Supply of Service Terms

Terms and Conditions for the Supply of Services

These Terms and Conditions will apply to your purchase of the Services (the Customer). We are Automaly Ltd, C/O Atp Accountancy, Suite 2, Parkway 5 Parkway Business Centre, 300 Princess Road, Manchester, England, M14 7HR (Campaign No: 13145824), trading as Automaly and (the Supplier or us or we).

These terms and conditions cover the Services areas we offer.

1. Interpretation

The following definitions and rules of interpretation apply in these Conditions.

1.1 Definitions:

“Affiliates”: shall mean any entity controlling, under common control with, or controlled by either Party, where “control” means ownership of more than 50% of the equity of such entity

“AI”: refers to artificial intelligence technologies and methodologies used by Automaly in providing services.”Automation”: means the application of technologies, processes, or systems to operate and control processes with minimal or reduced human intervention.

“Authorised Users”: shall mean those employees, agents and independent contractors of the Customer whom the Customer authorises to use the Services.

“Agreement”: shall mean the Agreement between the Supplier and the Customer for the supply of Services in accordance with these Conditions.

“Business Day” means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

“Charges”: shall mean the charges payable by the Customer for the supply of the Services in accordance with clause 5.

“Content”: shall mean any content the Customer makes available to the Supplier

“Commencement Date”: has the meaning given in clause 2.2.

“Conditions: shall mean these terms and conditions as amended from time to time

“Control”: shall be the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly.

“CRM” refers to Customer Relationship Management systems, including but not limited to Pipedrive, Salesforce, Zoho, and HubSpot.

“Customer”: shall mean the person or firm who purchases Services from the Supplier.

“Customer Default”: has the meaning set out in clause 4.2.

“Deliverables”: shall mean the deliverables set out in the Order

“Intellectual Property Rights”: shall mean patents, utility models, rights to inventions, copyright and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

“Order”: shall mean the Customer’s order for the Services, executed via an online link provided to the Customer by the Supplier.

“Services”: means the AI and automation services provided by Automaly, including CRM integration, technology audits, sales, and marketing process automation.

“Specification”: shall mean the description or specification of the Services provided online by the Supplier to the Customer.

“Software”: shall mean any software recommended by Automaly Ltd as necessary for the completion of the Services.

“Supplier”: Automaly Ltd, registered in England and Wales with company number 13145824.

1.2 Interpretation:

(a) Unless expressly provided otherwise in this Agreement, a reference to legislation or a legislative provision:

(i) is a reference to it as amended, consolidated, reenacted, or replaced from time to time;
(ii) includes all subordinate legislation and regulations made under the relevant legislation.

(b) The words including, include, in particular, for example, or any similar expressions are to be construed as illustrative and shall not limit the generality of the preceding words.

(c) A reference to writing or written includes digital communications such as emails and any communications via authorised platforms used for AI and automation service delivery, excluding fax.

2. Scope of Agreement

2.1 The Customer or its Affiliates may order new or additional AI and Automation Services by placing an order on the Supplier’s (Automaly’s) website or through an online link provided by the Supplier

2.2 An Order shall be deemed accepted when the Supplier issues written acceptance of the Order, at which point the Agreement shall come into existence (Commencement Date).

2.3 The Suppliers AI and Automation Services shall be provided on an ongoing basis until either the Services are completed, or a termination or cancellation event occurs, whichever is sooner.

2.4 The Software, as part of the Services, shall be provided for a minimum term as defined in the Order.

2.5 Any samples, drawings, descriptive matter, or advertising issued by the Supplier, and any descriptions or illustrations contained in the Supplier’s website or online presentations, are for the sole purpose of giving an approximate idea of the services described and shall not form part of the Agreement or have any contractual force.

2.6 These Conditions apply to the Agreement to the exclusion of any other terms that the Customer seeks to impose or incorporate or which are implied by law, trade custom, practice, or course of dealing.

2.7 Any quotation given by the Supplier is not an offer and is only valid for the period stated therein.

3. Supply of Services

3.1 The Supplier shall supply AI and Automation Services to the Customer in accordance with the Specification detailed in the Order, adhering to the highest industry standards.

3.2 The Supplier shall endeavour to meet any performance dates specified in the Order, acknowledging that such dates are estimates and that time is not of the essence for the performance of AI and Automation Services.

3.3 The Supplier reserves the right to amend the Specification if necessary to comply with applicable law, regulatory requirements, or technological advancements, provided such amendments do not materially affect the quality of the Services. The Supplier shall notify the Customer of any such amendments.

