AI, software and workflow automation services
Last updated: October 2026
These terms apply to services supplied by AgentNative Ltd (registered in England and Wales, company number 17397200, registered office 71–75 Shelton Street, Covent Garden, London WC2H 9JQ) (“we”, “us” or “our”) to the client named in the Service Order (“Service Order”) (“you” or “your”). They apply to business clients only and you confirm that you are contracting wholly or mainly for business purposes.
1.1 Each Service Order sets out the services, deliverables, timing and fees. The Service Order and these terms form the agreement. If they conflict, the Service Order takes priority only where it expressly identifies the term it changes.
1.2 The agreement starts when you sign or confirm the Service Order in writing, issue a purchase order for it, or instruct us in writing to begin, whichever happens first. Any of these actions constitutes acceptance of the Service Order and these terms.
1.3 “In writing” includes email. “Business Day” means a weekday that is not a public holiday in England. “Acceptance Criteria” means any criteria expressly identified as acceptance criteria in the relevant Service Order. “Acceptance” occurs in accordance with clause 4.2.
1.4 We are independent contractors. Neither party is the other’s agent or partner, and neither may bind the other.
2.1 We will provide the services with reasonable skill and care. Dates are estimates unless the Service Order expressly states that they are fixed. We may use subcontractors and remain responsible for their work.
2.2 You will promptly provide the access, systems, credentials, data, decisions and approvals we reasonably need, and nominate someone authorised to make decisions for you. You remain responsible for your business records and backups.
2.3 You are responsible for ensuring that data and materials you provide are accurate, lawfully obtained and lawful for us to use. You will indemnify us against third-party claims arising directly from data or materials you had no right to provide or instruct us to use, including legal costs on a full indemnity basis, except to the extent caused by us.
2.4 If your action, omission or delay affects the work, we may reasonably adjust the timetable and charge for resulting waste or additional work at the rates in the Service Order or, if none are stated, our then-current rates.
2.5 Unless the Service Order expressly includes ongoing support or maintenance, we have no obligation to provide ongoing monitoring, maintenance, operational support or updates. The warranty in clause 4.3 covers qualifying non-conformities only and does not constitute an ongoing support or monitoring service. We are not responsible for work required as a result of subsequent changes to third-party services unless otherwise agreed in writing.
3.1 AI systems may produce different results from the same or similar inputs, and their outputs may be inaccurate, incomplete or unsuitable. We do not guarantee the accuracy or completeness of AI-generated output. Our services do not constitute accounting, tax, legal, financial or other professional advice. You remain responsible for your decisions, compliance obligations, filings and records.
3.2 We do not guarantee any business outcome, saving or return. Estimates, examples and expected benefits are illustrative unless expressly stated otherwise in the Service Order. Results may depend on factors including data quality, third-party systems, agreed business rules and testing. Measurable targets in a Service Order are objectives rather than warranties unless expressly stated otherwise.
3.3 Where the Service Order includes human review, approval or another control step, you will ensure that an appropriately competent person carries it out.
3.4 AI-generated output may not be unique, and similar output may be generated for others. We do not guarantee that AI-generated output will always be free of third-party intellectual property rights.
3.5 We will not use your data to train our own AI models. We will use reasonable endeavours to select and configure AI providers whose applicable business or API terms do not permit submitted data to be used to train their general models. If we become aware of a material change to a provider’s relevant terms or practices, we will notify you and, where reasonably practicable, move the processing or agree to an alternative.
3.6 Where a solution writes into another system, you are responsible for approving the business rules, mappings, permissions and approval controls. We will implement what you approve and will not enable production write access until you have approved it. You are also responsible for access controls within systems under your control. We are not responsible for data exposure or unauthorised access to the extent caused by permissions or access arrangements that you configured or expressly approved.
3.7 You will not knowingly use the services unlawfully, in a safety-critical application, or to make fully automated decisions producing legal or similarly significant effects on individuals unless we expressly agree otherwise in writing.
3.8 A solution may depend on third-party services such as hosting, workflow platforms, databases, email systems, accounting platforms, APIs or AI providers. Unless the Service Order states otherwise, you will contract with and pay those providers directly and, where practical, production accounts will be owned by you.
