Terms & Conditons
Trading as: AI Expert
Company: COMBINED AI LTD
Company Number: 16499494
Registered Address: 92 Blakefield Road, Worcester, England, WR2 5DP
1. DEFINITIONS AND INTERPRETATION
1.1 In these Terms and Conditions, the following definitions apply:
- "Agreement" means the contract between the Company and the Customer for the provision of Services, incorporating these Terms and Conditions;
- "AI Expert" means the trading name of COMBINED AI LTD;
- "AI Readiness Assessment" means the Company's proprietary assessment tool designed to evaluate a Customer's readiness for artificial intelligence implementation;
- "AI Workshop" means the Company's face-to-face consultation service designed to identify specific AI implementation opportunities, typically conducted following an AI Readiness Assessment;
- "AI Roadmap" means the strategic implementation plan developed by the Company following completion of an AI Workshop;
- "Implementation Services" means the Company's services for executing AI solutions as outlined in an AI Roadmap;
- "Company" means COMBINED AI LTD (trading as AI Expert), a company incorporated in England and Wales with company number 16499494;
- "Customer" means the person, firm, or company purchasing Services from the Company;
- "Deliverables" means all documents, products, materials, and work product developed or delivered by the Company under this Agreement;
- "Intellectual Property Rights" means patents, rights to inventions, copyright and related rights, trademarks, business names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use and protect the confidentiality of confidential information, and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;
- "Services" means the AI consulting, assessment, workshop, roadmap development, and implementation services provided by the Company as described in the relevant Service Agreement or proposal;
- "Service Agreement" means any written agreement, proposal, or statement of work executed between the Company and Customer describing specific Services to be provided;
- "Terms" means these terms and conditions as amended from time to time.
1.2 References to clauses are to clauses of these Terms. References to any statute or statutory provision include any subordinate legislation made under it and any statute or statutory provision which re-enacts it or re-enacts it with or without modification.
1.3 The headings in these Terms are for convenience only and shall not affect their interpretation.
2. BASIS OF CONTRACT
2.1 These Terms apply to all contracts for the sale of Services by the Company to the Customer to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice, or course of dealing.
2.2 The Customer's order constitutes an offer to purchase Services in accordance with these Terms. The offer shall only be deemed to be accepted when the Company issues written acceptance of the order or commences performance of the Services, at which point a contract shall come into existence.
2.3 Any samples, drawings, descriptive matter, or advertising produced by the Company and any descriptions or illustrations contained in the Company's catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the contract or have any contractual force.
2.4 These Terms apply to the contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice, or course of dealing.
2.5 Any quotation given by the Company shall not constitute an offer and is only valid for a period of 30 days from its date of issue.
3. SERVICE
3.1 The Company shall provide the Services to the Customer in accordance with the Service Agreement and these Terms.
3.2 The Company shall use reasonable endeavours to meet any performance dates specified in the Service Agreement, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
3.3 The Company reserves the right to amend the specification of the Services if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and the Company shall notify the Customer in any such event.
3.4 The Company warrants to the Customer that the Services will be provided using reasonable care and skill.
3.5 All AI Readiness Assessments, AI Workshops, AI Roadmaps, and Implementation Services follow a sequential process: Assessment → Workshop → Roadmap → Implementation. Services are provided based on information supplied by the Customer. The Company cannot guarantee specific outcomes or results from implementation of recommendations.
3.6 The Customer acknowledges that AI technology implementations carry inherent risks and that results may vary based on factors outside the Company's control, including but not limited to existing systems, data quality, staff adoption, and market conditions.
4. CUSTOMER OBLIGATIONS
4.1 The Customer shall:
- Provide the Company with such information and materials as the Company may reasonably require to supply the Services, and ensure that such information is accurate in all material respects;
- Cooperate with the Company in all matters relating to the Services;
- Provide access to the Customer's premises, office accommodation, and other facilities as reasonably required by the Company;
- Ensure that all Customer personnel who will be involved in the Services are available at reasonable times and have appropriate skills and experience;
- Keep and maintain all materials, equipment, documents, and other property of the Company at the Customer's premises in safe custody at its own risk and not dispose of or use the same other than in accordance with the Company's written instructions or authorisation.
4.2 If the Company's performance of any of its obligations under the contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation, the Company shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Customer remedies the default, and to rely on the Customer's default to relieve it from the performance of any of its obligations to the extent the default prevents or delays the Company's performance of any of its obligations.
4.3 The Customer shall be liable to pay the Company on demand all reasonable costs and expenses incurred by the Company as a result of the Customer's default.
5. CHARGES AND PAYMENT
5.1 The charges for Services shall be as set out in the Service Agreement or as otherwise agreed in writing between the parties.
5.2 All charges quoted are exclusive of VAT, which shall be added at the prevailing rate.
5.3 The Company shall invoice the Customer for the Services as follows:
- AI Readiness Assessment: No charge (complimentary service)
- AI Workshop: £1,499 (payable immediately upon completion)
- AI Roadmap: £4,999 (with £750 deduction if Customer has completed AI Workshop)
- Implementation Services: As quoted in specific Service Agreement (following completion of AI Roadmap)
5.4 The Customer shall pay each invoice submitted to it by the Company within 14 days of the invoice date, without any deduction or set-off.
