BespokeWorks Services Terms of Use

1. Introduction and Definitions

These Terms of Use (“Terms”) govern your access to and use of the services provided by BespokeWorks AI Limited, a company registered in England and Wales under company number 14553823 (“BespokeWorks”, “we”, “us”, or “our”). The services are made available through the BespokeWorks Client Portal and include AI-assisted tools for content generation, business automation, data analysis, and commercial workflow support (together, the “Service” or “Services”).

These Terms are a contract between BespokeWorks and the business (“Customer”, “you”, or “your”) that registers for or is invited to a Client Portal account. The Services are offered on a business-to-business basis only. By accessing or using the Services, you warrant that you are acting for purposes relating to your trade, business, craft or profession, and that you have authority to bind the organisation you represent. If you do not agree to these Terms, you must not use the Services.

In these Terms, the following definitions apply:

• “Service” means any BespokeWorks product or module that you are authorised to use, including all features, tools, dashboards, data connectors, reports, analytics, generated content, and APIs provided through the BespokeWorks Client Portal.
• “Business Data” means all data uploaded to, processed by, or generated within the Services by or on behalf of you, including transaction records, source documents, prompts, generated content, and reports.
• “DPA” means the Data Processing Agreement that forms part of these Terms and is published at the /[clientId]/legal/dpa route of the Portal.
• “Fees” means the fees payable by you for the Services, as set out in the order form, invoice, or account-level pricing configuration agreed between the parties.

2. The Service

The BespokeWorks Services are software tools designed to help businesses automate, generate, and analyse commercial content and data. Features may vary by product and subscription tier and will be described on the relevant product page or order form.

You acknowledge that you are using the Services to process your own Business Data. The Services are provided as operational tools only. BespokeWorks does not provide tax, legal, financial, medical, or other regulated advice. Output of the Services, including AI-generated content, recommendations, and calculations, should be reviewed by a qualified person before being relied upon, published, or submitted to any authority. You are responsible for ensuring that any output is accurate, suitable, and compliant before you act on it.

3. Your Responsibilities and Acceptable Use

You agree that:

• You will use the Services only for lawful purposes and in accordance with these Terms.
• You are responsible for the accuracy and completeness of all Business Data you upload and for reviewing all output before publication or external use.
• You will keep your login credentials confidential, enable any multi-factor authentication offered, and will not share access with unauthorised persons. You remain liable for all acts and omissions of persons using your account.
• You will comply with all applicable laws, including UK GDPR, the Data Protection Act 2018, PECR, the Equality Act 2010, applicable advertising and marketing rules, and any sector-specific regulation that applies to your business.

You will not, and will not permit any third party to:

• use the Services to transmit, generate, or store content that is unlawful, infringing, defamatory, obscene, harassing, discriminatory, or in breach of the intellectual property or privacy rights of any third party;
• use the Services to generate content intended to deceive as to its origin (for example, impersonating a person without their consent), to produce malware, phishing content, or material intended to manipulate elections or markets;
• probe, attack, reverse-engineer, decompile, scrape, or otherwise circumvent the technical protections, access controls, or rate limits of the Services, or use the Services to derive training data or build a competing product;
• resell, rent, sublicense, or otherwise make the Services available to any third party without our prior written consent;
• use the Services to send unsolicited communications in breach of PECR or equivalent legislation, or to make automated calls without the consents required by regulation 19 of PECR; or
• input personal data of categories set out in Article 9 UK GDPR (special category data) or Article 10 UK GDPR (criminal offence data) unless the Services are expressly designed to process such data and you have a lawful basis to do so.

A breach of this section is a material breach of these Terms and may result in suspension under section 6 or termination under section 14.

4. Fees and Payment

You will pay the Fees in the amounts and at the intervals specified in your order form or account pricing configuration. Unless stated otherwise, Fees are exclusive of VAT and any other applicable taxes, which you will pay at the prevailing rate on receipt of a valid VAT invoice (where applicable).

Invoices are payable within thirty (30) days of the invoice date. If you do not pay an undisputed invoice by its due date, we may (without prejudice to any other right or remedy):

• charge statutory interest on the overdue amount under the Late Payment of Commercial Debts (Interest) Act 1998, accruing daily from the due date at a rate of 8% above the Bank of England base rate, together with the fixed sum compensation set out in that Act (currently £40, £70 or £100 per invoice depending on the invoice value);
• recover reasonable costs of recovering the debt (including legal and collection-agent costs) under section 5A of that Act; and
• suspend the Services under section 6 until all overdue amounts, plus accrued interest and compensation, are paid in full.

If you believe an invoice contains an error, you must notify us in writing within fourteen (14) days of the invoice date setting out the disputed items and the reason. Undisputed items remain payable within the normal timescale. Late-payment remedies above do not apply to amounts genuinely in dispute while the dispute is being resolved in good faith.

5. Subscription Term, Renewal, and Price Changes

Unless your order form states otherwise, subscriptions are granted for an initial term of one (1) month and auto-renew for successive one-month periods at the end of each term. Either party may prevent auto-renewal by giving written notice under section 14 (Notices) no later than seven (7) days before the end of the current term. Where an initial term longer than one month is agreed, the renewal period will match the initial term unless the order form states otherwise.

We may change the Fees for a renewal period by giving you at least thirty (30) days’ written notice before the end of the current term. If you do not accept the new Fees, you may prevent renewal by giving notice under section 14 before the end of the current term; the existing Fees will continue to apply until the end of that term.

6. Suspension

We may suspend all or part of the Services, immediately and without liability to you, if:

• you fail to pay an undisputed invoice by its due date and have not paid within seven (7) days of a written reminder;
• we reasonably believe your use of the Services breaches section 3 (Your Responsibilities and Acceptable Use) or applicable law;
• your use of the Services poses a security, integrity, or availability risk to BespokeWorks, its other customers, or third parties; or
• a regulator, law-enforcement authority, or third-party platform requires us to do so.

We will give you as much notice of suspension as is reasonably practicable in the circumstances and will restore the Services as soon as practicable once the cause of suspension has been resolved.

7. Confidentiality

“Confidential Information” means any information disclosed by one party (“Discloser”) to the other (“Recipient”), whether orally or in writing, that is identified as confidential or that would reasonably be understood to be confidential given its nature and the circumstances of disclosure, including Business Data, fees, the Services’ non-public features, and the content of any commercial negotiations.

The Recipient will: (a) use the Confidential Information only to perform its obligations and exercise its rights under these Terms; (b) protect it using at least the same degree of care it uses for its own confidential information, and in any event no less than reasonable care; and (c) not disclose it to any third party other than employees, contractors, and professional advisers who have a need to know and who are bound by equivalent confidentiality obligations. Confidentiality obligations do not apply to information that is or becomes publicly available other than through breach of these Terms, was already known to the Recipient free of any confidentiality obligation, is independently developed, or is required to be disclosed by law or a competent authority (in which case the Recipient will, to the extent permitted, notify the Discloser in advance).

8. Disclaimer of Warranty

Except as expressly set out in these Terms, the Services are provided on an “as is” and “as available” basis. To the maximum extent permitted by law, BespokeWorks disclaims all implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, and non-infringement.

Without limiting the foregoing, BespokeWorks does not warrant that: the Services will be uninterrupted, timely, secure, or error-free; the results or generated content produced by the Services will be accurate, complete, reliable, or fit for your specific purpose; AI-generated output will be free of hallucinations, bias, or third-party intellectual property exposure; or that any defects will be corrected within any particular timeframe.

9. Indemnification

You agree to indemnify, defend, and hold harmless BespokeWorks, its directors, officers, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or in connection with:

• Your use of the Services in breach of these Terms.
• Any third-party claim that your use of a data connector or third-party integration infringes the rights of, or violates the terms of service of, any third-party platform.
• Any inaccuracy in the Business Data you provide, any tax treatment you apply, or any content you publish through the Services.
• Your breach of applicable data protection or direct-marketing law.

10. Limitation of Liability

Subject to the remainder of this section, and to the maximum extent permitted by applicable law, BespokeWorks’ total aggregate liability to you under or in connection with these Terms, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total Fees actually paid by you to BespokeWorks for the Services during the twelve (12) months immediately preceding the event giving rise to the claim.

In no event shall BespokeWorks be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, loss of anticipated savings, loss of data, loss of business opportunity, or loss of goodwill, even if advised of the possibility of such damages.

Nothing in these Terms excludes or limits either party’s liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) any liability that cannot be excluded or limited by English law; (d) the Customer’s payment obligations under these Terms; or (e) either party’s indemnification obligations in respect of third-party intellectual property or data protection claims, for which liability shall be capped at twice the amount set out in the first paragraph of this section rather than excluded.

11. Data and Privacy

For the purposes of applicable data protection legislation, you are the data controller and BespokeWorks is the data processor in respect of personal data that you upload to or process through the Services. The processing of that personal data is governed by the DPA, which forms part of these Terms. In respect of portal-user account data (for example, the names and email addresses of your administrators), BespokeWorks acts as controller in its own right; further information is set out in our Privacy Policy.

