These AI Services Terms and Conditions apply to all AI-related services supplied by Emotio Design Group Limited to the Client.
1. Definitions
In these terms:
Agreement means the Proposal, these AI Services Terms and Conditions, and any schedule, statement of work, data processing schedule, specification, timeline or change request agreed in writing.
AI Services means any AI-related services supplied by Emotio, including strategy, consultancy, training, workshops, keynote speaking, advisory sessions, prompt design, workflow design, automation design, implementation, integration, optimisation, support, governance guidance, adoption support, and OneScope AI retainers.
AI Solution means any workflow, automation, integration, assistant, prompt framework, custom GPT, system configuration, prototype, pilot, or other deliverable produced by Emotio as part of the AI Services.
Business Day means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Client means the person, firm or company identified in the Proposal.
Client Data means all data, content, documents, messages, recordings, prompts, materials, credentials and information supplied by or on behalf of the Client, or accessed by Emotio on the Client’s behalf.
Deliverables means the items described in the Proposal which Emotio agrees to provide.
Emotio means Emotio Design Group Limited.
Proposal means the proposal, quotation, order form, statement of work, email acceptance, or similar document setting out the Services, fees, scope or term.
Retainer Services means the ongoing monthly AI services supplied under a OneScope AI retainer.
Third-Party Platform means any third-party software, model provider, API, hosting provider, telephony platform, CRM, ERP, email system, cloud platform, analytics platform, advertising platform, workflow tool, communications tool or similar service used in connection with the AI Services.
Warranty Period means 30 days from the date an AI Solution is accepted or goes live, whichever happens first.
2. Basis of contract
2.1 The Agreement starts when:
a) the Client signs or accepts the Proposal;
b) the Client confirms acceptance by email; or
c) Emotio starts work at the Client’s request.
2.2 These terms apply to business-to-business services only.
2.3 The AI Services are limited to the scope set out in the Proposal. Any work outside that scope is additional work and may be charged separately.
2.4 If there is any conflict between the Proposal and these terms, the Proposal takes priority for that specific project or retainer.
3. Services
3.1 Emotio may provide some or all of the following:
a) AI strategy, consultancy and business analysis;
b) AI training, workshops, keynote speaking and advisory sessions;
c) bespoke AI workflow and automation design;
d) prompt design, testing and optimisation;
e) integration with the Client’s systems and Third-Party Platforms;
f) implementation, setup, configuration, testing and deployment;
g) reporting, refinement, troubleshooting and support;
h) AI governance, safe-use guidance and adoption support;
i) monthly OneScope AI retainer services.
3.2 Emotio will perform the AI Services with reasonable care and skill.
3.3 Unless the Proposal says otherwise, all dates given by Emotio are estimates only.
3.4 Emotio does not guarantee any particular commercial result, saving, sales uplift, lead volume, conversion rate, productivity level, ranking improvement or business outcome.
4. Client responsibilities
4.1 The Client will:
a) provide accurate information, timely feedback, approvals, access, credentials and instructions;
b) ensure it has the right to provide all Client Data and materials to Emotio;
c) ensure that the intended use of the AI Services is lawful;
d) appoint a suitable contact with authority to give instructions and approvals;
e) review Deliverables and AI outputs promptly;
f) remain responsible for final legal, regulatory, commercial, pricing, customer service and brand decisions.
4.2 The Client is responsible for:
a) the quality, completeness and lawfulness of Client Data;
b) all business rules, escalation rules, approval rules and message content approved by the Client;
c) checking and approving outputs before use, unless the Proposal clearly allows automatic action without review.
4.3 The Client will ensure that all necessary notices, permissions, lawful bases, opt-ins, opt-outs, suppression rules and internal approvals are in place for any email, SMS, call tracking, call recording, call transcription, CRM matching, inbox monitoring, or other customer communication or personal data use involved in the AI Services.
4.4 If the Client delays approvals, access, data or feedback by more than 4 weeks, Emotio may:
a) move the work to a later slot;
b) revise the timetable;
c) invoice work already completed and committed costs; and
d) charge for additional time needed to revisit, restart or replan the work.