Subject to our obligations under the Data Processing Annex and applicable law, we are not responsible for loss arising solely from a third-party provider's outage, security incident, act or omission, price or terms change, API change or discontinuation, except to the extent caused or contributed to by our breach of this agreement or applicable law.
Any liability to you arising from or relating to third-party services, including sub-processors, remains subject to the exclusions and aggregate liability cap in clause 8, to the fullest extent permitted by law.
Running-cost estimates are not caps.
We may propose a reasonably equivalent alternative provider, but will obtain your prior written approval where a replacement would materially affect functionality, security, data protection, running costs or production access.
4.1 Either party may request a change. We will agree in writing any material effect on scope, timing or cost before it takes effect. Out-of-scope work will be charged at the rates in the Service Order or, if none are stated, our then-current rates.
4.2 Where the Service Order includes acceptance criteria, you have 10 Business Days after delivery to notify us in writing of any material failure to meet them. We will correct and deliver the affected work, and the same acceptance period will apply again. If a deliverable materially fails acceptance twice, either party may end that part of the Service Order, and you will pay for work already accepted and properly incurred third-party costs. A deliverable is also accepted if you do not respond within the acceptance period or put it into live production use. Where there are no acceptance criteria, delivery constitutes acceptance.
4.3 For 90 days after acceptance, we warrant that the deliverables will materially conform to the Service Order. If they do not, we will, at our option, correct or re-perform the affected work or refund the fees paid for it. This is your sole remedy under this warranty. The warranty does not apply to problems caused by your data or instructions, third-party services, changes made by others, or use outside the agreed scope.
4.4 To the fullest extent permitted by law, all other warranties and conditions are excluded. We do not warrant uninterrupted or error-free operation or protection against every security threat.
5.1 We will invoice as set out in the Service Order. You will pay invoices within 14 days, together with VAT where applicable and agreed expenses or third-party costs, without set-off or deduction except where required by law.
5.2 If payment is overdue, we may charge statutory interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998 and may suspend the affected services or licence on at least 7 days’ written notice.
5.3 We may change rates for time-based work on 30 days’ written notice. This does not affect a fixed price already agreed.
6.1 Each party retains ownership of intellectual property it owned before the agreement or develops independently of it.
6.2 We retain ownership of our reusable materials and know-how, including methods, frameworks, architectures, templates, prompts, libraries, tools, connectors, integration patterns, generic components and techniques, including reusable elements developed while providing the services. Unless a Service Order expressly identifies an item as a bespoke deliverable owned by you, reusable elements remain ours.
6.3 Once all fees under a Service Order are paid, we assign to you the intellectual property rights we own in bespoke deliverables created specifically for you under that Service Order and waive our moral rights in them to the extent permitted by law. Until then, you have a non-exclusive, non-transferable licence to use them for your internal business purposes, which may be suspended if the relevant fees remain unpaid.
6.4 Where our reusable materials are incorporated into a deliverable, we grant you a perpetual, worldwide, royalty-free, non-exclusive licence to use, modify and maintain them as part of that deliverable for your business. Your contractors and IT providers may exercise those rights for you and the licence may transfer with a sale of substantially the whole of your business. You may not otherwise sell, license or distribute our reusable materials separately.
6.5 Open-source software remains subject to its applicable licence. On request, we will identify material open-source components included in a delivery and will not knowingly include one that requires you to publish your own proprietary source code.
6.6 You retain all rights in your data and grant us the limited rights necessary to use and process it to provide the services. We may use anonymised and aggregated information that identifies neither you nor any individual to improve our services and may use your feedback. We will not use your data to train our own AI models.
6.7 If a third-party claims that a bespoke deliverable supplied by us infringes its UK intellectual property rights, you must notify us promptly and provide reasonable assistance. At our option, we may obtain the right to continued use, modify or replace the affected deliverable, or refund the fees paid for it and end that part of the Service Order. Subject to clause 8.1, this is your sole remedy. This clause does not apply to claims arising from AI output, your data or instructions, third-party or open-source components, combinations we did not supply, or later changes made by others.
7.1 Each party will keep the other’s confidential information confidential, use it only for the agreement and disclose it only to people who need it and are subject to appropriate confidentiality obligations. This does not apply to information that becomes public other than through breach, was already lawfully known, is independently developed, or must be disclosed by law or a competent authority.
