Terms of Service

Introduction

Welcome to Skirr AI Limited, a company incorporated in Scotland (No. [SCXXXXXX]) with its registered office at [Registered Office Address], Scotland, United Kingdom ("Skirr AI"). These Terms of Service ("Terms") govern your access to and use of our website, platform, and services, including subscription-based AI solutions and professional services (collectively, the "Services").

By accessing or using the Services, you ("the Customer" or "User") agree to be bound by these Terms. If you do not agree to these Terms, you cannot use the Services. You must be at least 18 years old to use the Services. If entering into these Terms on behalf of an entity, you warrant that you have the authority to bind that entity.

Services Provided

Skirr AI Limited provides AI strategy, autonomous agent development, enterprise consulting, and chatbot development as subscription-based services ("Subscription Services") and professional services as specified in an Order Form. These Services are hosted on our platform (the "Platform") and are subject to these Terms.

Grant of Licence

Skirr AI grants the Customer a non-exclusive, non-transferable, non-sublicensable, royalty-based licence to use the Subscription Services for internal business purposes during the subscription term specified in the applicable Order Form, subject to the following:

• The Services are hosted on the Platform, and Skirr AI retains full administrative access rights. Users have no right to administer the Platform or access the object or source code of the software.
• Users must have compatible local equipment and a reasonable-speed internet connection, as specified in the documentation provided by Skirr AI. Skirr AI is not responsible for providing or maintaining such equipment or connections.
• Skirr AI may periodically update or upgrade the Services to enhance user experience. Some updates may require the Customer to schedule implementation or upgrade local equipment, with reasonable advance notice provided by Skirr AI.

Changes to Terms

Skirr AI reserves the right to modify these Terms at any time. Changes will be posted on our website, and your continued use of the Services constitutes acceptance of the modified Terms. If there is a conflict between these Terms and an Order Form, the Order Form prevails.

Account Registration and Use

To access certain features of the Services, you may need to create an account. You agree to:

• Provide accurate, current, and complete information during registration and keep it updated.
• Keep login credentials confidential and not share them unless expressly authorized by Skirr AI in writing.
• Use robust, regularly updated passwords and implement industry best practices, such as two-factor authentication and Cyber Essentials Certification. Skirr AI is not liable for losses or damages resulting from unauthorized account access due to shared or compromised credentials.

Privacy Policy and Data Protection

Our Privacy Policy, available on our website, describes how we handle personal data and forms part of these Terms. Skirr AI complies with the UK GDPR, the Data Protection Act 2018, and other applicable privacy legislation ("Privacy Legislation"). Skirr AI acts as a Data Processor, and the Customer acts as the Data Controller for User Content containing personal data.

Skirr AI will:

• Process personal data only as necessary to provide the Services or as required by law.
• Implement appropriate technical and organizational measures to protect personal data.
• Not transfer personal data outside the UK or EEA without the Customer's consent and appropriate safeguards.
• Assist the Customer (at the Customer's cost) with data subject requests, data breach notifications, and compliance with Privacy Legislation. The Customer warrants that all personal data provided complies with Privacy Legislation.

User Conduct and Acceptable Use

You agree to use the Services only for lawful purposes and in accordance with the following rules:

• Do not use obscene or vulgar language.
• Do not upload content that is unlawful, promotes violence, or infringes third-party intellectual property rights.
• Do not upload content containing viruses or other harmful software.
• Do not engage in unauthorized mass communications (e.g., spam).
• Do not reverse engineer, copy, or create derivative works from the Services or their documentation.
• Do not access the Services to build a competitive solution or if you are affiliated with a Skirr AI competitor.

Skirr AI may edit or remove User Content or suspend/terminate accounts for violations without prior notice. Skirr AI is not liable for losses resulting from such actions.

Intellectual Property

All intellectual property rights in the Services, including software, documentation, and content (excluding User Content), are owned by Skirr AI or its licensors. You may not copy, modify, or distribute such content without Skirr AI's express written permission, except for personal or educational use.

Any new inventions, designs, or processes developed during the use of the Services belong to Skirr AI unless otherwise agreed in writing. User Content remains the property of the Customer or its licensors, but Skirr AI may use it as necessary to provide the Services or to analyze aggregated, anonymized data for improving the Services, provided it complies with confidentiality and Privacy Legislation.

Third-Party Services

The Services may include links to third-party websites or services not controlled by Skirr AI. We are not responsible for the content, practices, or availability of such third-party services.

Termination and Suspension

Skirr AI may terminate or suspend access to the Services immediately, without notice, for reasons including but not limited to:

• Breach of these Terms.
• Non-payment of fees, in which case all unpaid fees for the subscription term become due.

Either party may terminate the Services after the subscription term with 30 days' written notice, provided all fees are paid. Upon termination (except for Customer breach), Skirr AI will provide restricted access for 10 days to recover User Content, with optional recovery services at the Customer's cost. Skirr AI may retain User Content backups for up to one year, subject to confidentiality obligations. Provisions related to intellectual property, confidentiality, data protection, and liability survive termination.

Payments

The Customer shall pay fees as specified in the applicable Order Form. Skirr AI may adjust fees after the initial subscription term, and such changes will apply to recurring fees. Non-payment may result in suspension or termination of Services.

Warranties and Limitation of Liability

The Services are provided "as is" without warranties except as expressly stated. Skirr AI warrants that:

• The Services will substantially conform to the documentation.
• Professional services will be performed with reasonable skill and care.

If the Services do not conform, Skirr AI may modify them or provide a workaround. If neither is feasible, either party may terminate the relevant Order Form, and Skirr AI will refund unused fees. Skirr AI's liability is limited to £1,000,000 (its professional indemnity insurance limit), except for breaches of intellectual property or Privacy Legislation, where no limit applies. Neither party is liable for indirect, special, incidental, or consequential damages, including loss of profits, data, or goodwill.

Indemnification

Skirr AI will indemnify the Customer against third-party claims alleging that the Services infringe intellectual property rights, provided the Customer notifies Skirr AI promptly and allows Skirr AI to control the defense. The Customer will indemnify Skirr AI against claims related to User Content, including intellectual property or privacy violations, under similar conditions.

Confidentiality

Each party will keep the other's Confidential Information (e.g., proprietary business or technical information) confidential and use it only to perform obligations under these Terms. Confidential Information does not include information that is publicly known, already known by the receiving party, or required to be disclosed by law. This obligation survives termination.

Governing Law

These Terms are governed by the laws of Scotland, and the parties consent to the exclusive jurisdiction of the Scottish courts.

Force Majeure

Neither party is liable for delays or failures due to circumstances beyond their control, including acts of God, pandemics, or labor disputes.

Changes to Services

Skirr AI reserves the right to withdraw or amend the Services at its discretion without notice, provided it does not materially affect the core functionality during the subscription term.

Contact Us

For questions about these Terms, contact us at: