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Terms of Use


1.1 The following terms have the meanings specified below:

  • “AI WIZ” refers to the trading name AI WIZ Digital Marketing which is registered in England and Wales under: AIWIZ DIGITAL MARKETING LIMITED Company number 14375202, a digital marketing and web development company based in Manchester, UK.
  • “Terms” refer to these Conditions of Service.
  • “Confidential Information” encompasses any disclosed information, recognized as confidential by the disclosing party or inferred to be confidential.
  • “Contract” indicates an agreement between AI WIZ and the Customer for the provision of Services, including these Terms.
  • “Customer” pertains to any individual, entity, organization, or company receiving AI WIZ’s quotation or order acceptance, encompassing successors and related entities arising from mergers, acquisitions, or reorganizations.
  • “Deliverables” represent all documents, products, and materials produced by AI WIZ related to the Services, encompassing computer programs, data, reports, and specifications.
  • “Input Material” involves documents, plans, designs, data, or other materials provided by the Customer to AI WIZ concerning the Services.
  • “Intellectual Property Rights” denote rights such as patents, trademarks, copyrights, trade secrets, and similar rights in any jurisdiction.
  • “Output Material” encompasses documents, plans, designs, data, or other materials provided by AI WIZ to the Customer relating to the Services.
  • “Services” include digital marketing, web development, website design, graphic design, branding, search engine optimization (SEO), pay-per-click (PPC) services, social media management, website hosting, photography, and video production services, as detailed in the Contract.
  • “Website” refers to the website associated with the Customer, for which Services have been agreed upon by the parties.

1.2 In these Terms, a reference to a clause pertains to a clause within these Conditions. Clause headings do not affect the interpretation of these Terms.

1.3 The term “parties” refers to the entities entering into the Contract, while “party” is construed accordingly.

1.4 References to specific laws include the law as currently enforced, incorporating any amendments, extensions, or re-enactments, including subordinate legislation under it.

1.5 Singular words include their plural forms, and plural words encompass their singular forms.


2.1 All quotations and orders are subject to these Conditions of Service and take precedence over any other terms and conditions brought to AI WIZ’s attention by the Customer.

2.2 Any quotation is provided with the understanding that a Contract is established upon AI WIZ’s acceptance of the Customer’s order in accordance with clause

2.3. Quotations are valid for 30 days from the date of issuance, provided they are not withdrawn by AI WIZ earlier. 2.3 AI WIZ’s acceptance of an order follows a quotation or price indication and is valid only when confirmed in writing.

2.4 The Customer is responsible for ensuring accuracy and completeness of order terms, Input Material, and specifications.

2.5 Any accidental errors in sales literature, quotations, or other documents issued by AI WIZ can be corrected without liability.

2.6 Orders are accepted based on the understanding that those instructing AI WIZ are principals, directly liable for all payments.

2.7 Legal requirements may necessitate identity evidence collection. Failure to provide required evidence can prevent Service provision.

2.8 Customer-initiated order cancellations require AI WIZ’s explicit agreement on specified terms.

2.9 Changes to Customer orders necessitate written agreement with AI WIZ and indemnification of all associated costs.

2.10 AI WIZ reserves the right to charge for Output Material provided.

2.11 The Services’ quantity and description are as outlined in AI WIZ’s quotation or order acknowledgment.

2.12 Samples, drawings, specifications, and marketing material provide approximate descriptions of Services, not forming part of the Contract.

2.13 AI WIZ has no obligation to accept variations to the Contract, and any such requests require written agreement.

2.14 If Services use Customer-provided Input Material, the Customer indemnifies AI WIZ against Intellectual Property Rights claims resulting from its use.

2.15 Customer instructions and specifications must comply with applicable laws and regulations.

2.16 Services are exclusively for the Customer’s use and not for third-party reliance.

2.17 AI WIZ retains the right to modify these Conditions without prior notice.

3. Services Offered: AI WIZ, a distinguished digital marketing and web development firm located in Manchester, UK, is committed to delivering outstanding website design and development services to our valued clientele.

Below are the details of our services:

3.1 Content Submission Timeline: Unless otherwise agreed upon by both the Customer and AI WIZ, the Customer acknowledges and agrees to provide all necessary components of the website, including text and images, within a fourteen-day period. Failure to meet this deadline may result in a lack of refund, and the completion of the website design may be impeded. For e-commerce websites, the responsibility of product entry lies with the Customer.

3.2 Approval and Errors: The Company will present proofs of all work for the Customer’s approval. Any errors not identified and communicated by the Customer in these proofs are not the liability of AI WIZ. Any alterations suggested by the Customer that lead to additional proofs might result in extra charges.

3.3 Content Format and Charges: All content must be furnished in a suitable digital format, unless otherwise agreed beforehand. Failure to provide digital content may incur additional charges for content processing. If substantial copywriting is required for the provided content, an extra charge may apply.

3.4 Content Usage: The Customer grants AI WIZ permission to use all content, text, logos, and other customer materials for the purpose of website creation.

3.5 Design Credit: A design credit linking to AI WIZ’s website will be featured on all web pages of the created site. This link will be harmonized with the overall website design.

3.6 Usage Rights: AI WIZ retains the unrestricted right to use the Services for advertising or promoting its work globally and at any time.

3.7 Incorporation of Terms and Conditions: The Customer must provide the Company with its terms and conditions and any privacy statement to be integrated into the design.

3.8 Incomplete Websites: In cases where the Company cannot finalize a website due to lack of content, temporary text and images may be added. Upon this completion, the site will be invoiced accordingly.

3.9 Timelines and Delays: AI WIZ will provide estimated progress and completion times for the Services. While efforts will be made to meet these timelines, the Company is not liable for delays caused by circumstances beyond its control.

3.10 Custom Website Design: AI WIZ will craft a bespoke website, but this pertains to the design rather than the features of the Content Management System (CMS) unless otherwise specified.

3.11 Acceptance Procedure: Upon design completion, a notification will be sent to the Customer for appraisal. Amendments will follow this pattern, and final payment is due upon acceptance. Further modifications are chargeable.

3.12 Payment Terms: The Customer shall pay the Company in two installments, a non-refundable deposit before commencing services, and the remaining amount upon acceptance.

3.13 Website Functionality: AI WIZ will ensure proper functionality on the initial server and compatibility with major browsers, though variations may occur.

3.14 Customer’s Input: Work will be tailored based on the Customer’s questionnaire responses. Substantial changes might incur additional charges.

3.15 Graphic Design and Branding: For graphic design services, a detailed project specification is agreed upon, and any deviations require written approval.

3.16 Project Duration: Project duration is an estimate, and the Company is not liable for overruns.

3.17 Payment Milestones: For projects with substantial development, payments will be linked to predefined milestones.

3.18 Delivery and Sign-off: Projects will be delivered via Company-selected methods, and final proofs need Customer sign-off.

3.19 Content Delivery: Timely delivery of required content is essential. Delays may impact project timelines.

3.20 Image Quality: AI WIZ is not accountable for image quality concerns arising later.

3.21 Material Standards: Inclusion of immoral, offensive, or illegal content is prohibited.

3.22 Intellectual Property: Ownership and permissions for materials are the Customer’s responsibility.

3.23 Ownership and Acceptance: Ownership of designs remains with AI WIZ. Acceptance follows an outlined procedure.

3.24 Payment Terms: Payment is in two stages: deposit before commencement and final payment upon acceptance.

3.25 Project Conclusion: Upon Contract expiration or termination, completed parts will be returned.

3.26 Customer’s Brief: All work is guided by the initial questionnaire; substantial changes may incur charges.

3.28 The Company will promote the Website in accordance with the package of Services purchased by the Customer.

3.29 The search engine targeted will be Google UK unless otherwise stated.

3.30 The Company will, in its sole discretion, choose suitable sets of words to search for in the search engine and the position in the results obtained using these words will be used for assessing search engine listings. A listing is where the search engine is queried with the words chosen by the Company and the Website address or a link to that address appears in the results returned. The words chosen by the Company will be a test phrase. Although the Website address, or links to that address, will be listed when searching for different words, reports will contain only one test phrase.

3.31 The Company will optimise pages on the Website for the search engine, in accordance with the relevant Service package description (which may include adding, deleting and/or altering text, images, pages, meta-tags, titles, mark-ups, style sheets, scripts, internal and external links and Website structure).