7.2 We may describe the work in anonymised terms that do not identify you. We will not identify you publicly as a client or use your name or logo for marketing without your prior written consent.
7.3 Where we process personal data on your behalf, you are the controller and we are the processor and the Data Processing Annex applies. We act as independent controllers for our own business records.
7.4 We will maintain technical and organisational security measures appropriate to the risks arising from the services we provide and the personal data we process. For systems, configurations and access within our control, these may include, as appropriate, encryption in transit and at rest, secure storage of credentials and API keys, least-privilege access, multi-factor authentication for administrative access and proportionate production-access logging.
We may update these measures provided the overall level of protection is not materially reduced. We will notify you without undue delay after becoming aware of a personal-data breach affecting personal data processed by us on your behalf, or a material security incident involving systems or configurations for which we are responsible that compromises your confidential information.
We will provide reasonable assistance with investigation and containment, taking account of the nature of the services and information available to us, and in accordance with the Data Processing Annex. We will bear our reasonable costs of corrective work required to remedy our own breach of this agreement. Other assistance, including assistance relating to incidents involving third-party services contracted directly by you, will be charged at our then-current rates where permitted by law. Any external expenditure will require your prior written approval.
Any liability arising under this clause remains subject to clause 8 to the fullest extent permitted by law.
8.1 Nothing in the agreement excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or anything else that cannot lawfully be excluded or limited.
8.2 Subject to clause 8.1, we are not liable for loss of profit, revenue, anticipated savings, business, contracts, opportunity, goodwill or reputation, wasted management time, regulatory fines or penalties, or indirect or consequential loss. We are not liable for loss or corruption of data except for the direct reasonable cost of restoring it from the most recent available backup.
8.3 Subject to clause 8.1, our total aggregate liability arising out of or in connection with a Service Order, whether in contract, tort including negligence, breach of statutory duty or otherwise, including claims relating to confidentiality, data protection, security or intellectual property, will not exceed the total fees paid and payable under that Service Order. This is a single aggregate cap for all claims arising from that Service Order.
8.4 We are not responsible for loss arising from AI-generated output, or from a decision, entry, filing or payment made in reliance on it, except to the extent caused by our failure to exercise reasonable skill and care. We are also not responsible for loss to the extent caused by inaccurate, incomplete or unlawful data or instructions supplied by you, or by an agreed review, approval or control step not being carried out properly.
8.5 Subject to clause 8.1, no claim arising from a Service Order may be brought more than 24 months after the event giving rise to it. This does not apply to claims for unpaid fees.
8.6 The fees reflect the allocation of risk in the agreement. Each party is responsible for deciding what insurance it considers appropriate for the risks allocated to it.
8.7 Your agreement is with AgentNative Ltd only. No director, officer, employee or subcontractor of ours has personal liability to you in connection with the agreement, and those persons may enforce this clause under the Contracts (Rights of Third Parties) Act 1999.
9.1 Either party may end a Service Order on 30 days’ written notice. If you end a fixed-price Service Order before completion, you will pay for work completed, a reasonable proportion of any milestone already started reflecting work completed or commitments made, and non-cancellable third-party costs properly incurred. We will not charge for work not started or costs that can reasonably be avoided.
9.2 Either party may end a Service Order immediately by written notice for a material breach that cannot be remedied, a material breach not remedied within 14 days after written notice, or insolvency. We may also end a Service Order if an undisputed payment remains unpaid 14 days after written notice. We may suspend services where payment is overdue, continuing would breach law or a third party’s terms, or suspension is reasonably necessary to address a material security risk. Any suspension for overdue payment is subject to the notice requirements in clause 5.2.
9.3 When a Service Order ends, fees for completed work and any committed disbursements and out-of-pocket expenses properly incurred become immediately payable. On request, each party will return or securely destroy the other’s confidential information except where retention is required by law or it remains in routine backups, in which case it remains protected by clause 7. Licences granted under clause 6.4 continue.
9.4 If requested within 30 days after a Service Order ends, we will provide reasonable handover assistance at our then-current rates, including where applicable available documentation, the export of your data in a commonly used format and transfer of relevant accounts and credentials under our control.
10.1 Neither party is liable for delay or failure caused by circumstances beyond its reasonable control, including utility, telecommunications or internet failure, cyber attack, industrial action or failure or withdrawal of a third-party service. This does not excuse payment of fees already due or for work already completed. If the event continues for more than 60 days and materially prevents performance, either party may end the affected Service Order.
