Terms of Service

Chatfox Ltd is a company incorporated in England and Wales with company registration number 16875330.

20 Wenlock Road, London, England, N1 7GU.

The Services are provided on a business-to-business basis only and are not intended for consumers.

Support and change requests should be submitted via the ChatFox client portal. ChatFox may also respond by email where appropriate, but the portal is the primary channel for tracking requests and delivery.

Legal notices may be sent to james@chatfox.ai (or any updated address notified by ChatFox).

ChatFox provides chatbot configuration, setup and integration services in line with the Order Form and information supplied by the Client.

ChatFox may deliver the Services using its own personnel and/or approved third-party service providers. ChatFox remains responsible to the Client for delivery of the Services in accordance with these Terms.

Unless expressly agreed in the Order Form, ChatFox does not supply the underlying AI model(s), WhatsApp/Meta services, third-party platforms, or the Client's internal systems. These are Third-Party Services.

ChatFox relies on the Client's information, requirements and materials. ChatFox is not responsible for issues caused by inaccurate, incomplete or unlawful Client inputs.

ChatFox does not provide legal, regulatory, financial, medical, or other professional advice. The Services are not designed to replace professional judgement.

ChatFox does not guarantee business outcomes, revenue, cost savings, or that AI Outputs will be accurate or suitable for any purpose.

The Client is responsible for how it uses the Services and for ensuring use complies with applicable laws and platform policies.

The Client is responsible for assessing whether use of the Services complies with sector-specific laws, regulations, or guidance applicable to its business (including any AI-related regulations).

The Client is responsible approving for prompts, scripts, training data, workflows, and business rules used with the chatbot, and for any end-user disclosures and consents required by law or platform policies (including making clear when users are interacting with an automated system where required).

The Client is responsible for establishing and maintaining any Third-Party Service accounts, approvals and credentials needed for the Services to operate.

The Client must test the chatbot configuration before go-live and is responsible for approving it for deployment. Ongoing monitoring after go-live is the Client's responsibility unless the Order Form expressly states otherwise.

The Client must ensure use of the Services complies with applicable laws and Third-Party Service terms and policies.

The Client must not use the Services for unlawful activity, spam/unsolicited bulk messaging, impersonation, fraud, harassment, hate or discriminatory content, or to circumvent platform safeguards.

Unless expressly agreed in writing with additional safeguards, the Client must not use the Services for safety-critical or high-risk purposes where errors could reasonably cause harm (e.g., medical diagnosis/treatment, emergency response, legal determinations, investment/credit decisions, or employment screening).

ChatFox may suspend or restrict the Services if necessary to protect the Services, comply with law/platform rules, address security risk, or where the Client's use creates material legal or reputational risk. ChatFox has no obligation to continue providing the Services during any investigation or suspension period. Fees remain payable during any suspension caused by the Client's breach or suspected breach.

AI systems can produce outputs that are inaccurate, incomplete, misleading, inconsistent, or inappropriate, and may appear authoritative despite being incorrect.

ChatFox makes no warranties about AI Outputs (including accuracy, completeness, reliability, legality, or fitness for purpose).

The Client is responsible for deciding whether to use, publish, act on, or rely on any AI Output. The Client should apply appropriate human review where outputs could affect customers, money, legal rights, health, safety, or regulatory compliance.

AI Outputs are generated by third-party AI models and may be incorrect or inappropriate. ChatFox is not responsible for losses caused by the Client's or any end user's use of or reliance on AI Outputs or for decisions made based on them (including where outputs are inaccurate, misleading, incomplete, offensive, or fail to follow the Client's preferred tone or instructions). ChatFox remains responsible for delivering the Services (configuration/integration) with reasonable skill and care.

Where the chatbot uses AI models provided by third parties, those providers control model behaviour, safety filters, pricing, availability and policies. ChatFox is not responsible for changes or issues in third-party model behaviour or availability.

End users may try to manipulate AI behaviour (e.g., prompt injection). ChatFox is not responsible for AI Outputs resulting from such attempts.