3.32 The Customer must provide the Company with log-in information (FTP username and password) to allow the Company to gain access to the Website. The Company will maintain confidentiality of log-in information. The Customer must inform their webmaster or anyone else who has access to the Website that the Company will be performing search engine optimisation services on the Website.

3.33 The Customer understands that the search engine is an independent company which selects and rank sites using its own criteria and therefore to obtain a high ranking the Customer must follow the Company’s recommendations for optimising the Website for search engine listing. If the Customer fails to follow the Company’s recommendations then the results achieved by the Company will have considerably less importance than would be achieved otherwise.

3.34 The Customer shall assist the Company in ensuring that the Company has the unrestricted ability to optimise the structure and content of the Customer’s web pages. Such changes generally have a minimal visual impact. The Company will work directly with the Customer in order to maintain the original look and feel of the Website.

3.35 Where any changes to the Website made by the Company or on the recommendation of the Company are altered, reversed or deleted, then the Customer must notify the Company immediately. The Company may apply an additional charge in respect of restoration and remedial work.

3.36 The Customer will provide to the Company: (a) the ability to access and make changes to the Website (or, where the Company agrees, the Customer will promptly make any changes to the Website requested by the Company); (b) assistance in determining appropriate keywords and key phrases which should be targeted using the Services; (c) direct access to any existing analytical data concerning the Website, such as data concerning referral sources, visitor activity, Website usage, conversion rates, and similar data.

3.37 The Customer grants the Company a non-exclusive licence to use the Website to the extent required for the Company to perform its obligations and exercise its rights under the Contract.

3.38 Where the Company modifies the Website in the process of providing the Services, the Company hereby grants to the Customer a non-exclusive royalty-free licence to use such modifications in connection with the Website.

3.39 The Customer acknowledges that:

(a) search engine algorithms will change from time-to-time, which may affect the Website’s rankings in the search engine results pages, and the Company has no control over such changes;

(b) it can take many months for the Services to have any significant effects upon the ranking of a Website in the search engine results pages;

(c) search engine optimisation site promotion is an ongoing task and, should the Customer terminate the Contract and/or stop promoting the Website, that would be likely to have a negative impact upon the effects of the Services;

(d) the Company will not be responsible for any alterations to the Website made by the Customer or any third party that reverse or effect changes made to the Website by the Company as part of the Services;

(e) the promotion of the Website may lead to higher traffic levels and bandwidth requirements for the Website, and the Customer will be responsible for arranging and paying for such requirements; (f) notwithstanding the Services, the Website’s search engine results page rankings and traffic levels may decrease as well as increase;

(g) it is not possible to give any guarantees for any specific result on the search engine, nor can the Company quantify the level of increased traffic or sales or give any guaranteed positioning as a result of the Services;

(h) the Company does not own or control any directories to which the Website may be submitted, and no refunds will be given in the event of any refusal to include the Website in any directory database.

3.40 The search engine optimisation services shall be provided for such minimum period and may only be terminated upon such notice period as may be stipulated by the Company, subject to earlier termination under clause 12. Where the Company is to provide pay per click services to the Customer:

3.41 The Customer will bid for the ranking or a listing which appears in the search results generated by the Company in response to a search term closely matching the subject of the search listing. The amount of the Customer’s bid determines the ranking of their listing in a search results list.

3.42 The Company reserves the right to refuse, reject, cancel, remove, edit or vary any search terms, descriptions, listings and bids at any time for any reason whatsoever.

3.43 The Customer must only submit search terms, titles and descriptions to the Company that are relevant to the Website. If any information provided on the Website changes, the Customer must update their search terms and descriptions to be both current and accurate. All search terms and descriptions submitted are subject to relevancy review by the Company’s staff and are subject to removal or rejection. No refunds will be issued for charges incurred to any account as a result of submitting irrelevant words to the Company.

3.44 The Customer agrees to pay Google based on the cost of click-throughs by users on a search listing, and also agrees to pay monthly management fees to the Company.

3.45 The number of click-throughs is measured by online reporting systems utilised by the Company and the Customer acknowledges that data generated from this software shall be the definitive and only measure of the number of click-throughs.

3.46 The Customer will be charged on a monthly basis for each click delivered. The charge per click will vary depending upon the search terms used.

3.47 Monthly reports will be sent to the Customer by email. If the Customer terminates the Contract, the Company will delete or pause any created campaign.

