Phone
Sales – 01206 625037
Support – 01206 625041

Email
sales@ayeye.co.uk
support@ayeye.co.uk

Client Terms of Service

These terms are written to be used across the whole AYEYE network. They apply whether your services are supplied by an independent AYEYE franchisee or by AYEYE head office. Your quotation will tell you exactly who your contract is with.

1. How these terms work

1.1

These Client Terms of Service (Terms) apply to the free AI Business Audit and to all automation and related services supplied under the AYEYE brand, including email automation, social media management and automation, AI website chatbots, AI telephone answering and receptionist services, AI compliance reviews, business process automation, app development, and any other services described in your Quotation (together, the Services).

1.2

Your contract is with the business named on your Quotation (the Provider). In most cases the Provider is an independent AYEYE franchisee that owns and runs its own business under a licence from Cyvora Ltd. In some cases the Provider will be Cyvora Ltd itself. In these Terms, “we“, “us” and “our” mean the Provider, and “you” and “your” mean the business or person buying the Services.

1.3

AYEYE means Cyvora Ltd, trading as AYEYE, a company registered in England and Wales (company number 17092098), registered office South Chase Barn, Clees Hall Estate, Alphamstone, Bures, England, CO8 5DZ, head office Unit 4, Fox and Pheasant Centre, White Colne, Essex, CO6 2PS.

1.4

Please read these Terms carefully before you accept a Quotation. If anything in these Terms is unclear, please ask the Provider before you go ahead.

2. Definitions

2.2

In these Terms:

  • Automation means any workflow, integration, AI agent, chatbot, voice assistant, script, template or other automated process that we set up, configure or run for you;
  • Contract means the contract between you and the Provider for the Services, made up of the Quotation and these Terms;
  • Fees means the charges for the Services shown in the Quotation, including any set-up fee and any recurring (for example monthly) fee;
  • Quotation means the quotation, proposal, order form or audit acceptance which sets out the Services, the Fees and the Provider's details;
  • Third-Party Platforms means any software, app, platform, network or service provided by someone other than the Provider or AYEYE that the Services rely on or connect to, including (for example) email providers, social media networks, telephone and VoIP providers, website hosts, CRM systems, payment systems, app stores, cloud hosting providers, integration tools and AI model providers; and
  • Your Materials means any content, data, logins, branding, information and instructions that you provide to us.

3. Who is responsible for what

3.1

The Provider is responsible for your Services. If your Provider is an AYEYE franchisee, that franchisee is an independent business. It is not an employee, agent or partner of AYEYE and has no authority to make promises or enter into contracts on AYEYE’s behalf. The franchisee is solely responsible for the Contract, including its quotations, advice, delivery of the Services, invoicing and customer service.

3.2

AYEYE’s role. AYEYE develops and licenses the AYEYE brand, the AYEYE AI Business Auditing Platform and a library of ready-built automation solutions, which franchisees use to provide services to their clients. AYEYE may also help a franchisee set up or support your Services behind the scenes, as the franchisee’s subcontractor. Unless AYEYE is named as the Provider on your Quotation, AYEYE is not a party to your Contract and does not take on the Provider’s obligations to you.

3.3

Subcontractors. We may use subcontractors (including AYEYE head office) to help deliver the Services. We remain responsible to you for the Services we have agreed to supply.

3.4

Benefit of these Terms for AYEYE. Under the Contracts (Rights of Third Parties) Act 1999, AYEYE may rely on and enforce clauses 3, 4, 8, 9, 12, 15 and 16 of these Terms as if it were a party to the Contract. Apart from this, no one other than you and the Provider has any right to enforce these Terms.

4. The free AI Business Audit

4.1

The AI Business Audit is free and there is no obligation to buy anything as a result of it.

4.2

The audit uses the answers and information you provide, together with AYEYE’s auditing software, to produce a report highlighting where AI and automation may help your business. Scores, estimated time savings, estimated cost savings and recommendations in the report are estimates for guidance only. They depend on the accuracy of the information you provide and are not a guarantee of any particular result.