The Services may rely on or integrate with Third-Party Services. ChatFox does not control Third-Party Services.

To the fullest extent permitted by law, ChatFox is not liable for Third-Party Service outages, changes, delays, restrictions, suspensions, or pricing/billing decisions made by third parties.

Third-Party Services may change APIs or requirements at any time. If changes require work to keep integrations operating, ChatFox may quote for additional work unless the Order Form states otherwise.

The Client will pay Fees as set out in the Order Form. Fees are exclusive of VAT unless stated otherwise.

Setup fees (if any) are payable in advance. ChatFox is not required to start work until setup fees are received in cleared funds.

Monthly Fees (if any) are payable in advance by Direct Debit or another method stated in the Order Form, and become chargeable from the Go-Live Date.

Third-Party Service fees (e.g., WhatsApp/Meta fees and LLM usage fees) are the Client's responsibility unless the Order Form says otherwise.

If payment is overdue, ChatFox may suspend the Services on notice where reasonably practicable. ChatFox may charge statutory interest and reasonable recovery costs under the Late Payment of Commercial Debts (Interest) Act 1998.

ChatFox may review and adjust Fees from time to time. Any increase to the core service Fees will not exceed 5% in any 12-month period. Fees will not increase during an agreed Initial Term except where expressly stated in the Order Form.

Change requests should be submitted via the client portal.

Change requests are subject to assessment, may be chargeable, and may affect delivery timelines.

ChatFox is not obliged to accept change requests.

This agreement starts on the date stated in the Order Form, or if none is stated, when the Services are first made available to the Client.

If the Order Form specifies an Initial Term, the Client commits to the Services and Fees for that Initial Term.

After the Initial Term (if any), either party may terminate on 30 days' written notice unless the Order Form states a different notice period.

Either party may terminate immediately by written notice if the other commits a material breach that is incapable of remedy or is not remedied within 14 days of written notice.

ChatFox may terminate immediately if the Client becomes insolvent, repeatedly fails to pay Fees, or uses the Services in a way that creates material legal, security, platform-policy, or reputational risk.

If the Client ends the agreement during an Initial Term without cause, the Client must pay the remaining Monthly Fees for the Initial Term as they fall due (unless the Order Form specifies an alternative early termination payment).

On termination, the Client's right to use the Services ends. Termination does not affect rights and obligations accrued before termination.

Clauses relating to limitation of liability, indemnity, confidentiality, intellectual property, data protection, governing law, and any accrued rights and obligations survive termination of this agreement.

Setup Fees are non-refundable once work begins. Monthly Fees are billed in advance and non-refundable, except where ChatFox terminates for convenience without Client breach (in which case ChatFox will refund any unused prepaid Monthly Fees for the period after termination takes effect).

Each party will comply with applicable data protection laws, including the UK GDPR and the Data Protection Act 2018.

Unless agreed otherwise in writing, the Client is the controller and ChatFox is the processor.

The Data Processing Addendum in Schedule 1 forms part of these Terms.

ChatFox (and its licensors) owns all intellectual property in the Services, including underlying software, tooling, templates, configurations, methodologies and know-how, except where expressly stated otherwise.

As between ChatFox and the Client, the Client owns any rights it may have in AI Outputs generated for the Client through use of the Services, subject to payment of Fees and compliance with these Terms.

AI Outputs may be similar to outputs generated for others. ChatFox does not warrant that AI Outputs are original, unique, or non-infringing.

The Client warrants it has the rights to provide any prompts, scripts, content, data, branding or materials it supplies, and that use of them as contemplated by these Terms will not infringe third-party rights.

Each party will keep the other's Confidential Information confidential and use it only as needed to perform or receive the Services, except where disclosure is required by law.

Neither party is liable for indirect or consequential loss, or for loss of profit, revenue, goodwill, anticipated savings, or business opportunity arising out of or in connection with the Services.

Without limiting the above, ChatFox is not liable for losses arising from the Client's or any end user's use of or reliance on AI Outputs.