3.48 Pay per click services are provided with no warranty with respect to the number of click-throughs per search listing which will be delivered and the Company will not be liable for any delay in changing any bid by the Customer.

3.49 The Company does not guarantee that the Company’s search listings will be available or displayed. The format and style of the Customer’s listing may vary and the Company makes no representations as to the format and style of search listings.

3.50 The pay per click services shall be provided for such minimum period and may only be terminated upon such notice period as may be stipulated by the Company, subject to earlier termination under clause 12. Where the Company is to provide social media management services to the Customer:

3.51 The Company will complete an initial set up of the campaign based around the social media accounts in the Customer’s chosen package. Where required, designs which complement the Website style and company branding will be produced for the Customer’s approval.

3.52 Once the initial set up has been approved by the Customer, social media accounts will be set up for each of the Customer’s social media pages and login details will be sent to the Customer once the pages have been built and completed.

3.53 The Company will ensure that the Customer’s content is optimised and syndicated to blog search engines. The Customer may supply blog content to the Company in a word document; the Company will optimise and upload the blog content, and additionally distribute the blog to social media and social bookmarking properties and portals. The Customer should also supply the Company with the latest news, new products, promotions and anything else that the Customer considers should be published. If the Customer is unable to provide the content on a timely regular basis, the Company can offer a paid copywriting service.

3.54 Implementation of Google Analytics and Social Media Tracking: Consider the addition of Google Analytics to the Website if not already established. Furthermore, social media tracking will be incorporated into the account to ensure comprehensive monitoring of social media distribution. This service incurs separate charges, unless alternative arrangements have been made.

3.55 FTP Access Requirement: The Customer is required to furnish the Company with complete FTP access to the Website. Failure to provide or limiting this access may lead to the Company’s exemption from contractual responsibilities. In instances where the Customer cannot provide FTP access, the Company will furnish instructions for integrating the Customer’s conversion tracking on the Website.

3.56 Social Media Profile Setup: Initial setup of social media account profiles as mutually agreed upon at the project’s commencement will be undertaken by the Company.

3.57 Account Integration with Website: The Company will integrate the established social media accounts into the Website as necessary.

3.58 Emphasis on Social Media Account Integration: Initially, the Company’s primary objective will be the construction and seamless integration of social media accounts within the Website.

3.59 Content Optimization and Distribution: Following integration, the Company will enhance and circulate the Customer’s content across pertinent social media accounts based on the content provided by the Customer.

3.60 Monthly Activity Report: A monthly activity report will be furnished to the Customer, encompassing insights into campaign performance and recommendations from the Company to enhance traffic generation for the Website.

3.61 Marketing New Products and Services: If the Customer wishes to market new offerings, an extra setup fee might be applicable for this aspect of the campaign.

3.62 Website Improvements and Recommendations: Periodically, the Company may propose alterations to the Website to enhance conversion rates, decrease bounce rates, or enhance campaign effectiveness. The Company will provide cost estimates and await the Customer’s consent before proceeding.

3.63 Minimum Period of Social Media Management: The Company will provide social media management services for a specified minimum duration, and termination is possible according to conditions stipulated by the Company, unless earlier termination occurs under clause 12.

3.64 Website Hosting Service: The Company will provide the Customer with hosting capacity on a shared or dedicated server meeting the Customer’s requirements to a substantial degree.

3.65 Reasonable Use of Hosting Resources: The Customer’s use of hosting resources should be reasonable. Any excessively high use, as determined by the Company, will be considered a breach of these Conditions.

3.66 Resource Usage Impact on Server Performance: If a Customer’s server resource usage detrimentally affects server performance for other users, the Company might suspend the Website or charge an additional fee to continue hosting it.

3.67 Addressing Interruptions and Problems: The Company will diligently respond to and address any notifications of disruptions or issues in the Customer’s hosting services.

3.68 Electricity Supply and Telecoms Link: The Company is not liable for interruptions in electricity supply or telecoms links provided by third parties.

3.69 Service Interruptions and Data Loss: While efforts will be made to restore service promptly, the Company will not be held accountable for data loss resulting from service suspensions or interruptions.

3.70 Server Downtime Due to External Factors: The Company is not responsible for server downtime caused by circumstances beyond its control.

