1. Introduction
These Terms and Conditions (“Terms”) govern the supply of AI products, software, platform access, and related services (“Services”) by AI Venture X Ltd (“we”, “us”, “our”) to any customer (“you”, “your”).
By placing an order, receiving an invoice, or using our Services, you accept these Terms.
2. Scope of Agreement
These Terms apply to all Services, including but not limited to:
- AI persona development
- white-label chat systems
- platform access and hosting
- API / iframe integrations
- consulting, prompt engineering, and support
- monthly subscription and per-persona licensing
Any written Statement of Work (SOW), proposal, or subscription plan forms part of these Terms.
In the event of conflict, the SOW or subscription plan prevails for scoped items; these Terms prevail otherwise.
3. Orders and Contract Formation
A binding contract forms when we issue an invoice or written confirmation.
Work begins only after payment is received unless agreed otherwise.
4. Prices, Payment, and Subscription Fees
Prices are in GBP unless stated otherwise.
VAT is applied according to UK VAT rules (e.g., outside the scope for certain non-UK B2B supplies).
4.1 MVP / Project Fees
MVP fees, development fees, and setup charges are payable upfront and are non-refundable.
4.2 Production Subscription Fees
Live deployment of personas requires a paid subscription.
Subscription fees are billed monthly in advance unless agreed otherwise.
Per-persona licensing, usage allowances, message throughput, or overage charges apply as set out in the applicable subscription plan.
4.3 Late Payment
We may pause access to the platform or Services if payment is overdue.
5. Delivery, Commencement & Dependencies
Service delivery depends on you providing required data, approvals, and technical access.
Delays on your side extend timelines.
We may provide access to a testing or demo environment (MVP), which is not a production system.
A go-live date is agreed only once all technical and operational requirements are met.
6. Platform Access, Hosting & Usage Limitations
6.1 Single-Tenant or Dedicated Environment
Where applicable, we provision a single-tenant environment dedicated to your account. This does not grant you ownership of any underlying software.
6.2 API / Iframe Access
API keys, iframe endpoints, and access credentials are provided for your internal use only.
Sharing, redistributing, or reverse engineering is prohibited.
6.3 Usage Limits
Subscription tiers may include monthly limits (e.g., message volume, image generation, concurrent sessions).
Exceeding these limits may incur additional fees or require an upgraded plan.
7. AI Outputs, Safety & High-Risk Content
Our Services use machine learning and generative models. Outputs may occasionally vary or be unpredictable.
We implement reasonable safeguards, but you are responsible for moderation, compliance, and user-facing content.
If you operate in regulated or high-risk categories (including gaming, adult content), you are solely responsible for:
- age verification
- legal compliance
- user safety
- platform-specific rules (e.g., or other third-party services)
We do not accept liability arising from your use of AI outputs.
8. Intellectual Property & Licensing
We retain all IP rights in all models, routing logic, persona frameworks, software, code, prompts, and orchestration layers.
You receive a non-exclusive, non-transferable licence to use the Services within the limits of your plan/SOW.
You may not:
- resell or sub-licence the platform
- claim ownership of our models
- access or modify backend infrastructure
- build derivative systems using our underlying IP
Assets you provide (text, likeness, audio, images, etc.) remain your property.
9. Warranty, Liability & Limitations
Services are provided “as is”.
We disclaim all warranties except those expressly stated in writing.
Our total liability is limited to the fees paid in the 30 days preceding the claim.
We are not liable for:
- indirect or consequential losses
- loss of profit or revenue
- content generated by AI
- delays caused by third parties or your systems
- regulatory or compliance failures on your side
Nothing excludes liability where prohibited by law.
10. Termination
Either party may terminate if the other materially breaches these Terms and fails to remedy within 30 days.
We may suspend access for non-payment.
Termination does not affect fees already due.
11. Governing Law
These Terms are governed by the law of England and Wales.
Disputes shall be resolved exclusively in the courts of England and Wales.
12. Amendments
We may update these Terms from time to time.
Updates take effect upon posting on our website.
Continued use of Services constitutes acceptance.