4.3

The audit report is not legal, financial, tax, HR or regulatory advice. The “AI compliance” part of the audit, and any AI compliance review we carry out, is a practical review of how you use AI and automation tools. It is not legal advice, and you should take your own professional advice where needed.

4.4

You may use your audit report for your own internal business purposes. The format, software and methodology behind the report remain the property of AYEYE.

5. Quotations and how the Contract is formed

5.1

A Quotation is valid for 30 days from its date unless it says otherwise.

5.2

The Contract is formed when you accept the Quotation (for example by signing it, clicking “Accept” in the AYEYE portal, confirming by email, or paying the first invoice). These Terms apply in preference to any terms you may put forward.

5.3

Any changes to the Services must be agreed in writing (email is fine). Changes may affect the Fees and timescales.

6. Our Services

6.1

We will provide the Services described in your Quotation using reasonable care and skill and in line with good industry practice.

6.2

Where the Services are built from AYEYE’s ready-built solutions, we will configure them for your business as described in the Quotation. Ready-built solutions are developed centrally and are improved over time. We may update, improve or replace the way an Automation works, provided this does not materially reduce the Services you have paid for.

6.3

Any timescales we give are our best estimates. We will keep you updated, but timescales often depend on you providing information, approvals and access, and on Third-Party Platforms.

6.4

App and bespoke development. Where the Services include building an app or bespoke software, the specification, milestones and acceptance process will be set out in the Quotation. Publication in the Apple App Store, Google Play or any other store is subject to those stores’ own review and approval, which we cannot control or guarantee.

7. Your responsibilities

7.1

To help us deliver the Services, you agree to:

  • Give us accurate, complete information and respond to our reasonable requests promptly;
  • Give us any access, logins and permissions we need to set up and run the Services, and keep your own accounts active, paid up and in good standing;
  • Check and approve content, templates, scripts, call flows, chatbot answers and other outputs before they go live, and tell us promptly if anything needs changing;
  • Keep your own copies and back-ups of your data and content;
  • Make sure that Your Materials and your use of the Services comply with the law and with the rules of each Third-Party Platform you use; and
  • Tell us promptly if you notice anything not working as expected.
7.2

Your marketing and communications. You are responsible for making sure you have a lawful basis to contact the people your Automations communicate with. This includes, for example, having any consent needed for marketing emails, texts or messages under the Privacy and Electronic Communications Regulations, telling callers that calls may be answered by an AI assistant and may be recorded, and complying with the terms of each social media platform.

7.3

You confirm that you own or have permission to use Your Materials, and that our use of them in line with your instructions will not infringe anyone else’s rights.

7.4

If you do not meet your responsibilities, we will not be responsible for any resulting delay or problem, and we may charge reasonable additional costs.

8. AI-generated content

8.1

Many of the Services use artificial intelligence to generate text, images, replies, summaries, voice responses or decisions. AI is a powerful tool, but it can occasionally produce content that is inaccurate, incomplete or unsuitable.

8.2

We design and test the Services to keep this to a minimum. However, you remain responsible for reviewing AI-generated content that is published or sent in your business’s name, and for deciding how far to rely on it. Where we offer an approval step (for example before social media posts are published), we recommend that you use it.

8.3

Please do not use the Services to make decisions that have legal or similarly significant effects on individuals without appropriate human review.

9. How automations run and what is outside our control

In short: we build our Automations to be reliable and we monitor and support them. But they run on technology provided by other companies, such as email providers, social media networks, phone networks, cloud servers and AI providers. Occasionally those services change or go down. When that happens we will work to get things running again as quickly as we reasonably can, but we cannot be responsible for the failures of systems we do not control.

9.1

Reliance on Third-Party Platforms. The Services depend on Third-Party Platforms that are owned and operated by other companies. Those companies may, at any time and without notice to us, change their features, settings, pricing, access rules or programming interfaces (APIs), limit the number of actions that can be carried out, suspend or restrict accounts, or withdraw a service altogether.

