Terms of Service

01 Introduction and Acceptance

These Terms of Service (“Terms”) govern your use of the Tessaris AI Systems Ltd (“Tessaris”, “we”, “us” or “our”) website, and set out the general framework that applies to any AI consultation or automation engagement between Tessaris and a client (“Client”, “you” or “your”), unless expressly varied by a signed Statement of Work or services agreement for that engagement.

By using our website, booking a consultation, or engaging Tessaris for services, the Client agrees to these Terms. If the Client does not agree, it should not use our website or services.

Our services are provided to businesses only. Nothing in these Terms is intended to apply to consumers, and Tessaris does not knowingly offer its services to individuals acting outside a trade, business or profession. By using our website or engaging our services, the Client warrants that it is doing so in the course of a trade, business or profession, and not as a consumer.

02 About Tessaris

Tessaris provides AI consultation and AI automation services to small and medium-sized businesses in the UK, including process discovery, solution design, build, deployment and ongoing support of AI-driven and automated workflows.

03 How an Engagement Works

• Initial consultations booked through our website are provided free of charge and without obligation.
• Where the Client decides to proceed, the scope, deliverables, fees, milestones and timeline for a specific engagement will be set out in a separate Statement of Work or services agreement (“SOW”), which we will provide for the Client's review and signature before chargeable work begins.
• If there is any conflict between these Terms and a signed SOW for a specific engagement, the SOW takes precedence for that engagement.

Nothing on our website, including illustrative figures, calculators, case studies or testimonials, forms part of a contractual offer. A binding engagement only arises once a SOW has been agreed in writing by both parties.

04 Use of Our Website

The Client may use our website for lawful purposes connected with evaluating or engaging our services. The Client must not:

• Use the website in any way that breaches applicable law or regulation;
• Attempt to gain unauthorized access to our systems, scrape or systematically extract content, or introduce malicious code;
• Misrepresent its identity or affiliation, or submit false information through our forms or booking tools;
• Use our savings calculator or any other tool's output as a substitute for professional financial or business advice.

All content on our website, including text, graphics, logos, the Tessaris name and branding, is owned by or licensed to Tessaris and protected by copyright and other intellectual property laws. The Client may view and print content for its own reference but may not reproduce, distribute or create derivative works from it without our prior written consent.

Our website may link to third-party sites. We do not control and are not responsible for the content, accuracy or availability of any third-party site.

05 Illustrative Content and Estimates

Figures, statistics, savings estimates (including those generated by our savings calculator), case studies and testimonials on our website are provided for illustrative purposes only. They are based on general industry patterns or past engagements and do not represent a guarantee, prediction or warranty of the results any particular business will achieve. Actual outcomes depend on your specific circumstances, data, processes and level of engagement, and will be addressed, where appropriate, in the outcomes agreed in your SOW.

06 Client Data Accessed for Development

Delivering our services may require Tessaris to access personal or business data held within a Client's own systems, documents or workflows, solely to design, build and test the agreed solution.

• Access is limited to what is reasonably necessary for the specific engagement and is time-bound to the development and testing period.
• Tessaris acts as a data processor on the Client's instructions for any personal data accessed in this way, under the data processing terms set out in the applicable SOW or a separate Data Processing Agreement.
• On completion of the engagement, Tessaris deletes Client data held for development purposes from its active working systems, save for copies retained temporarily in routine security backups (purged in the ordinary backup cycle) or where retention is required by law.
• The Client remains responsible, as data controller, for its own customer, staff and supplier data, and for ensuring it has a lawful basis to share that data with Tessaris.

Further detail on how we handle personal data is set out in our Privacy Policy, which forms part of these Terms.

07 Client Responsibilities

To enable us to deliver the services, the Client agrees to:

• Provide accurate, complete and timely information, access, and cooperation reasonably required for the engagement;
• Ensure it has the right to share any data, documents or system access it provides to Tessaris, and that doing so does not breach any third-party right or obligation;
• Make decisions and provide sign-off at the stages agreed in the SOW, since delays in doing so may affect timelines and costs;
• Use any deliverable in accordance with any usage guidance provided and applicable law.

08 Fees and Payment

Unless otherwise agreed in a SOW, fees for engagements are billed on a milestone basis, with invoices issued on completion of each agreed milestone.

• Payment is due within 14 days of the invoice date.
• If an invoice is not paid by its due date, Tessaris may charge statutory interest on the overdue amount under the Late Payment of Commercial Debts (Interest) Act 1998, currently set at 8% above the Bank of England base rate, together with the fixed compensation sums set out below.
• The fixed compensation sum payable per unpaid invoice, in addition to statutory interest, is: £40 for a debt under £1,000; £70 for a debt of £1,000 up to £9,999.99; and £100 for a debt of £10,000 or more, in each case as set by the Late Payment of Commercial Debts Regulations 2013.
• Tessaris may suspend work on an engagement if an invoice remains unpaid more than 14 days after its due date, until payment is received.
• All fees are exclusive of VAT, which will be added at the applicable rate where chargeable.

09 Intellectual Property

On full payment of the applicable fees, the Client owns the bespoke deliverable created specifically for it under a SOW (for example, a configured automation, workflow or integration built for that Client's business).

Tessaris retains ownership of all pre-existing frameworks, templates, methodologies, code libraries, know-how and other reusable components that we bring to or develop during an engagement, whether or not they are incorporated into a Client's deliverable (“Tessaris IP”). Where Tessaris IP is incorporated into a deliverable, Tessaris grants the Client a non-exclusive, perpetual licence to use that Tessaris IP as part of the deliverable for the Client's own internal business purposes.