3.4 The Supplier warrants that the AI and Automation Services will be provided with reasonable care and skill, in line with industry standards.

3.5 The Licence

3.5.1 The Supplier grants the Customer a limited, non-exclusive, non-transferable licence to access and use the AI and Automation Services as defined in the Order, solely for the Customer’s use. The Supplier retains the right to licence or distribute the Services to third parties.

3.5.2 The AI and Automation Services and related intellectual property remain the exclusive property of the Supplier. The Customer retains ownership of their own data and intellectual property.

3.5.3 Each Party has the right to enforce its intellectual property rights against third parties, with the other Party providing necessary cooperation.

3.5.4 The Customer is responsible for ensuring its content complies with legal standards and does not infringe upon third-party rights. The Supplier is not liable for any content provided by the Customer.

4. Customer’s obligations

4.1 The Customer shall:

(a) Ensure that the terms of the Order and any information provided in the Specification are complete and accurate.

(b) Cooperate with the Supplier in all matters relating to the Services.

(c) Provide the Supplier with necessary information for the Services, ensuring accuracy and completeness.

(d) Obtain and maintain all necessary licences and consents for the Services, granting the Supplier usage rights for service fulfilment.

(e) Safeguard the Supplier’s materials on the Customer’s premises, maintaining them in good condition.

(f) Comply with all applicable laws and regulations in relation to this Agreement.

(g) Carry out all responsibilities set out in this Agreement promptly and efficiently.

(h) Ensure that Authorised Users use the Services in accordance with this Agreement and bear responsibility for their compliance.

(i) Comply with additional obligations as detailed in the Specification.

4.2 Data Handling and Processing:

(a) Ensure that all data provided to the Supplier for use in the AI and Automation Services is accurate, legally obtained, and compliant with relevant data protection laws, including GDPR.

(b) Notify the Supplier of any specific data handling requirements or restrictions.

(c) Grant the Supplier the necessary permissions to use, process, and store the data as required for the provision of the Services.

(d) Be responsible for any legal consequences arising from the violation of data protection laws due to data provided to the Supplier.

4.3 In case of Customer Default:

(a) The Supplier may suspend Services until the Customer rectifies the default.

(b) The Supplier is not liable for losses due to Customer Default.

(c) The Customer must reimburse the Supplier for costs or losses due to Customer Default.

5. Charges and payment

5.1 Fees: Charges, as detailed in the Order, will be invoiced and are payable prior to the commencement of the Services or upon execution of the Order unless specified otherwise.

5.2 Changes in Charges: The Supplier reserves the right to modify the Charges. Any changes will take effect after the current minimum term of an existing Order.

5.3 Late Payment: In case of late payment, interest will accrue daily at 4% per annum above the Bank of England’s base rate. If the base rate is below 0%, a flat rate of 4% per annum applies. The Supplier may suspend Services until full payment, including interest, is made.

5.4 Payment Terms: All payments due under the Agreement must be made in full without any deductions, except as required by law.

6. Intellectual property rights

6.1 Ownership: The Supplier retains ownership of all Intellectual Property Rights arising out of or in connection with the Services, excluding any materials provided by the Customer.

6.2 Licence to Customer: The Supplier grants the Customer a worldwide, non-exclusive, royalty-free licence to use the Deliverables (excluding Customer-provided materials) for utilising the Services. This licence is valid for the term of the Agreement.

6.3 Restrictions on Licence: The Customer shall not sub-license, assign, or transfer the rights granted in clause 6.2.

6.4 Customer’s Licence to Supplier: The Customer grants the Supplier a non-exclusive, royalty-free licence to use, modify, and adapt materials provided by the Customer, solely for delivering the Services.

6.5 Protection of Supplier’s Intellectual Property: The Customer acknowledges that any unauthorised use, copying, or distribution of the Services or Deliverables constitutes an infringement of the Supplier’s intellectual property rights and agrees to prevent any such unauthorised use by its employees or agents.

7. Data protection

7.1 Security Measures: The Supplier commits to maintaining robust security policies and procedures throughout the term of this Agreement to ensure the security, confidentiality, and integrity of the Services and to protect Customer data from unauthorised access, destruction, and disclosure.

7.2 Data Processing Agreement: The Data Processing Agreement (DPA) terms, available at, are incorporated herein. The DPA applies whenever the Customer processes Personal Data in the course of using the Software and Services provided under this Agreement.