3.71 Website Use Restrictions: The Customer commits to not using the Website for unlawful purposes, encompassing copyright infringement, indecent material, criminal acts, defamatory content, and other violations.

3.72 Indemnification for Breach of Use Restrictions: The Customer shall indemnify the Company for losses incurred due to breaches of the use restrictions in clause 3.71.

3.73 Compliance with Local Laws: The Website must adhere to the laws and regulations of accessible countries.

3.74 Monitoring Communications Passing through Server: If there are reasonable grounds to suspect breaches of these Conditions, the Company holds the right to monitor communications passing through the server.

3.75 Consequences of Unlawful Website Use: The Company may suspend or terminate service if the Website is used for unlawful purposes, and may delete files without prior notice.

3.76 Domain Name Management: The Company assists with domain name selection and registration, subject to terms and changes.

3.77 Email Account Provision: Upon request, the Company can provide email accounts on the domain, or forwarding to existing email accounts.

3.78 Email Service Downtime: The Company is not liable for email server downtime or interruptions.

3.79 ISP Responsibility: The Customer is responsible for managing their own ISP for internet connection and outgoing mail server.

3.80 Promotional Use of Website: The Company reserves the right to feature the Website in promotions without prior consent.

3.81 Licensing for Company Use: The Customer grants the Company a non-exclusive license to use the Website for fulfilling its obligations under the Contract.

3.82 Discontinuation of Website Hosting: The Company can cease website hosting services if its authority to provide such services ceases.

3.83 Website Hosting Termination: Website hosting services are subject to a minimum duration and termination notice as specified by the Company, with the potential for earlier termination under clause 12.

3.84 Photography and Video Production Services: For photography and video production services, additional terms apply.

3.85 Changes to Services: Any alterations or additions to services will be charged according to the Company’s rates.

3.86 Production Timescales Estimate: While efforts will be made to meet deadlines, the Company is not liable for delays due to its negligence.

3.87 Equipment Failure and Replacement: In case of equipment failure, the Company will strive to replace equipment swiftly.

3.88 Weather-Related Production Changes: Production times or dates might be changed due to adverse weather conditions.

3.89 Personnel and Equipment Safety: The Company reserves the right to remove personnel or equipment if safety concerns arise.

3.90 Customer-Induced Production Changes: Customer-caused delays or cancellations incur associated costs.

3.91 Responsibility for Customer-Induced Aborts: Customer-caused permanent production abortion results in associated charges.

3.92 Production Date Change Notice: A two-week notice is required for changing production dates.

3.93 Location Access Responsibility: The Customer is responsible for providing clear access to required locations.

3.94 Input Material Copyright: Copyright permission must be obtained for Input Material inclusion.

3.95 Limitations on Content Production: The Company won’t produce content infringing copyrights or violating laws.

3.96 Use of Waivers and Releases: The Customer is encouraged to use Waivers and Release Forms.

3.97 Ownership upon Payment: The Company retains ownership until charges are paid.

3.98 Revisions and Charges: The first cut of production incurs one set of revisions; subsequent revisions have extra charges.

3.99 Non-Solicitation of Company Personnel: Customer shall not solicit or employ Company personnel within a specified timeframe.

3.100 Employee Recruitment Compensation: If consented, recruitment of Company personnel requires compensation.

3.101 PPC Service Agreement: Terms for PPC services will be decided pre-implementation. Payment is required for the full month, and 20 days’ notice before termination.


4.1 Pricing and Conditions: The prices for the Services are based on prevailing conditions at the time of quotation and are subject to potential changes. The confirmed price for the Services will be communicated in writing by the Company upon acceptance of the Customer’s order as per clause 2.3. Service charges, when applicable, will be in accordance with the Company’s current hourly rates.

4.2 Price Adjustments: The Company reserves the right to adjust the price before providing the Services, due to factors beyond its control. This could include circumstances like currency fluctuations, regulatory changes, increased labor, material costs, or changes in service specifications requested by the Customer.

4.3 VAT and Tax: Unless specified otherwise, quoted prices do not include Value Added Tax (VAT), which will be charged at the applicable rate at the start of the Services.

4.4 Disbursements: The price of the Services excludes additional costs and expenses (such as travel, photography, copywriting, stock imagery, courier, and reasonable disbursements). These costs will be billed separately.