4.5 Meetings may be recorded by Emotio for accuracy, delivery notes and action tracking. If the Client does not want a meeting recorded, the Client must say so at the start of that meeting.
5. AI-specific terms
5.1 The Client acknowledges that AI systems are probabilistic and evolving. Outputs may vary, may be incomplete, may be inaccurate, and may not produce the same wording or result each time.
5.2 Unless the Proposal says otherwise, AI outputs are supplied in draft, assist or decision-support mode only.
5.3 Unless expressly agreed in writing, Emotio will not set up an AI Solution to auto-send, auto-publish, auto-approve or take autonomous external action without human review.
5.4 If the Client asks Emotio to implement an AI Solution with automatic sending, publishing, approval or other autonomous action, the Client remains responsible for:
a) the decision to use autonomous action;
b) the approval rules and business logic;
c) legal and regulatory compliance;
d) customer-facing content, pricing and commercial accuracy;
e) monitoring the live workflow and responding to issues.
5.5 For AI Services, an AI Solution will be treated as meeting the agreed specification if it materially performs the agreed core workflow, integrations, routing, triggers, approval steps and business logic described in the Proposal. Exact wording, identical outputs, perfect classification, zero hallucinations, zero false positives, zero false negatives, or identical results on every run are not required unless the Proposal clearly states otherwise.
5.6 An AI Solution will not be treated as defective solely because:
a) it produces occasional incorrect, incomplete or inconsistent outputs;
b) output wording changes over time;
c) performance varies because of model updates, third-party platform changes, changing source data or connected systems;
d) a workflow needs prompt tuning or operational refinement after go-live.
5.7 AI Services are not legal, financial, tax, medical, employment, compliance or regulated advice.
5.8 Unless expressly agreed in writing, the AI Services are not designed for safety-critical, high-risk or heavily regulated decision-making.
6. Third-Party Platforms and external dependencies
6.1 The AI Services may depend on Third-Party Platforms including, for example, Microsoft, Google, OpenAI, Twilio, CRM providers, automation platforms, hosting providers and telephony systems.
6.2 Unless the Proposal says otherwise, all third-party licence fees, subscription fees, usage charges, token charges, telephony charges, hosting charges, SMS charges, media spend and similar external costs are payable by the Client.
6.3 The Client is responsible for maintaining valid third-party accounts, permissions, billing details and access rights unless the Proposal says Emotio will hold a specific account.
6.4 Emotio is not responsible for outages, downtime, service suspensions, API changes, pricing changes, rate limits, policy changes, model changes, feature changes or platform shutdowns caused by Third-Party Platforms.
6.5 If a Third-Party Platform materially changes or becomes unavailable, Emotio may recommend replacing it, reconfiguring the workflow, pausing delivery or rescoping the work. Any extra work needed as a result may be charged separately unless the Proposal says otherwise.
6.6 Unless the Proposal says otherwise, Emotio is not responsible for the deliverability of emails or texts, the performance of ad platforms, or the behaviour of telecoms, mail servers or external networks.
7. Bespoke AI projects: delivery, acceptance and change control
7.1 This clause applies to bespoke AI builds, implementations, pilots, prototypes, integrations and automation projects.
7.2 Emotio will use reasonable efforts to deliver the AI Solution in line with the Proposal.
7.3 The Client will have 10 Business Days from delivery or go-live to carry out acceptance testing and notify Emotio in writing of any material failure to meet the agreed scope or acceptance criteria.
7.4 The Client’s notice must clearly describe the material issue and include enough detail for Emotio to investigate it.
7.5 If Emotio agrees, acting reasonably, that there is a material issue against the agreed scope or acceptance criteria, Emotio will have a further remedial period of up to 30 Business Days to correct it.
7.6 The AI Solution will be treated as accepted if:
a) the Client confirms acceptance in writing;
b) the Client does not raise a material issue within the 10 Business Day acceptance period; or
c) the Client uses the AI Solution in live or production use other than for testing.