ChatFox's total liability arising out of or in connection with the Services (whether in contract, tort, negligence, misrepresentation, or otherwise) is capped at the total Fees paid by the Client in the 12 months before the event giving rise to the claim (or such other cap stated in the Order Form).

Nothing in these Terms limits or excludes liability that cannot be limited or excluded by law, including liability for fraud or fraudulent misrepresentation.

The Client will indemnify ChatFox (including its directors, officers, employees and contractors) against third-party claims, losses, damages, penalties, fines and reasonable legal costs to the extent the claim arises from: (a) the Client's deployment, publication, or reliance on AI Outputs; (b) Client Materials, instructions, workflows or configurations supplied by or on behalf of the Client; (c) the Client's breach of law, regulation or platform policies in connection with the Services; or (d) misuse of the Services by the Client, its staff, contractors or end users.

The Client is not required to indemnify ChatFox to the extent a claim is directly caused by ChatFox's breach of these Terms or failure to provide the Services with reasonable skill and care.

ChatFox will notify the Client of any claim as soon as reasonably practicable and will reasonably cooperate with the Client in the defence or settlement of the claim at the Client's expense. ChatFox may participate in the defence with its own counsel at its own cost.

Neither party is liable for failure or delay in performance caused by events beyond its reasonable control, provided it uses reasonable efforts to mitigate the impact.

ChatFox may update these Terms by giving the Client at least 30 days' written notice (via the client portal or email). If an update materially disadvantages the Client, the Client may terminate by written notice before the change takes effect, and the existing Terms will apply until termination. Changes will not apply retroactively to an Order Form already in an Initial Term unless required by law or platform policy.

These Terms and the Order Form form the entire agreement between the parties regarding the Services and replace any previous discussions or agreements.

Each party confirms it has not relied on any statement, promise, estimate, example, demonstration, or representation that is not expressly set out in these Terms or the Order Form.

Any examples, demos, forecasts, or sample AI outputs shown before contract are illustrative only and do not form part of this agreement.

Nothing in this section limits liability for fraud or fraudulent misrepresentation.

These Terms are governed by the laws of England and Wales, and the courts of England and Wales have exclusive jurisdiction.

In this Schedule:

For the purposes of the UK GDPR, the Client is the Controller of Personal Data processed in connection with the Services and ChatFox is the Processor, unless otherwise agreed in writing.

ChatFox shall process Personal Data only on documented instructions from the Client, including as set out in the Terms and this Schedule, unless required to do otherwise by applicable law.

The Client acknowledges that ChatFox does not control the content of AI model outputs and processes Personal Data solely to provide the Services as configured and instructed by the Client.

Provision of chatbot configuration, integration and related services.

For the duration of the Services and any applicable retention period agreed in writing or required by law.

Processing Personal Data as necessary to configure, operate and support chatbot interactions and integrations as instructed by the Client.

May include the Client's customers, prospective customers, employees, contractors and other end users who interact with the chatbot.

May include names, contact details, message content, identifiers and any other Personal Data submitted by or on behalf of the Client through use of the Services.

ChatFox shall:

ChatFox does not determine the purposes of processing and relies on the Client to ensure its instructions comply with applicable data protection laws.

The Client authorises ChatFox to engage Sub-processors for provision of the Services. Sub-processors may include hosting, infrastructure, AI, messaging providers and delivery or technical service partners engaged to support the Services.

ChatFox shall ensure Sub-processors are subject to data protection obligations substantially similar to those in this Schedule.

A current list of Sub-processors may be provided via the client portal or upon reasonable request.

ChatFox may add or replace Sub-processors from time to time and will provide prior notice of material changes where reasonably practicable. The Client may object on reasonable data protection grounds within 14 days, and the parties will discuss a resolution in good faith.

Personal Data may be transferred or processed outside the UK in connection with the Services.

ChatFox shall ensure appropriate safeguards such as the UK International Data Transfer Agreement or other approved mechanisms are in place.

ChatFox shall implement technical and organisational measures designed to provide security appropriate to risk.

