Terms of Service

1. Introduction

These terms and conditions ("Terms") govern your use of the EfficiencyAI website (efficiencyai.co.uk) and the consulting services provided by EfficiencyAI Ltd ("we", "us", "our"). By accessing our website or engaging our services, you agree to be bound by these Terms. If you do not agree to these Terms, please do not use our website or services.

EfficiencyAI Ltd is registered in England and Wales. Our registered office address is available on request.

2. Our services

We provide fractional AI consulting and business analysis services to UK-based businesses, including but not limited to: AI business analysis and requirements engineering, AI readiness assessments and data foundations work, fractional AI officer services, sector-specific AI solutions, and digital transformation and project analysis.

The specific scope, deliverables, timelines, and fees for each engagement will be set out in a separate statement of work or proposal document agreed between both parties before work begins.

3. Engagement terms

All consulting engagements are subject to a written statement of work or proposal agreed by both parties. This document will specify: the scope of work and deliverables, timeline and milestones, fees and payment schedule, acceptance criteria where applicable, and any specific terms relevant to the engagement.

Any changes to the agreed scope of work must be documented in writing and agreed by both parties before additional work is undertaken. We reserve the right to adjust fees where scope changes materially affect the time or resources required.

4. Payment terms

Fees are as set out in the relevant statement of work or proposal. Unless otherwise agreed in writing:

• Invoices are issued monthly in arrears or at agreed milestones
• Payment is due within 30 days of the invoice date
• All fees are quoted exclusive of VAT, which will be added where applicable
• Late payments may incur interest at 8% above the Bank of England base rate, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998

Reasonable expenses incurred in the delivery of services (such as travel to client sites) will be recharged at cost with prior agreement.

5. Intellectual property

Unless otherwise agreed in writing: all intellectual property rights in deliverables created specifically for the client during an engagement shall transfer to the client upon full payment of all fees. We retain the right to use general knowledge, skills, experience, and methodologies developed or refined during the engagement, provided that no confidential information is disclosed.

All pre-existing intellectual property (including our templates, frameworks, and methodologies) remains our property. Where pre-existing IP is incorporated into deliverables, we grant the client a non-exclusive, perpetual licence to use it for internal business purposes.

All content on this website, including text, graphics, logos, and design, is our property or used under licence and is protected by copyright law. You may not reproduce, distribute, or use any content without our prior written consent.

6. Confidentiality

Both parties agree to keep confidential all information received from the other party that is marked as confidential or that would reasonably be considered confidential given the nature of the information or the circumstances of disclosure. This obligation shall survive the termination of any engagement for a period of three years.

We offer a non-disclosure agreement (NDA) as standard on request prior to any initial consultation. Confidential information shall not be disclosed to any third party without the prior written consent of the disclosing party, except where required by law or regulation.

Confidentiality obligations do not apply to information that:

• Is or becomes publicly available through no fault of the receiving party
• Was already known to the receiving party prior to disclosure
• Is independently developed by the receiving party
• Is disclosed with the prior written consent of the disclosing party

7. Data protection

We process personal data in accordance with the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018. Please refer to our Privacy Policy for full details of how we collect, use, and protect your personal data.

Where we process personal data on behalf of a client during an engagement, we will enter into a separate data processing agreement as required.

8. Limitation of liability

Our total liability to you in connection with any engagement shall not exceed the total fees paid or payable under that engagement in the 12 months preceding the claim. This limitation applies to all causes of action, whether in contract, tort (including negligence), or otherwise.

We shall not be liable for:

• Any indirect, consequential, or special losses
• Loss of profit, revenue, business, or anticipated savings
• Loss of data or damage to data
• Loss of goodwill or reputation

Nothing in these Terms excludes or limits our liability for: death or personal injury caused by our negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by English law.

9. Warranties and disclaimers

We warrant that our services will be performed with reasonable care and skill in accordance with generally accepted industry standards. We do not guarantee specific outcomes or results from our consulting services, as outcomes depend on numerous factors beyond our control.

This website is provided on an "as is" basis. While we endeavour to keep the information on this website accurate and up to date, we make no warranties or representations regarding its completeness, accuracy, or suitability for any particular purpose.

10. Termination

Either party may terminate an engagement by giving 30 days written notice to the other party, unless a different notice period is specified in the statement of work.

Either party may terminate an engagement immediately by written notice if the other party: commits a material breach that is not remedied within 14 days of written notice, becomes insolvent or enters into administration, or is unable to perform its obligations due to force majeure for a period exceeding 60 days.

Upon termination: all fees for work completed up to the termination date become due, we will deliver any work-in-progress deliverables completed to date, and confidentiality obligations continue as specified in section 6.

11. Force majeure

Neither party shall be liable for any failure or delay in performing its obligations where such failure or delay results from circumstances beyond the reasonable control of that party, including but not limited to: natural disasters, pandemic, acts of government, power failure, or internet service disruption.

12. Website use

You may use this website for lawful purposes only. You must not use this website: in any way that breaches any applicable local, national, or international law, in any way that is fraudulent or has any fraudulent purpose, to transmit or procure the sending of any unsolicited or unauthorised advertising material, or to knowingly introduce viruses or other malicious code.

13. Third-party links

This website may contain links to third-party websites. These links are provided for your convenience only. We have no control over the content of those websites and accept no responsibility for them or for any loss or damage that may arise from your use of them.

14. Changes to these terms

We reserve the right to update these Terms at any time. Changes will be posted on this page with an updated "last updated" date. For existing engagements, the terms agreed at the start of the engagement will continue to apply unless both parties agree otherwise in writing.

15. Governing law and jurisdiction

These Terms are governed by and construed in accordance with the laws of England and Wales. Any disputes arising from or in connection with these Terms shall be subject to the exclusive jurisdiction of the courts of England and Wales.

16. Contact

For questions about these Terms, contact us at hello@efficiencyai.co.uk.