7.7 Any material change to the scope, business rules, integrations, number of users, channels, providers, approval steps, deliverables or timetable will be treated as a change request and may affect fees and timing.
7.8 If the Proposal describes the work as a pilot, prototype, proof of concept or experimental build, the AI Solution is intended to test feasibility and learnings within the agreed scope. It may not be suitable for wider production use without further work.
8. 30-day warranty for AI Solutions
8.1 Subject to the rest of this clause, Emotio gives a 30-day warranty on bespoke AI Solutions.
8.2 During the Warranty Period, Emotio will use reasonable efforts to correct reproducible material defects in the agreed implementation which are reported by the Client in writing.
8.3 For the purpose of this clause, a material defect means a reproducible failure of the AI Solution to materially perform the agreed core workflow, integrations, routing, approval steps or business logic described in the Proposal.
8.4 The warranty does not cover:
a) changes in model behaviour, model quality or output style by third-party providers;
b) outages, policy changes, API changes, rate limits or pricing changes by third-party providers;
c) issues caused by poor, missing, misleading or unlawful Client Data;
d) issues caused by changes made by the Client or by a third party after delivery;
e) new feature requests, scope changes, tuning requests or performance improvements outside the agreed scope;
f) expected AI variation, occasional hallucinations, false positives or false negatives that do not amount to material workflow failure;
g) deliverability issues, telecoms issues, spam filtering, domain reputation issues, or other external service behaviour;
h) any issue arising from systems, permissions, credentials or accounts not controlled by Emotio.
8.5 The warranty applies only if:
a) the Client reports the issue during the Warranty Period;
b) the Client gives Emotio reasonable access, cooperation and evidence to investigate it; and
c) the Client has paid all undisputed sums due under the Agreement.
8.6 The remedies in this clause are the Client’s sole remedies for warranty claims.
8.7 After the Warranty Period, support, maintenance, prompt refinement, model updates, optimisation and further changes are chargeable unless covered by a separate support arrangement or OneScope AI retainer.
9. OneScope AI retainers
9.1 This clause applies to OneScope AI retainers.
9.2 Unless the Proposal says otherwise, the minimum initial term for a OneScope AI retainer is 3 months.
9.3 After the initial term, the retainer will continue on a rolling monthly basis unless either party gives at least 30 days’ written notice before the end of the then current term.
9.4 If the Client serves notice during a fixed term and that notice expires before the end of the fixed term, the Client remains liable for all fees due to the end of that fixed term.
9.5 Retainer Services provide access to monthly capacity, not unlimited work. Work will be prioritised between the parties based on urgency, value and available time.
9.6 Unless the Proposal says otherwise:
a) unused retainer hours or capacity do not roll over;
b) unused hours have no cash value or refund value;
c) work outside retainer capacity may be deferred, separately scoped or billed separately.
9.7 Unless the Proposal says otherwise, Retainer Services are delivered during Business Days and do not include 24/7 monitoring, emergency support, or guaranteed response times.
9.8 Emotio may move lower-priority retainer tasks to a later date if urgent agreed work, approvals or dependencies require that.
10. Workshops, keynote sessions and in-person speaking
10.1 This clause applies to workshops, keynote sessions, training sessions, speaking engagements and similar live events.
10.2 The date, format, duration, attendee numbers, location, preparation, materials and fee will be set out in the Proposal.
10.3 Unless the Proposal says otherwise:
a) online sessions are delivered remotely using the agreed platform;
b) in-person sessions require the Client to provide a suitable venue, internet access, AV setup and safe working environment;
c) travel outside London / M25 and any hotel or other agreed expenses are charged at cost, agreed up front.
10.4 Unless the Proposal says otherwise, workshop and keynote content is supplied for the Client’s internal use only and may not be recorded, reproduced, sold or shared externally without Emotio’s written permission.
10.5 The Client may request one reschedule of a workshop or keynote if it gives at least 5 Business Days’ notice.
10.6 If the Client cancels:
a) more than 5 Business Days before the event, Emotio will refund any prepaid event fee less any non-refundable external costs already incurred;
b) within 5 Business Days of the event, 50% of the event fee remains payable;
c) within 2 Business Days of the event, or if the Client fails to attend, 100% of the event fee remains payable.