The Client acknowledges that no system is completely secure.

ChatFox shall notify the Client without undue delay after becoming aware of a Personal Data Breach affecting Personal Data processed on the Client's behalf.

ChatFox shall provide reasonable assistance to enable the Client to comply with UK GDPR breach notification obligations.

Taking into account the nature of processing, ChatFox shall provide reasonable assistance with data subject requests, regulatory inquiries, data protection impact assessments (DPIAs), and consultations with the UK Information Commissioner's Office where required.

ChatFox may charge reasonable fees for assistance requiring material effort or outside the scope of the Services.

On termination, ChatFox shall delete or return Personal Data at the Client's option, subject to applicable law.

ChatFox may retain Personal Data where required by law or for legitimate purposes such as backups or dispute resolution, and such data will remain protected and deleted in accordance with ChatFox's standard retention policies.

The Client may audit ChatFox's compliance once per 12 months on reasonable notice.

Audits must be reasonable in scope, during business hours, subject to confidentiality, and limited to information necessary to demonstrate compliance.

ChatFox may satisfy audit requests by providing certifications or third-party audit reports where available.

The Client bears its own audit costs and shall reimburse ChatFox for reasonable time spent supporting any audit.

Liability arising under this Schedule is subject to the limitations and exclusions set out in the Terms.

This Service Level Agreement applies only to chatbot applications, logic, workflows, integrations, and infrastructure operated directly by ChatFox ("Core Services").

This SLA does not apply to services, platforms, models, messaging channels, or systems not owned or controlled by ChatFox, including Third-Party Services and client-owned systems.

ChatFox aims to provide 99.9% uptime for the Core Services measured monthly, excluding Permitted Downtime.

Uptime is calculated as total minutes in a calendar month minus downtime minutes, divided by total minutes, multiplied by 100. Downtime applies only where Core Services are unavailable due to ChatFox-controlled infrastructure.

The Services depend on third-party platforms including (without limitation) Meta/WhatsApp, AI model providers, hosting providers, and client-managed accounts.

Availability, performance, policy enforcement, rate limits, outages, suspensions, or failures of Third-Party Services are outside ChatFox's control and do not count as downtime or SLA breach.

Client-owned or third-party systems, APIs, databases, or software integrated with the Services are "External Systems".

ChatFox does not guarantee availability, performance, accuracy, or data integrity of External Systems. Issues arising from External Systems do not constitute downtime.

ChatFox is not responsible for data loss or corruption originating from External Systems unless directly and solely caused by ChatFox's Core Services.

Permitted Downtime includes scheduled maintenance, emergency security work, third-party outages, External System failures, client misconfiguration, unauthorised changes, rate limiting, platform enforcement, force majeure events, or Client-caused issues.

Where reasonably practicable, ChatFox will give at least 48 hours' notice of planned maintenance and schedule it outside normal UK business hours.

Support covers availability issues and errors in Core Services, and reasonable assistance diagnosing third-party or External System issues.

Support excludes feature development, major functional changes, and maintenance of External Systems.

Support hours are Monday to Friday, 09:00-17:00 UK time, excluding public holidays in England and Wales.

ChatFox will aim to provide an initial response within 8 business hours during support hours. Initial response means acknowledgement and assessment, not resolution.

The Client must maintain valid third-party accounts required for the Services.

The Client must ensure External Systems are properly maintained and notify ChatFox of changes that may affect the Services.

Where service credits are expressly agreed in writing, they are the Client's sole and exclusive remedy for failure to meet uptime commitments. No service credits apply unless explicitly stated in an Order Form.

ChatFox implements reasonable technical and organisational measures for systems under its control.

ChatFox is not responsible for security incidents originating from Third-Party Services or External Systems.

This SLA does not apply to beta, experimental, trial, or free services, or to issues caused by misuse or unsupported configurations.

This SLA is subject to the limitations, exclusions, and remedies set out in the main Terms. Nothing in this SLA increases ChatFox's liability beyond what is stated in the Terms.