10.2 Notices must be in writing and sent to the contact details in the Service Order. Email is treated as received when sent if no delivery failure is received, except that an email sent after 5pm or on a non-Business Day is treated as received at 9am on the next Business Day.
10.3 Neither party may transfer the agreement without the other’s prior written consent, not to be unreasonably withheld or delayed, except in connection with a sale of substantially the whole of that party’s business.
10.4 The Service Order, these terms and anything expressly incorporated into them form the entire agreement and replace earlier discussions and representations concerning the same subject matter. Terms in your purchase order or standard documentation do not apply unless we expressly agree with them in writing. Neither party relies on anything not stated in the agreement, but nothing limits liability for fraud or fraudulent misrepresentation. Changes to these terms must be agreed in writing and signed by both parties; Service Order changes may be agreed by email under clause 4.1.
10.5 If a provision is invalid or unenforceable, it will be modified or removed only to the minimum extent necessary and the remainder will continue. A failure or delay in enforcing a right does not waive it. Save as provided by clause 8.7, no person who is not a party to this agreement shall have any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.
10.6 Clauses 2.3, 5, 6, 7, 8, 9.3, 9.4 and 10, together with the Data Processing Annex, continue after the agreement ends to the extent necessary to give them effect.
10.7 Before starting court proceedings, the complaining party must give written notice describing the dispute. Within 10 Business Days, each party will nominate a director or other person with authority to settle the dispute, and those representatives will meet in person or remotely and attempt in good faith to resolve it. If the dispute has not been resolved within 20 Business Days after the notice, either party may commence proceedings. This does not prevent urgent injunctive relief or recovery of an undisputed debt.
10.8 This agreement and any dispute or claim arising out of or in connection with it, including non-contractual disputes or claims, shall be governed by the laws of England and Wales. The courts of England and Wales shall have exclusive jurisdiction, subject to clause 10.7.
This Annex applies where we process personal data on your behalf and sets out the terms required by Article 28 UK GDPR. A Service Order may supplement or amend these details and will take priority where it expressly does so.
A1.1 We will:
If you reasonably object to a proposed sub-processor and we cannot provide a reasonable alternative, either party may end the affected Service Order.
A2.1 You authorise transfers of personal data outside the UK where reasonably necessary for the services, provided they comply with applicable data-protection law using an appropriate mechanism such as an adequacy decision, the UK International Data Transfer Agreement or UK Addendum where required. You will not provide special-category personal data, criminal-offence data or children’s personal data unless we expressly agree in writing.
A3.1 The subject matter is the services described in the Service Order. Processing continues for the duration of the Service Order plus any period required by law or stated in the Service Order. It may include collecting, receiving, extracting, structuring, classifying, storing, transmitting, reviewing, correcting, transferring and deleting information, generating AI output and maintaining operational and audit records.
A3.2 Unless the Service Order states otherwise, personal data may include business contact and role information, correspondence, financial and transactional information, reference numbers, document contents and access or audit logs. Data subjects may include your personnel, customers, suppliers and their personnel, and other individuals whose information appears in submitted documents or data.
A3.3 No special-category personal data, criminal-offence data or children’s personal data will be processed unless expressly agreed under clause A2.
A3.4 Sub-processors may include cloud hosting, database, workflow orchestration, AI model, email and connected-software providers reasonably required for the services, as identified in the Service Order or notified under clause A1. Processing may take place in the UK, EEA or other locations in which an approved sub-processor operates, subject to clause A2.
A3.5 At the end of the relevant services, we will, at your choice, return or securely delete the personal data processed on your behalf and delete existing copies, unless applicable law requires retention. You will notify us of your choice in writing within 30 days after the services end. If no instruction is received, you instruct us to securely delete that data within 60 days after the services end. Personal data remaining in routine backups will be protected and placed beyond ordinary use, and deleted in accordance with the normal backup-retention cycle. Such backup data will not be restored or otherwise processed except where required by law or necessary for disaster recovery.
A3.6 As controller, you remain responsible for determining the purposes and means of processing and for the lawful basis, privacy information, data accuracy, lawful documented instructions, retention periods, data-subject responses with our reasonable assistance, and assessing whether a DPIA is required.