5.5 Time for payment shall be of the essence of the contract.
5.6 If the Customer fails to make any payment due to the Company under the contract by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 8% per annum above the Bank of England base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment.
5.7 The Customer shall pay all amounts due under the contract in full without any deduction or withholding except as required by law and the Customer shall not be entitled to assert any credit, set-off, or counterclaim against the Company in order to justify withholding payment of any such amount in whole or in part.
6. INTELLECTUAL PROPERTY RIGHTS
6.1 All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by the Customer) shall be owned by the Company.
6.2 The Company grants to the Customer a fully paid-up, worldwide, non-exclusive, royalty free licence during the term of the contract to copy and modify any materials provided by the Company to the Customer for the purpose of receiving and using the Services and the Deliverables.
6.3 The Customer grants the Company a fully paid-up, non-exclusive, royalty-free, non transferable licence to copy and modify any materials provided by the Customer to the Company for the term of the contract for the purpose of providing the Services to the Customer.
6.4 All Deliverables developed specifically for the Customer shall be owned by the Customer upon full payment of all charges due under the contract, subject to the Company's retention of all underlying methodologies, frameworks, and general know-how.
7. CONFIDENTIALITY
7.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients, or suppliers of the other party, except as permitted by clause 7.2.
7.2 Each party may disclose the other party's confidential information:
- To its employees, officers, representatives, or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with this contract;
- As may be required by law, a court of competent jurisdiction, or any governmental or regulatory authority.
7.3 No party shall use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this contract.
7.4 The obligations in this clause 7 shall survive termination of the contract.
8. LIMITATION OF LIABILITY
8.1 Nothing in these Terms shall limit or exclude the Company's liability for:
- Death or personal injury caused by its negligence, or the negligence of its employees, agents, or subcontractors;
- Fraud or fraudulent misrepresentation;
- Breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession);
- Any matter in respect of which it would be unlawful for the Company to exclude or restrict liability.
8.2 Subject to clause 8.1:
- The Company shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the contract;
- The Company's total liability to the Customer in respect of all other losses arising under or in connection with the contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the total charges paid by the Customer for the specific Services giving rise to the claim.
8.3 The Customer acknowledges that AI implementations carry inherent business risks and that the Company provides recommendations and guidance only. The Customer remains solely responsible for all business decisions and their consequences.
9. TERMINATION
9.1 Without limiting its other rights or remedies, the Company may terminate the contract with immediate effect by giving written notice to the Customer if:
- The Customer commits a material breach of any term of the contract and (if such a breach is remediable) fails to remedy that breach within 14 days of being notified in writing to do so;
- The Customer suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due;
- The Customer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors;
- The Customer becomes subject to any insolvency proceedings.
9.2 Without limiting its other rights or remedies, the Customer may terminate the contract by giving the Company 30 days' written notice.
9.3 On termination of the contract for any reason:
- The Customer shall immediately pay to the Company all of the Company's outstanding unpaid invoices and interest;
- The accrued rights and remedies of the parties as at termination shall not be affected.
10. FORCE MAJEURE
10.1 For the purposes of this contract, "Force Majeure Event" means an event beyond the reasonable control of the Company including but not limited to strikes, lock-outs, or other industrial disputes, failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation, or direction, accident, breakdown of plant or machinery, fire, flood, storm, or default of suppliers or subcontractors.
10.2 The Company shall not be liable to the Customer as a result of any delay or failure to perform its obligations under this contract as a result of a Force Majeure Event.
10.3 If the Force Majeure Event prevents the Company from providing any of the Services for more than 8 weeks, the Company shall, without limiting its other rights or remedies, have the right to terminate this contract immediately by giving written notice to the Customer.
11. GENERAL
11.1 Assignment and other dealings:
- The Company may at any time assign, transfer, mortgage, charge, subcontract, or deal in any other manner with all or any of its rights under the contract and may subcontract or delegate in any manner any or all of its obligations under the contract to any third party;
- The Customer may not assign, transfer, mortgage, charge, subcontract, declare a trust over, or deal in any other manner with any or all of its rights or obligations under the contract without the prior written consent of the Company.
11.2 Notices:
- Any notice or other communication given to a party under or in connection with the contract shall be in writing, addressed to that party at its registered office or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post, recorded delivery, commercial courier, or email;
- A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address; if sent by pre-paid first class post or recorded delivery, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or if sent by email, one Business Day after transmission.
11.3 Severance: If any provision or part-provision of the contract is or becomes invalid, illegal, or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted.
11.4 Waiver: A waiver of any right under the contract or law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default.
11.5 No partnership or agency: Nothing in the contract is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, nor constitute either party the agent of the other for any purpose.
11.6 Third parties: A person who is not a party to the contract shall not have any rights to enforce its terms.
11.7 Variation: Except as set out in these Terms, no variation of the contract, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by the Company.
11.8 Governing law: The contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of England and Wales.
11.9 Jurisdiction: Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this contract or its subject matter or formation (including non-contractual disputes or claims).
These Terms and Conditions are effective from 15/08/2025 and supersede all previous versions.
COMBINED AI LTD (Trading as AI Expert)
Company Number: 16499494
Registered Address: 92 Blakefield Road, Worcester, England, WR2 5DP