9.2

No guarantee of uninterrupted service. While we take reasonable steps to keep Automations running smoothly, we do not guarantee that any Automation will run without interruption, delay or error at all times. Automations may pause, stop, run late, run more than once or behave unexpectedly because of, for example:

  • Outages, downtime, maintenance or errors on any Third-Party Platform, hosting provider or AI provider;
  • Changes made by a Third-Party Platform, including changes to apis, security settings, permissions or usage limits;
  • A Third-Party Platform suspending, restricting or closing your account, or rejecting or removing content;
  • Expired, changed or revoked passwords, logins, access tokens or subscriptions;
  • Changes made to your systems, website, accounts or settings by you or anyone other than us;
  • Internet, telephone, mobile network or power failures;
  • Computer, server, hardware or software faults, bugs or incompatibilities;
  • Cyber-attacks, viruses, malware or other malicious activity; or
  • Emails being filtered as spam, or messages, calls or posts not being delivered by the receiving network or platform.
9.3

What we will do. If we become aware that an Automation has stopped or is not working properly, we will use reasonable endeavours to investigate and restore it, or to provide a reasonable workaround, within a reasonable time. Where the problem is caused by a Third-Party Platform, we may have to wait for that platform to resolve it. Where a Third-Party Platform permanently changes or withdraws a feature, we will discuss with you whether the Automation can be rebuilt or replaced, and any costs involved

9.4

Third-party terms. Your use of each Third-Party Platform is governed by that platform’s own terms, which are a matter between you and that platform. Any subscription fees you pay directly to Third-Party Platforms are your responsibility.

9.5

Limits on responsibility. To the extent permitted by law, neither the Provider nor AYEYE will be liable for any loss, missed communications, missed leads, lost or delayed messages, posts or calls, or other consequences caused by any of the matters listed in clause 9.2, or by any Third-Party Platform. This does not affect our obligation to use reasonable endeavours under clause 9.3.

10. Fees and payment

10.1

The Fees are set out in your Quotation. Unless stated otherwise, prices are in pounds sterling and exclude VAT, which will be added where applicable.

10.2

Unless the Quotation says otherwise, set-up and build fees are payable in full before work begins, and recurring fees are payable monthly in advance by Direct Debit, card or another method we agree.

10.3

Invoices must be paid within 14 days of the invoice date unless the Quotation says otherwise. If you do not pay on time, we may suspend the Services (including pausing Automations) after giving you at least 7 days’ notice, and we may charge interest on overdue business-to-business payments under the Late Payment of Commercial Debts (Interest) Act 1998.

10.4

We may change recurring fees by giving you at least 30 days’ written notice. If you do not agree with the change, you may cancel before it takes effect.

10.5

Third-Party Platform charges (for example messaging credits, telephone call charges, AI usage charges or software subscriptions) are not included in the Fees unless the Quotation says so. Where usage-based charges are passed on to you, we will explain how they are calculated.

10.6

Our Purchase, Cancellation and Refund Policy forms part of these Terms.

11. Length of the Contract, cancellation and ending the Services

11.1

One-off Services end once they have been delivered. Recurring Services continue month to month (or for any minimum term stated in the Quotation) until cancelled.

11.2

Either of us may cancel recurring Services by giving at least 30 days’ written notice, to end after any minimum term.

11.3

Either of us may end the Contract immediately by written notice if the other seriously breaches these Terms and (if the breach can be fixed) does not fix it within 14 days of being asked to, or if the other becomes insolvent or stops trading.

11.4

If your Provider stops trading. If your Provider is an AYEYE franchisee and it stops trading or stops being part of the AYEYE network, AYEYE may (but is not obliged to) offer to arrange for the Services to continue through another franchisee or through AYEYE head office. Any new arrangement will be on terms you agree at the time.