10.7 Non-refundable travel, venue, accommodation or other external costs already committed by Emotio remain payable by the Client.
10.8 If Damon Segal or another named speaker becomes unavailable due to illness, travel disruption or events outside Emotio’s reasonable control, Emotio may either:
a) reschedule the session; or
b) provide a suitable replacement speaker or trainer,
and this will be the Client’s sole remedy for that unavailability.
10.9 Workshop and keynote content is general business guidance only and is not a substitute for legal, HR, regulatory, tax or other specialist advice.
11. Fees and payment
11.1 Fees are as set out in the Proposal and are exclusive of VAT.
11.2 Unless the Proposal says otherwise, invoices are payable within 14 days of the invoice date.
11.3 Emotio may invoice:
a) in advance;
b) by stage or milestone;
c) monthly in advance or arrears;
d) on delivery or acceptance; or
e) as otherwise stated in the Proposal.
11.4 If the Client does not pay any amount due on time, Emotio may:
a) charge interest on the overdue amount at 4% per annum above the base rate applied by Emotio’s bank from time to time, or claim interest and compensation under the Late Payment of Commercial Debts legislation;
b) suspend work, support, platform access, hosting, connected numbers, or live automations;
c) hold back delivery, handover or migration items until payment is made;
d) bring live hosted services or automations offline where this is reasonably necessary.
11.5 If the Client’s delay, missing approvals or missing access causes a project to extend materially beyond the planned timeline, Emotio may invoice work already completed and any committed third-party costs.
11.6 Out-of-scope work, extra rounds of revision, rescoping, re-onboarding, extra meetings, new integrations, or change requests may be charged at the rate set out in the Proposal or, if no rate is set out there, at Emotio’s standard rate notified to the Client before the work starts.
12. Data protection, privacy and compliance
12.1 Each party will comply with applicable data protection law.
12.2 Where Emotio processes personal data only on the Client’s instructions as part of the AI Services, the Client is the controller and Emotio is the processor, unless the parties agree otherwise in writing.
12.3 Each party acts as an independent controller for its own internal administration, accounts, compliance, sales and business records.
12.4 The Client confirms that it has all necessary rights, notices, permissions and lawful bases to allow Emotio to process Client Data for the AI Services.
12.5 The Client is responsible for ensuring lawful use of:
a) inbox monitoring;
b) customer messaging;
c) call tracking;
d) call recording and transcription;
e) SMS follow-up;
f) CRM matching;
g) personal data used in prompts, workflows or connected systems.
12.6 Emotio will:
a) process personal data only as needed to supply the AI Services and in line with the Client’s documented instructions, unless the law requires otherwise;
b) keep personal data confidential;
c) take reasonable technical and organisational steps to protect personal data;
d) notify the Client without undue delay if Emotio becomes aware of a personal data breach affecting Client Data;
e) assist the Client, at the Client’s cost where reasonable, with data subject requests, security issues or regulatory questions connected to the AI Services.
12.7 The Client gives general authorisation for Emotio to appoint subprocessors and use Third-Party Platforms where reasonably needed to supply the AI Services, including providers outside the UK or EEA, provided that suitable safeguards are used where the law requires them.
12.8 Unless the Proposal says otherwise, Emotio may retain limited logs, prompts, workflow history and technical records for support, security, troubleshooting, invoicing and compliance purposes.
12.9 Where a provider offers account settings to restrict public model training on submitted data, Emotio will use reasonable care to select suitable commercial settings where available and where this is within Emotio’s control. Emotio does not guarantee the current or future data practices of third-party providers.
12.10 On the Client’s written request and subject to payment of all fees due, Emotio will return or delete Client personal data in Emotio’s direct control at the end of the Agreement, unless Emotio is required by law to keep it, or unless it remains in routine backups for a limited period.