7.3 Compliance with Regulations: The Supplier will comply with all applicable data protection laws, including GDPR, in relation to the processing of Personal Data.

7.4 Customer Responsibilities: The Customer is responsible for ensuring that data provided for the Services is collected and used in compliance with relevant data protection laws.

8. Limitation of liability

8.1 General Limitations: Except for breaches of payment obligations and confidentiality, neither party shall be liable for incidental, indirect, consequential, special, or punitive damages, including loss of revenue, profit, or goodwill. Liability shall not exceed the amounts paid by the Customer for the Services causing the liability, except for payment obligations and confidentiality breaches. This limitation does not apply to death, personal injury, fraud, or as prohibited by law.

8.2 Indemnification by Customer: The Customer shall defend and indemnify the Supplier against any third-party claims arising from the Customer’s Data, Content or the supply of the Services, including infringement or violation of privacy or publicity rights.

8.3 Customer’s Use of Software: The Customer assumes risk for using the Supplier’s Services with LinkedIn, Email or any other third-party tool or software. The Supplier is not liable for breaches of other third-party software providers’ terms caused by the Customer or Supplier in service delivery.

8.4 Software and Service Use: The Customer acknowledges that the Supplier is not responsible for any disruption or malfunction in third-party services or platforms or costs or damages arising thereof integrated with the Supplier’s Services.

8.5 Survival: This clause shall survive the termination of the Agreement.

9. Termination or Cancellation

9.1 Without affecting any other right or remedy available, either party may terminate the Agreement by giving the other party 1 month’s written notice, subject to the minimum duration of service as specified in the Order.

9.2 Immediate Termination Rights: Both parties reserve the right to terminate the Agreement immediately upon:

(a) Material breach by the other party, with a 14-day remedy period.

(b) Insolvency events, including administration, liquidation, or ceasing business operations.

(c) Any action jeopardising the other party’s ability to perform its obligations.

9.3 Supplier-Specific Termination Rights: The Supplier may terminate immediately for:

(a) Customer’s failure to fulfil payment obligations.

(b) There is a change in the Customer’s control affecting the Agreement’s execution.

9.4 Suspension of Services: The Supplier may suspend services if:

(a) The Customer defaults on payment.

(b) The Customer faces insolvency risks or substantial operational changes affecting their commitment to the Agreement.

(c) There is a change in the Customer’s control affecting the Agreement’s execution.

9.5 Cancellation and Refund

(a) Any cancellation of the Services by the Customer must be made in writing and received by the Supplier. The Customer’s request for cancellation will only be effective from the date of receipt by the Supplier.

(b) In the event of a Customer cancellation, any fees paid in advance for Services shall be non-refundable

(c) In the event of cancellation by the Customer, all fees and charges due under the Agreement, including any outstanding unpaid invoices and any applicable costs for work completed as specified in the Agreement, shall survive cancellation and remain payable by the Customer.

10. Consequences of Termination or Cancellation

10.1 On termination or expiry of the Agreement:

(a) the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest, and, in respect of Services supplied but for which no invoice has been submitted, the Supplier shall submit an invoice at a minimum rate of $150 per hour, which shall be payable by the Customer immediately on receipt;

10.2 Accrued Rights and Liabilities: Termination or expiry does not affect accrued rights, remedies, obligations, or liabilities, including claims for breach of the Agreement.

10.3 Data Handling Post-Termination: The Supplier will handle any Customer data still in its possession in accordance with the Data Protection Agreement and applicable laws.

10.4 Review of Automated Processes: Upon termination, the Supplier will assist in reviewing any automated processes implemented for the Customer to ensure a smooth transition or cessation of these services.

10.5 Termination or expiry of the Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination or expiry.

10.6 Survival of Provisions: Any Agreement provisions intended to persist post-termination or expiry will remain effective.

11. Representation and Warranties

11.1 Mutual Representations and Warranties. Each Party represents and warrants to the other Party for the term hereof that:

i. Authority to Conduct Business. It has all powers and authority necessary to own, operate and lease its assets and properties and to carry on its business as now being conducted.

ii. Corporate Authority. It has sufficient powers and authority to enter into this Agreement, perform its obligations hereunder, and grant the rights granted to the other Party.

iii. No Violation. The execution and delivery of this Agreement and the performance and consummation of the transactions contemplated hereby will not violate or result in a breach by such Party of its articles of incorporation or bylaws, any other agreement or understanding to which it is a party, or any lien, resolution, legal or administrative order or statutory provisions to which it is subject.

11.2 Quality of Services. Supplier represents and warrants that (i) it will provide any Services rendered hereunder with reasonable skill and care, using appropriately qualified personnel; and (ii) the Services provided hereunder shall perform materially in accordance with the Specification.

11.3 No Warranty to Third Parties. Nothing in this agreement is intended to constitute or create any representation or warranty by the Supplier to the Customers users or any other third party, directly or as a third-party beneficiary, with respect to the Supplier software, services, content, professional services or otherwise.

11.4 Disclaimer of Warranties. Except as expressly outlined in this clause 11, Supplier makes no, and hereby disclaims explicitly, to the maximum extent permitted by applicable law, any representations or warranties, whether express or implied by statute, common law, trade usage, or otherwise (including, but not limited to, any implied warranties regarding the quality, suitability, merchantability, non-infringement or fitness for a particular purpose).

12. General

12.1 Force majeure.
Neither party shall be in breach of the Agreement nor liable for delay in performing, or failure to perform, any of its obligations under the Agreement if such delay or failure results from events, circumstances or causes beyond its reasonable control.

12.2 Assignment and other dealings.

(a) The Supplier may assign or delegate any or all of its rights and obligations under the Agreement at any time.

(b) The Customer shall not assign, transfer, mortgage, charge, sub-agreement, or delegate any of its rights and obligations under the Agreement without the Supplier’s prior written consent.

12.3 Confidentiality and Non-Disparagement.

(a) Each party undertakes that it shall not at any time during the Agreement, and for two years after termination or expiry of the Agreement, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 12.3(b).

(b) Each party may disclose the other party’s confidential information only:

(i) to its employees, officers, representatives, Contractors, subcontractors or advisers who need to know such information to carry out the party’s obligations under the Agreement. Each party shall ensure that its employees, officers, representatives, Contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 11.3; and

(ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

(c) Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Agreement.

(d) Both parties agree not to disparage the other party or its products or services, either directly or indirectly, in any form or manner, verbally, in writing, or through any media, including but not limited to social media or review websites. This non-disparagement obligation shall apply during the term of the Agreement and for two (2) years following its termination or expiration.

12.4 Entire agreement.

(a) The Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

(b) Each party acknowledges that in entering into the Agreement, it does not rely on and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation [or negligent misstatement] based on any statement in the Agreement.

(c) Nothing in this clause shall limit or exclude any liability for fraud.

12.5 Variation. Except as set out in these Conditions, no variation of the Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

12.6 Waiver. A waiver of any right or remedy under the Agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy.

12.7 Severance. If any provision or part-provision of the Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement. If any provision or part-provision of this Agreement is deleted under this clause 12.7 the parties shall negotiate in good faith to agree on a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

12.8 Dispute Resolution. In the event of a dispute arising from this Agreement, the Customer agrees to seek resolution through mediation before initiating legal proceedings. This process aims to facilitate a mutually agreeable solution.

12.9 Notices.

(a) Any notice given to a party under or in connection with the Agreement shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or sent by fax to its main fax number or sent by email to the address specified in clause 12.9(d).

(b) Any notice or communication shall be deemed to have been received:

(i) if delivered by hand, at the time the notice is left at the proper address;

(ii) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or

(iii) if sent by fax or email at the time of transmission or if this time falls outside business hours in the place of receipt when business hours resume. In clause 12.9(b)(iii), business hours mean 9.00 am to 5.00 pm, Monday to Friday, on a day that is not a public holiday in the place of receipt.

(c) This clause 12.9 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.

(d) Notices shall be sent to:

Automaly LTD: C/O Atp Accountancy, Suite 2, Parkway 5 Parkway Business Centre, 300 Princess Road, Manchester, England, M14 7HR

Customer the address and email address provided on the Order.

12.10 Third Party rights.

(a) Unless it expressly states otherwise, the Agreement does not give rise to any rights under the Agreements (Rights of Third Parties) Act 1999 to enforce any term of the Agreement.

(b) The parties’ rights to rescind or vary the Agreement are not subject to the consent of any other person.

12.10 Governing law. The Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.

12.11 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Agreement or its subject matter or formation.

12.12 Counterparts. This Agreement may be executed in any number of counterparts, each of which, when executed and delivered, shall constitute a duplicate original, but all the counterparts shall together constitute one agreement.


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