Ensure appropriate data governance and compliance within your own regulatory framework
Make timely decisions to avoid unnecessary delays

4. AI Agent Disclaimer and Limitation of Liability

This is a critical section. Please read carefully.

AI systems, including but not limited to AI agents, chatbots, automated workflows, and language models ("AI Systems"), are probabilistic in nature and may produce unexpected, inaccurate, or unintended outputs. By engaging our Services, you acknowledge and agree that:

No guarantee of AI behaviour: We do not and cannot guarantee that any AI System will perform flawlessly, produce accurate results in all circumstances, or behave as intended at all times. AI Systems may generate incorrect, misleading, or inappropriate responses.
Human oversight required: You are responsible for implementing and maintaining appropriate human oversight of all AI Systems deployed as part of our engagement. AI agents should not be relied upon as the sole decision-maker for any business-critical, financial, legal, medical, or safety-related decisions.
Client responsibility for AI actions: Once AI Systems are deployed within your environment, you assume full responsibility for their operation, outputs, and any actions taken as a result of their outputs. This includes but is not limited to: communications sent by AI agents, data processed or generated by AI Systems, decisions made based on AI outputs, and any financial transactions or commitments made through or as a result of AI agent activity.
API keys and credentials: You are solely responsible for the security and proper use of all API keys, access tokens, and credentials used in connection with AI Systems. We are not liable for any costs, damages, or losses arising from compromised, leaked, or misused API keys, including but not limited to excessive API usage charges, unauthorised access, or data breaches resulting from credential exposure.
Third-party AI platforms: AI Systems deployed during our engagement rely on third-party platforms and services (such as Anthropic's Claude, OpenAI's GPT, and others). We have no control over these platforms and are not responsible for their availability, performance, pricing changes, policy changes, outages, data handling practices, or any changes to their terms of service.
Token and usage costs: Operational costs of AI Systems (including API token usage, subscription fees, and third-party service charges) are your responsibility unless explicitly stated otherwise in the SOW. We will provide cost estimates where possible, but actual costs may vary based on usage patterns.

5. Limitation of Liability

To the maximum extent permitted by law:

Our total aggregate liability arising from or in connection with these Terms or any engagement shall not exceed the fees paid by you to us in the three (3) months immediately preceding the claim.
We shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to: loss of profits, loss of revenue, loss of data, loss of business opportunities, reputational damage, or costs of procurement of substitute services.
We shall not be liable for any damages, costs, or losses arising from: the actions or outputs of AI Systems deployed during or after our engagement; compromised or misused API keys or credentials; third-party platform outages, changes, or failures; your failure to implement recommended safeguards or oversight procedures; or your use of AI Systems in ways not recommended or outside the scope of our engagement.

6. Indemnification

You agree to indemnify, defend, and hold harmless IntegrateAI Advisors, its directors, employees, and contractors from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising from or in connection with: your use of AI Systems; your breach of these Terms; your failure to comply with applicable laws or regulations; compromised or misused API keys or credentials under your control; or any third-party claims arising from the operation of AI Systems within your business.

7. Intellectual Property

Upon full payment of all fees:

You own all materials created specifically for your engagement, including custom prompts, workflows, documentation, and SOPs.
We retain ownership of our underlying methodologies, frameworks, templates, tools, and general know-how, including any pre-existing intellectual property used in the delivery of Services.
We may use anonymised, non-confidential learnings from engagements to improve our services.

8. Confidentiality

Both parties agree to maintain the confidentiality of proprietary information shared during the engagement. We will not store sensitive client data beyond what is reasonably necessary for service delivery. Confidentiality obligations survive termination of the engagement for a period of two (2) years.

9. Data Protection

We process personal data in accordance with our Privacy Policy and applicable data protection legislation, including the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018. You remain the data controller for any personal data processed through AI Systems deployed as part of our engagement.

10. Fees and Payment

Fees are as set out in the applicable SOW or proposal.
Invoices are due within 14 days of issue unless otherwise agreed.
Late payments may incur interest at 4% above the Bank of England base rate.
We reserve the right to suspend Services if invoices remain unpaid beyond 30 days.

11. Term and Termination

Project-based engagements conclude upon delivery of agreed deliverables.
Retainer agreements require 30 days' written notice for termination by either party.
Fees for the current period are non-refundable upon termination.
We may terminate immediately if you breach these Terms or if continued engagement poses legal or ethical risks.

12. Force Majeure

Neither party shall be liable for delays or failures in performance resulting from circumstances beyond reasonable control, including but not limited to: natural disasters, pandemics, government actions, third-party platform outages, or internet infrastructure failures.

13. Independent Contractor

We operate as an independent contractor. Nothing in these Terms creates an employment, agency, or partnership relationship between the parties.

14. Dispute Resolution

The parties agree to attempt to resolve any dispute through good-faith negotiation before pursuing formal proceedings. These Terms are governed by and construed in accordance with the laws of England and Wales. The courts of England and Wales shall have exclusive jurisdiction.

15. Amendments

We may update these Terms from time to time. Material changes will be communicated to active clients. Continued engagement after notification constitutes acceptance of updated Terms.

16. Severability

If any provision of these Terms is found to be unenforceable, the remaining provisions shall continue in full force and effect.

17. Entire Agreement

These Terms, together with any applicable SOW, constitute the entire agreement between the parties and supersede all prior discussions, representations, and agreements.

IntegrateAI Advisors · Derby, England · hello@integrate-ai.uk