12.11 The Client will indemnify Emotio against claims, losses, costs and reasonable professional fees arising from the Client’s breach of this clause 12 or clause 4, except to the extent caused by Emotio’s own breach.
13. Intellectual property and licence
13.1 The Client retains ownership of the Client Data and the Client’s existing materials.
13.2 Emotio retains ownership of:
a) its pre-existing know-how, systems, code, methods and tools;
b) templates, prompt libraries, framework documents, governance materials and training materials;
c) reusable workflow logic, connectors, scripts, documentation and internal methods;
d) any concept, draft or idea not included in the final Deliverables;
e) all improvements to Emotio’s own methods and materials developed during the work.
13.3 Unless the Proposal clearly says otherwise, no intellectual property is assigned to the Client.
13.4 On full payment of all sums due, Emotio grants the Client a perpetual, non-exclusive, non-transferable licence to use the Deliverables for the Client’s internal business purposes and for the use described in the Proposal.
13.5 Unless the Proposal clearly says otherwise, the licence in clause 13.4 does not include:
a) a right to resell or sublicense the Deliverables;
b) exclusive ownership;
c) a transfer of source code, raw prompt libraries, raw workflow exports, developer accounts or full platform ownership;
d) a right to use any unused concepts, drafts or internal tools.
13.6 Any handover, migration, export, retraining, documentation extension or platform transfer work is chargeable unless included in the Proposal.
14. Confidentiality
14.1 Each party will keep the other party’s confidential information confidential and will use it only as needed for the Agreement.
14.2 A party may disclose confidential information:
a) to its employees, contractors, advisers and group companies who need to know it for the Agreement and are under duties of confidentiality; or
b) where required by law, court order or a regulator.
14.3 This clause does not apply to information which:
a) is already public other than through breach of this Agreement;
b) was lawfully known before disclosure;
c) is lawfully received from a third party without breach of confidence;
d) is independently developed without use of the other party’s confidential information.
15. Warranties and disclaimers
15.1 Emotio warrants that it has the right to enter into the Agreement and will supply the AI Services with reasonable care and skill.
15.2 The Client warrants that:
a) it has the right to enter into the Agreement;
b) it has the right to provide the Client Data and materials to Emotio;
c) its instructions, data and materials do not knowingly infringe third-party rights or break the law.
15.3 Except as clearly stated in the Agreement, no other warranty is given.
15.4 Emotio does not warrant that:
a) the AI Services will be uninterrupted, error-free or available at all times;
b) any AI output will always be accurate, complete, current or fit for a particular purpose;
c) an AI Solution will work exactly the same way forever after go-live;
d) third-party models or platforms will keep the same functionality, behaviour or pricing;
e) the Client will achieve a specific commercial result.
15.5 The Client accepts that AI Solutions may need ongoing tuning, governance, monitoring and refinement after launch, especially where third-party models or connected systems change.
16. Limitation of liability
16.1 Nothing in the Agreement excludes or limits liability for:
a) death or personal injury caused by negligence;
b) fraud or fraudulent misrepresentation; or
c) any liability that cannot lawfully be excluded.
16.2 Subject to clause 16.1, Emotio will not be liable for:
a) loss of profit;
b) loss of revenue;
c) loss of business;
d) loss of goodwill or reputation;
e) loss of data;
f) indirect or consequential loss.
16.3 Subject to clause 16.1, Emotio will not be liable for loss arising from:
a) third-party platform outages, changes or failures;
b) the Client’s data, lists, instructions or approvals;
c) model drift, model updates, API changes or platform policy changes;
d) autonomous actions approved by the Client;
e) the Client’s failure to review outputs where review was required;
f) compliance failures caused by the Client’s data, permissions, message lists or instructions.
16.4 Subject to clause 16.1, Emotio’s total aggregate liability arising under or in connection with the Agreement will not exceed the lower of:
a) £250,000; or
b) the total fees paid by the Client to Emotio under the relevant Proposal or during the 12 months before the claim arose, whichever is lower.