12. Intellectual Property

All intellectual property rights in the Services, including the software, algorithms, user interface, prompt templates, and documentation, are and remain the property of BespokeWorks or its licensors. These Terms grant you a limited, non-exclusive, non-transferable, revocable licence to use the Services during the term of your subscription and solely in accordance with these Terms.

You retain all rights in your Business Data. You grant BespokeWorks a non-exclusive, worldwide, royalty-free licence to host, copy, transmit, and display Business Data solely to the extent necessary to provide the Services to you. Where the Services generate content based on your inputs (for example, blog posts, summaries, or drafts), ownership of that generated content, as between you and BespokeWorks, passes to you upon generation, subject to any third-party rights that may subsist in underlying source material, training data, or third-party model outputs. BespokeWorks does not use your Business Data or the content you generate to train general-purpose AI models for the benefit of third parties.

13. Force Majeure

Neither party will be liable for any failure or delay in performance (other than obligations to pay money) caused by an event beyond its reasonable control, including acts of God, war, terrorism, civil unrest, pandemic, industrial action, failure of upstream providers, internet or electricity outages, or acts of government. The affected party will notify the other as soon as practicable and use reasonable endeavours to mitigate the effect. If the event continues for more than sixty (60) days, either party may terminate these Terms on written notice.

14. Termination

Either party may terminate these Terms:

• at the end of the then-current subscription term in accordance with section 5;
• with immediate effect on written notice if the other party is in material breach of these Terms and, where that breach is remediable, fails to remedy it within thirty (30) days of written notice; or
• with immediate effect on written notice if the other party becomes insolvent, is subject to an administration or winding-up order, or ceases to trade.

Upon termination for any reason: (a) your right to use the Services will cease; (b) BespokeWorks will retain Business Data for a period of up to ninety (90) days to allow you to export it, after which it will be deleted in accordance with the DPA, save where applicable law requires a longer retention period; (c) all Fees accrued up to the termination date become immediately payable; and (d) those provisions of these Terms that by their nature should survive termination will do so (see section 19).

15. Notices

Notices under these Terms must be in writing and will be deemed received: (a) when sent by email, on the next business day after transmission, provided no bounce or non-delivery notification is received; or (b) when sent by recorded-delivery post to the addressee’s registered office, on the second business day after posting. Notices to BespokeWorks should be sent to contact@bespokeworks.ai or to BespokeWorks AI Limited, Unit 9, Magreal Industrial Estate, Freeth Street, Birmingham, England, B16 0QZ. Notices to you will be sent to the email address associated with your account or to your registered office.

16. Changes to These Terms

BespokeWorks may modify these Terms from time to time. Where a change is material (for example, a change that meaningfully reduces the Services or your rights), we will give you at least thirty (30) days’ notice by email and by updating the version and effective date above. If you do not accept a material change, you may terminate these Terms under section 14 before the change takes effect; the existing Terms will continue to apply until the end of your current subscription term. Use of the Services after the change takes effect constitutes acceptance of the updated Terms.

17. Third-Party Rights

Except where expressly stated, a person who is not a party to these Terms has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its provisions. The rights of the parties to rescind or vary these Terms are not subject to the consent of any third party.

18. Assignment and Sub-contracting

You may not assign, novate, or otherwise transfer any of your rights or obligations under these Terms without our prior written consent. BespokeWorks may: (a) assign or novate these Terms to an affiliate or in connection with a merger, reorganisation, or sale of all or substantially all of its business; and (b) engage sub-contractors, including the sub-processors listed in the DPA, to perform parts of the Services, provided that BespokeWorks remains responsible to you for the performance of those sub-contractors.

19. Survival

Sections 4 (Fees and Payment, in respect of unpaid amounts), 7 (Confidentiality), 9 (Indemnification), 10 (Limitation of Liability), 11 (Data and Privacy), 12 (Intellectual Property), 15 (Notices), 17 (Third-Party Rights), 20 (Governing Law and Jurisdiction), and this section 19 will survive termination of these Terms.

20. 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. The courts of England and Wales have exclusive jurisdiction to settle any such dispute or claim brought against BespokeWorks; BespokeWorks may bring proceedings against you in any court of competent jurisdiction, including where you are incorporated or have assets.

21. General

If any provision of these Terms is held to be invalid or unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force and effect. A failure or delay to enforce a right is not a waiver of that right. These Terms, together with the DPA and Privacy Policy, constitute the entire agreement between you and BespokeWorks with respect to the Services and supersede any prior agreement on the same subject matter.

22. Contact

If you have any questions about these Terms, please contact us at contact@bespokeworks.ai, or by post to BespokeWorks AI Limited, Unit 9, Magreal Industrial Estate, Freeth Street, Birmingham, England, B16 0QZ.