4.5 Non-Full Provision of Services: The Company won’t be liable if the Services are not provided in full, as long as reasonable efforts are made to address any such failures. The Customer remains responsible for paying all charges for the Services, regardless of any partial failure.

4.6 Written Agreements for Price Changes: Any waivers or reductions in prices will be valid only with the Company’s written agreement.


5.1 Service Delivery Timing: The Company aims to provide the Services according to the Customer’s requirements but won’t be responsible for any consequences arising from delays.

5.2 Service Location: Unless explicitly agreed in writing, the Services will be performed at the Company’s business premises.

5.3 Services in Segments: The Company may perform the Services in separate stages. Each stage will be invoiced and paid for as per the Contract terms.

5.4 Separate Contracts for Each Stage: Each stage of the Services is treated as a distinct contract.

5.5 Cancellation of One Contract and Other Contracts: Cancellation of one contract or stage won’t allow the Customer to cancel any other contracts or stages.


6.1 Confidential Information Handling: Both parties may share certain Confidential Information during the course of providing Services. Both parties agree to maintain the confidentiality of this information and not disclose it to third parties without written consent, except when legal obligations arise, or the information is already public or known by the receiving party. The information shall only be used for fulfilling the Contract’s obligations.

6.2 Intellectual Property Rights: The Company’s ownership of Intellectual Property Rights in Deliverables, Output Material, and Services is acknowledged by the Customer. The Customer will not challenge the Company’s ownership or use of these rights. While certain rights are granted to the Customer as per clause 3, no Intellectual Property Rights or licenses will be acquired by the Customer. Intellectual Property Rights developed by the Company during Services will belong to the Company.

6.3 Ownership of Marketing Campaigns: All marketing campaigns created by AI WIZ remain the property of AI WIZ. AI WIZ retains the right to retain all marketing and optimisations, unless otherwise agreed upon.


7.1 Invoicing and Acceptance: Subject to any written agreements between the Company and the Customer, AI WIZ shall be entitled to invoice the Customer for the price of the Services upon or after acceptance of the Customer’s order.

7.2 Payment Terms: Unless otherwise specified for certain Services in clause 3, provided the Customer provides satisfactory references as determined by AI WIZ, settlement terms will be net 30 days from the invoice date. In other cases, advance payment will be required upon AI WIZ’s submission of a pro-forma invoice.

7.3 Timing of Payment: Timely payment of the price is essential to the Contract.

7.4 Deductions and Set-Off: All payments shall be made without deductions, withholdings, or set-offs.

7.5 Consequences of Late Payment: Failure to pay invoices by the due date empowers AI WIZ to:

(a) Opt to charge interest at a rate of five percent (5%) per annum, calculated daily until full payment is received;

(b) Charge the Customer for costs related to collecting outstanding dues;

(c) Suspend any service warranties or future services even if not yet paid for;

(d) Allocate any payment received to any of the Services as AI WIZ deems appropriate;

(e) Offset any sums owed by AI WIZ to the Customer against amounts owed by the Customer to AI WIZ;

(f) Terminate the Contract, or suspend or cancel upcoming services;

(g) Revoke any offered discounts.

7.6 Interest under Late Payment Act: AI WIZ may claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.

7.7 Immediate Payment upon Termination: All payments owed to AI WIZ under the Contract become immediately due upon its termination, regardless of other terms.

8. FORCE MAJEURE: AI WIZ reserves the right to delay providing the Services, cancel the Contract, or reduce the ordered volume if its business operations are hindered or delayed by factors beyond its control, including but not limited to Acts of God, governmental actions, war, national emergency, terrorism, protests, civil unrest, fire, explosion, flood, epidemic, labor disputes, carrier issues, supply chain disruptions, or source failures.


9.1 Performance Assurance: AI WIZ warrants (subject to other provisions) that the Services will be executed with reasonable skill and care.

9.2 Limited Liability: AI WIZ’s liability per clause 9.1 is limited to re-performing unsatisfactory Services reported within the period specified in clause 9.3. 9.3 Reporting Deficiencies: Any shortcomings in Services must be reported within 7 days of completion; otherwise, Services are deemed satisfactory, and charges may apply for corrective work. 9.4 Exceptions to Warranty: AI WIZ won’t be liable for breaches of warranty if:

(a) Issues stem from Customer-supplied Input Material, instructions, or other causes beyond AI WIZ’s neglect;

(b) Full payment hasn’t been made by the due date stipulated in clause 7.2;

(c) The deficiency falls under specific exclusions specified in writing.