17. Term and termination
17.1 The Agreement will continue for the term set out in the Proposal, unless ended earlier under this clause.
17.2 Either party may terminate the Agreement immediately by written notice if the other party:
a) commits a material breach which cannot be fixed;
b) commits a material breach which can be fixed but does not fix it within 30 days of written notice;
c) becomes insolvent, stops trading, or is unable to pay its debts as they fall due.
17.3 Emotio may suspend the AI Services immediately, or terminate them on written notice, if:
a) the Client does not pay an invoice when due;
b) the Client is using the AI Services unlawfully or unsafely;
c) continued delivery would create legal, regulatory, security or reputational risk for Emotio;
d) required platform access, approvals or compliance steps are missing.
17.4 Suspension does not remove the Client’s obligation to pay fees already due or falling due during the agreed term.
18. Consequences of termination
18.1 On termination, the Client must pay:
a) all fees and expenses due up to the termination date;
b) all committed third-party costs;
c) where the Agreement is terminated during a fixed term, any fees that remain payable for the rest of that fixed term under clause 9.4 or the Proposal.
18.2 On full payment of all sums due, Emotio will provide the Deliverables or handover items expressly included in the Proposal.
18.3 Unless the Proposal says otherwise, Emotio may disable, disconnect or stop supporting:
a) live automations;
b) hosted workflows;
c) connected telephony numbers;
d) platform connections;
e) dashboards or support environments,
on or after termination.
18.4 Any transition support, migration work, export work or replacement provider support after termination is chargeable.
18.5 Clauses which by their nature are meant to continue after termination will continue, including clauses on payment, confidentiality, intellectual property, data protection, liability and notices.
19. Notices
19.1 Any notice under the Agreement must be in writing.
19.2 A notice may be delivered:
a) by hand;
b) by pre-paid first-class post or next working day delivery service; or
c) by email to the notice email address stated in the Proposal or otherwise used by the parties for formal contract notices.
19.3 A notice will be treated as received:
a) if delivered by hand, when left at the proper address;
b) if sent by pre-paid first-class post or next working day delivery service, at 9.00 am on the second Business Day after posting;
c) if sent by email, at 9.00 am on the next Business Day after transmission, provided no delivery failure message is received.
20. General
20.1 Emotio may use employees, contractors, affiliates or subcontractors to supply the AI Services.
20.2 The Client may not assign or transfer the Agreement without Emotio’s written consent.
20.3 Emotio may assign, transfer, subcontract or delegate its rights and obligations under the Agreement.
20.4 Nothing in the Agreement creates a partnership, joint venture or employment relationship between the parties.
20.5 Neither party is liable for delay or failure caused by events outside its reasonable control.
20.6 If any part of the Agreement is held invalid or unenforceable, the rest will continue in force.
20.7 A waiver of any right under the Agreement is only effective if in writing.
20.8 The Agreement is the entire agreement between the parties in relation to its subject matter and replaces earlier discussions and drafts about that subject matter.
20.9 The Agreement is governed by the law of England and Wales.
20.10 The courts of England and Wales have exclusive jurisdiction to hear any dispute arising out of or in connection with the Agreement.
Acceptance
By signing this proposal, confirming acceptance in writing, instructing Emotio Design Group Ltd to begin work, or paying the first invoice issued in connection with this proposal, the Client confirms that it has read, understood and agrees to be bound by the Terms and Conditions available at:
https://emotio-design-group.co.uk/aiterms
The Client acknowledges that those Terms and Conditions form part of this proposal and apply to all AI services, consultancy, workshops, keynote sessions, implementation work, automations, integrations, support and any related services provided by Emotio Design Group Ltd.
The Client further acknowledges that AI services may involve evolving third-party platforms, models and connected systems, and that AI outputs and automations may vary in performance and behaviour over time. The Client agrees that such services are provided subject to the limitations, review requirements, warranty terms and responsibility provisions set out in the Terms and Conditions.
Where this proposal is not physically or electronically signed, acceptance will be deemed to have taken place on the earliest of:
a) written confirmation to proceed;
b) instruction to begin work;
c) commencement of work by Emotio; or
d) payment of the first invoice.