Nothing in these Terms transfers ownership of any third-party software, platform or tool (such as Zapier, Make, n8n, Power Automate, UiPath, OpenAI, Airtable, HubSpot, Salesforce or Azure AI Services) used to build or run a deliverable. Use of such platforms remains subject to the relevant provider's own terms, and the Client is responsible for maintaining any licences or subscriptions required to keep a deliverable running after handover, unless otherwise agreed in the SOW.

Tessaris may retain and use general knowledge, techniques and non-confidential learnings gained during an engagement (excluding the Client's confidential information and any Client-specific data) in delivering services to other clients.

10 Confidentiality

Each party agrees to keep confidential any non-public business, technical or financial information disclosed by the other in connection with an engagement, and to use it only for the purposes of that engagement. This obligation does not apply to information that is or becomes public through no fault of the receiving party, was already known to it, or is independently developed without reference to the disclosing party's confidential information. Either party may disclose confidential information where required by law, regulation or a competent authority.

11 Warranties and Disclaimers

Tessaris will perform its services with reasonable skill and care, consistent with good industry practice.

Except as expressly stated in these Terms, a SOW, or our Privacy Policy, and to the fullest extent permitted by law, Tessaris does not make any warranty, express or implied, as to:

• Any specific level of time savings, cost reduction, revenue increase or other business outcome from a deliverable;
• The uninterrupted or error-free operation of any deliverable, or of any third-party platform it relies on;
• The suitability of a deliverable for any purpose not expressly agreed in the applicable SOW.

Our website and any tools on it (including the savings calculator) are provided “as is”, without warranty of accuracy or completeness, and should not be relied on as a substitute for professional advice specific to your business.

12 Limitation of Liability

Nothing in these Terms limits or excludes either party's liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability which cannot be limited or excluded under applicable law.

Subject to the paragraph above, and to the fullest extent permitted by law:

• Tessaris's total aggregate liability arising out of or in connection with an engagement, whether in contract, tort (including negligence) or otherwise, is limited to the total fees paid or payable by the Client to Tessaris under the applicable SOW in the 12 months preceding the event giving rise to the claim;
• Tessaris is not liable for any indirect, special or consequential loss, or for any loss of profit, revenue, business, contracts, goodwill or anticipated savings, even if such loss was foreseeable;
• Tessaris is not liable for any failure or delay caused by a third-party platform, service or integration outside our reasonable control, or by inaccurate, incomplete or delayed information or access provided by the Client.

Each provision of this Section operates independently. If any part is found unenforceable, the remaining parts continue to apply to the fullest extent permitted by law.

13 Term and Termination

Either party may terminate an ongoing engagement by giving the other 30 days' written notice.

Tessaris may terminate or suspend an engagement immediately on written notice if the Client breaches these Terms or the applicable SOW and does not remedy that breach within 14 days of being asked to do so, or if the Client becomes insolvent or unable to pay its debts as they fall due.

Where a Client terminates or cancels an engagement, whether during the notice period or otherwise, any deposits paid and any fees already paid or invoiced for work carried out, or for work scheduled and resourced under the SOW timeline as at the effective date of termination, are non-refundable. Termination does not affect any right or remedy that has already accrued to either party.

Sections relating to fees for work already carried out, intellectual property, confidentiality, limitation of liability, and governing law survive termination of an engagement.

14 Third-Party Platforms

Our services often involve configuring or integrating third-party automation, AI or software platforms selected to fit a Client's business. Tessaris is not responsible for the acts, omissions, pricing, availability, security or terms of service of any third-party platform provider, and any issue arising directly from a third-party platform's own performance is between the Client and that provider, save to the extent Tessaris has been negligent in its selection or configuration of that platform for the agreed purpose.

15 Force Majeure

Neither party is liable for any failure or delay in performing its obligations (other than payment obligations) caused by circumstances beyond its reasonable control, including but not limited to acts of God, war, civil unrest, industrial action, pandemic or epidemic, action taken by a government or public authority (including lockdowns or travel restrictions), utility or internet outages, or the failure of a third-party platform provider, provided the affected party notifies the other promptly and takes reasonable steps to mitigate the impact.

16 Changes to These Terms

We may update these Terms from time to time to reflect changes in our services or legal requirements. The date at the top of this page shows when it was last updated. Changes will not apply retrospectively to a SOW already signed, save where required to comply with a change in law. Continued use of our website after an update constitutes acceptance of the revised Terms.

17 General

• Entire agreement: These Terms, together with any applicable SOW, our Privacy Policy and our Cookie Policy, form the entire agreement between the parties in relation to their subject matter, and supersede any prior discussions, proposals or representations not incorporated into a signed SOW.
• Assignment: Neither party may assign or transfer its rights or obligations under these Terms without the other's prior written consent, save that Tessaris may do so in connection with a merger, acquisition or sale of its business.
• No partnership: Nothing in these Terms creates a partnership, joint venture, or agency relationship between the parties.
• Severability: If any provision of these Terms is found invalid or unenforceable, the remaining provisions continue in full force and effect.
• No waiver: A failure to enforce any provision of these Terms is not a waiver of the right to do so later.
• Notices: Notices under these Terms must be sent by email to the addresses in Section 2, or to the Client's registered contact for the relevant engagement, or by pre-paid post to the registered office address given in Section 2.

18 Governing Law and Jurisdiction

These Terms, and any dispute or claim arising out of or in connection with them (including non-contractual disputes or claims), are governed by the laws of England and Wales. Each party irrevocably agrees that the courts of England and Wales have exclusive jurisdiction to settle any such dispute or claim.