11.5

When the Contract ends, we will stop running the Automations. On request made within 30 days, we will provide your data that we hold in a commonly used format and/or help transfer it, which may be subject to a reasonable charge. Automations, workflows and templates built from AYEYE’s solutions are licensed for use during the Contract only (see clause 12).

11.6

Our Purchase, Cancellation and Refund Policy forms part of these Terms.

12. Intellectual property

12.1

You keep ownership of Your Materials. You give us permission to use Your Materials to provide the Services.

12.2

AYEYE (or its licensors) owns all intellectual property in the AYEYE brand, the AYEYE AI Business Auditing Platform, the ready-built automation solutions, and the underlying software, workflows, templates, prompts and know-how, including any improvements to them.

12.3

Invoices must be paid within 14 days of the invoice date unless the Quotation says otherwise. If you do not pay on time, we may suspend the Services (including pausing Automations) after giving you at least 7 days’ notice, and we may charge interest on overdue business-to-business payments under the Late Payment of Commercial Debts (Interest) Act 1998.

12.3

For as long as you pay the Fees, you have a non-exclusive, non-transferable licence to use the Automations and other deliverables for your own business.

12.4

Where the Quotation states that a bespoke deliverable (for example a bespoke app) will be owned by you, ownership of that deliverable passes to you once the relevant Fees are paid in full, excluding any AYEYE or third-party components, which are licensed to you for use with that deliverable.

12.5

Subject to clause 8, content generated for you by the Services (such as social media posts and email text) may be used by you freely in your business.

13. Data protection

13.1

Each of us will comply with the UK General Data Protection Regulation and the Data Protection Act 2018 (as amended, including by the Data (Use and Access) Act 2025) (Data Protection Law).

13.2

When we process personal data on your behalf as part of the Services (for example the details of your customers, enquirers or callers), you are the controller and we act as your processor. The Data Processing Terms in the Schedule to these Terms apply to that processing.

13.3

Information you provide during the AI Business Audit, and information about you as a client, is handled in line with the AYEYE Privacy Policy at www.ayeye.co.uk and, where your Provider is a franchisee, the franchisee’s own privacy notice.

14. Confidentiality

14.1

Each of us will keep the other’s confidential information secret and only use it for the purposes of the Contract, except where disclosure is required by law, or to professional advisers or subcontractors (including AYEYE) who need to know it and are bound by confidentiality.

15. Liability

15.1

Nothing in these Terms limits or excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for anything else that cannot be limited or excluded by law.

15.2

If you are a business, and subject to clause 15.1:

  • Neither the Provider nor AYEYE will be liable for any loss of profits, sales, business, revenue, contracts, anticipated savings, goodwill or reputation, for loss or corruption of data or content, or for any indirect or consequential loss, however caused;
  • The Provider's total liability to you arising out of or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty or otherwise, is limited to the total Fees paid by you under the Contract in the 12 months before the event giving rise to the claim; and
  • AYEYE (where it is not the Provider) will have no liability to you for the Services or the Contract, except for any liability that cannot be excluded by law.
15.3

If you are a consumer, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking these Terms or failing to use reasonable care and skill, but we are not responsible for loss or damage that is not foreseeable, or for any business losses. Nothing in these Terms affects your legal rights as a consumer.

15.4

Except as expressly set out in these Terms, all warranties, conditions and other terms implied by law are excluded to the fullest extent permitted by law.

15.5

We have set our prices on the basis of the limits of liability in this clause 15. We consider these limits reasonable given the nature of the Services and the reliance on Third-Party Platforms. You may wish to arrange your own business insurance (for example cyber or business interruption cover).

16. Events outside our control

16.1

Neither of us will be responsible for any failure or delay in performing our obligations caused by events outside our reasonable control, including the matters described in clause 9.2, failures of utilities, internet or telecommunications services, cyber-attacks, epidemics, government action, strikes, fire, flood or storm (Events Outside Our Control).