9.5 Investigation Costs: If AI WIZ determines that a deficiency is due to any factors outlined in clause 9.4, the Customer is liable for reasonable investigation costs incurred by AI WIZ.


10.1 Limited Financial Liability: The following clauses outline AI WIZ’s total financial liability to the Customer, covering breaches of contract, Services usage, representations, statements, negligence, and more.

10.2 Exclusions: All implied warranties and conditions (except those under section 2 of the Supply of Goods and Services Act 1982) are excluded to the fullest extent allowed by law. 10.3 Exceptions to Exclusions: Nothing in these clauses excludes AI WIZ’s liability:

(a) For death or personal injury caused by AI WIZ’s negligence;

b) Under section 2(3), Consumer Protection Act 1987;

(c) For illegal exclusions or limitations;

(d) For fraud or fraudulent misrepresentation.

10.4 Limited Financial Liability:

(a) AI WIZ’s total liability under contract, tort, misrepresentation, or otherwise in connection with the Contract is limited to the Contract price;

(b) AI WIZ won’t be liable to the Customer for loss of profit, business, goodwill, or consequential compensation (whether direct, indirect, or consequential) arising from the Contract.

10.5 Indemnity Obligation: The Customer shall indemnify AI WIZ and hold it harmless against liabilities, losses, damages, costs, and expenses arising from claims related to the Customer’s instructions, fraud, negligence, or failure to perform obligations, as long as AI WIZ confirms such claims.

11. CHANGES: AI WIZ reserves the right to make any changes to the specification of the Services without prior approval or notice to the Customer. These changes may be required to adhere to applicable statutory or regulatory requirements or, at the reasonable discretion of AI WIZ, may not materially impact the Services’ specification.


12.1 Termination Rights: Either party can terminate the Contract without incurring liability to the other party by giving immediate notice if:

(a) The other party fails to pay an amount due under the Contract by the specified payment date and remains in default for more than seven days after written notice to make the payment;

(b) The other party materially breaches any Contract term and fails to rectify it within 30 days after receiving written notice of the breach;

(c) The other party repeatedly breaches Contract terms in a way that reasonably suggests their intent or capability to honor the Contract is questionable;

(d) The other party suspends debt payments, is unable to pay debts when due, or is legally deemed unable to meet debts, as specified by the Insolvency Act 1986;

(e) The other party initiates creditor negotiations to reschedule debts or proposes compromise with creditors (excluding solvent amalgamation or reconstruction);

(f) A winding-up petition, resolution, or order is filed, passed, or made against the other party (except for a solvent amalgamation or reconstruction scheme);

(g) The other party applies to court for an administrator’s appointment, receives a notice of intention to appoint an administrator, or an administrator is appointed over the other party;

(h) A floating charge holder is entitled to or has appointed an administrative receiver over the other party’s assets;

(i) A receiver becomes entitled to or is appointed over the other party’s assets;

(j) A creditor or encumbrancer attaches or takes possession of the other party’s assets, and such attachment or process isn’t lifted within 14 days;

(k) Equivalent events or proceedings occur in any jurisdiction affecting the other party;

(l) The other party suspends, ceases, or threatens to cease a substantial part of its business;

(m) There’s a change of control as defined by the Capital Allowances Act 2001.

12.2 Consequences of Termination: Upon Contract termination for any reason:

(a) The Customer must immediately settle all outstanding invoices and interest owed to AI WIZ. For any Services delivered but not invoiced, AI WIZ may submit an invoice, due immediately upon receipt;

(b) Accrued rights and liabilities as of termination, and provisions expressly or implicitly surviving termination, remain unaffected.


13.1 AI WIZ’s forbearance or indulgence doesn’t limit its rights under these Conditions.

13.2 Notice must be in writing and sent to the recipient’s registered office or principal place of business.

13.3 Neither AI WIZ nor the Customer intends to allow enforcement of Contract terms by third parties under the Contracts (Rights of Third Parties) Act 1999.

13.4 If a provision is ruled invalid or unenforceable, the validity of other provisions and the affected provision’s remainder won’t be impacted.