16.2

If an Event Outside Our Control affects the Services, we will tell you as soon as reasonably possible and take reasonable steps to minimise the effect. If it continues for more than 30 days, either of us may end the affected Services by written notice and you will receive a refund of any Fees paid in advance for Services not provided.

17. If you are a consumer

17.1

Most of our clients are businesses. If you are buying as an individual for purposes wholly or mainly outside your trade, business, craft or profession, you are a consumer and you have additional legal rights, including the right to cancel within 14 days under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013. Details are set out in our Purchase, Cancellation and Refund Policy. Nothing in these Terms affects your statutory rights.

18. Complaints

18.1

If you are unhappy with the Services, please contact your Provider first using the contact details on your Quotation. We aim to acknowledge complaints within 2 working days and to resolve them within 14 days.

18.2

If your Provider is an AYEYE franchisee and you are not satisfied with its response, you may let AYEYE know at support@ayeye.co.uk. AYEYE will review the matter in line with its franchise standards, but this does not make AYEYE a party to your Contract or responsible for the franchisee’s Services.

19. General

19.1

Entire agreement. The Contract is the entire agreement between you and the Provider about the Services. You confirm that you have not relied on any statement that is not set out in the Contract, but nothing in this clause limits liability for fraud.

19.2

Changes to these Terms. We may update these Terms from time to time. The version that applies to your Contract is the version in force when you accepted your Quotation. If we wish to apply updated Terms to recurring Services, we will give you at least 30 days’ notice and you may cancel before they take effect.

19.3

Transfer. We may transfer our rights and obligations under the Contract to another business (for example another AYEYE franchisee or AYEYE itself) and will tell you if we do. You may only transfer your rights or obligations with our written agreement.

19.4

Severance and waiver. If any part of these Terms is found to be unenforceable, the rest will remain in effect. If we delay in enforcing these Terms, we can still enforce them later.

19.5

Law and courts. These Terms are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction, except that consumers living in Scotland or Northern Ireland may also bring proceedings in their local courts.

Schedule – Data Processing Terms

S.1

These Data Processing Terms apply where the Provider (and any AYEYE subcontractor) processes personal data on your behalf as processor under clause 13. They are intended to meet the requirements of Article 28 of the UK GDPR.

S.2

Details of processing. Subject matter and duration: providing the Services for the term of the Contract. Nature and purpose: setting up and running Automations, including handling emails, messages, chatbot conversations, telephone calls, social media activity and related records. Types of personal data: names, contact details, message and call content, call recordings and transcripts, enquiry details and any other personal data you choose to include. Data subjects: your customers, prospective customers, enquirers, callers, staff and contacts.

S.3

Our obligations. We will:

  • Only process the personal data on your documented instructions (these Terms and your use of the Services being your instructions), unless required otherwise by law;
  • Make sure people authorised to process the personal data are bound by confidentiality;
  • Take appropriate technical and organisational measures to protect the personal data;
  • Only use sub-processors (including AYEYE and Third-Party Platforms such as hosting, integration and AI providers) under written terms that give equivalent protection, and remain responsible for them. You give general authorisation for the sub-processors we use, and we will tell you about any intended changes so that you can object on reasonable grounds;
  • Only transfer personal data outside the UK where permitted by Data Protection Law (for example to a country covered by UK adequacy regulations, or using the UK International Data Transfer Agreement or Addendum);
  • Assist you, taking into account the nature of the processing, in responding to requests from individuals exercising their rights and in meeting your security, breach notification and data protection impact assessment obligations;
  • Notify you without undue delay after becoming aware of a personal data breach affecting your personal data;
  • At your choice, delete or return the personal data at the end of the Services, unless the law requires us to keep it; and
  • Make available the information reasonably needed to show compliance with these Data Processing Terms, and allow for reasonable audits on reasonable notice.
S.4

Your obligations. You confirm that you have a lawful basis for the processing and have given any notices (including privacy and call-recording notices) needed so that we can lawfully process the personal data for you.

S.5

A current list of the main sub-processors used for the Services is available on request from your Provider or from support@ayeye.co.uk.