CarefulAI Ltd - Terms of Service
CarefulAI Ltd - AI Agent Design Services Terms of Service
Effective Date: 1st April 2022 (Updated January 2026)
1. Scope of Services
CarefulAI Ltd and its AI agents design, configure, and implement AI agents to work on a Client's AI Provider's platforms.
Services include: agent logic design, conversation flow mapping, voice selection, integration setup, and testing.
CarefulAI Ltd does not provide: Legal compliance review, ongoing monitoring, or liability coverage for agent interactions.
2. Client Responsibilities & Acknowledgments
Client must provide:
* Clear business requirements and a signed Statement of Work (SOW).
* All necessary content, scripts, and response guidelines.
* Access to Client's AI Platform Provider account with appropriate permissions.
* Timely feedback during development phases.
Client acknowledges and agrees:
* AI Nature: AI agents are not human and may produce responses that are incorrect, incomplete, or inappropriate despite best design efforts.
* Disclosure: Client is responsible for disclosing to end-users that they are interacting with AI.
* Liability: Client assumes full legal responsibility for how the AI agent interacts with customers.
3. Data & Privacy Considerations
3.1 Roles of the Parties: For the purposes of the UK Data Protection Legislation (UK GDPR and DPA 2018), the Client's AI Provider is the Data Processor and the Client is the Data Controller.
3.2 Data Processing Obligations: The client shall ensure its AI Provider:
* Process personal data only on documented written instructions from the Client.
* Ensure all persons processing data are committed to confidentiality.
* Assist the Client in responding to Data Subject requests and ensuring UK GDPR compliance.
* Delete or return all personal data at the Client's choice upon termination.
3.3 Data Processing Addendum (DPA): The specific scope of processing is governed by the client's DPA.
3.4 Third-Party Sub-processors: Data flows through the AI providers (e.g. OpenAI, Google, and ElevenLabs). The Client provides general written authorisation for CarefulAI Ltd to engage these sub-processors on their behalf.
3.5 Prohibited Data: Client shall not use agents to collect Special Category Data, children's data without consent, or financial credentials unless explicitly agreed in writing following a Data Protection Impact Assessment (DPIA).
4. Compliance & Use Restrictions
CarefulAI Ltd will not design agents that:
* Impersonate individuals without disclosure or use voice cloning without consent.
* Collect data deceptively or violate an AI Provider's Acceptable Use Policies.
* Facilitate illegal activities.
5. Testing & Quality Assurance
* CarefulAI Ltd will conduct reasonable testing before delivery.
* Final acceptance testing is the Client's responsibility.
* AI behavior can be unpredictable; CarefulAI Ltd cannot guarantee specific outcomes in all scenarios.
6. Intellectual Property & Usage Rights
* CarefulAI Ltd retains: Methodologies, templates, and design approaches.
* Client receives: Full ownership of the specific agent configuration and custom scripts created specifically for the Client upon full payment.
* Grant of Rights: Client grants CarefulAI Ltd access to accounts during the project and the right to use anonymous data to improve services.
7. Warranties & Limitations
7.1 Guarantees: Services are performed with reasonable professional skill and care in accordance with the Consumer Rights Act 2015 (where applicable).
7.2 Liability Limits:
* Nothing in these Terms shall limit or exclude CarefulAI Ltd's liability for: (i) death or personal injury caused by its negligence; (ii) fraud or fraudulent misrepresentation; or (iii) any other liability which cannot be limited or excluded by applicable law.
* Subject to the above, CarefulAI Ltd's total liability is capped at the fees paid for a specific project.
* CarefulAI Ltd is not liable for indirect, special, or consequential loss, or for data breaches by third-party AI Platform Providers.
8. Voice Cloning & Synthetic Media
* Consents: Client warrants they have obtained explicit, written, and informed consent from the individual whose voice is being cloned.
* Rights: Client warrants they possess all IP rights for commercial use of the voice and that such use does not infringe third-party moral or publicity rights.
* Disclosure: Client must clearly notify end-users that the audio is AI-generated.
9. Ongoing Support & Modifications
* Initial projects include 2 rounds of revisions.
* Post-launch support requires a separate agreement.
* CarefulAI Ltd is not responsible for maintenance required due to future updates by AI platform providers or its sub processors.
10. Payment Terms
* 10.1 Fees: As set out in the signed Statement of Work (SOW).
* 10.2 Deposit: A 10% non-refundable deposit is required to commence work.
* 10.3 Additional Work: Revisions beyond the scope of the SOW are billed at an hourly rate in the SOW.
* 10.4 Third-Party Costs: Client is responsible for all AI provider fees and those of its sub processors; these are non-refundable.
11. Termination
Either party may terminate for material breach or if work would violate legal/ethical standards. Upon termination, payment is due for work completed to date.
12. Indemnification
The Client shall indemnify CarefulAI Ltd against all claims, losses, and legal fees arising from:
* IP Infringement regarding Client-provided content or voices.
* Defamation or slander resulting from the AI agent's output.
* Regulatory Breaches (e.g., UK GDPR or consumer law violations).
13. Dispute Resolution & Governing Law
* Governing Law: This agreement is governed by the laws of England and Wales.
* Procedure: Parties shall first attempt good faith negotiation, followed by optional mediation (CEDR).
* Jurisdiction: The courts of England and Wales have exclusive jurisdiction.
* Individual Capacity: Claims must be brought in an individual capacity, not as part of a collective or group proceeding.
Effective Date: 1st April 2022 (Updated January 2026)
1. Scope of Services
CarefulAI Ltd and its AI agents design, configure, and implement AI agents to work on a Client's AI Provider's platforms.
Services include: agent logic design, conversation flow mapping, voice selection, integration setup, and testing.
CarefulAI Ltd does not provide: Legal compliance review, ongoing monitoring, or liability coverage for agent interactions.
2. Client Responsibilities & Acknowledgments
Client must provide:
* Clear business requirements and a signed Statement of Work (SOW).
* All necessary content, scripts, and response guidelines.
* Access to Client's AI Platform Provider account with appropriate permissions.
* Timely feedback during development phases.
Client acknowledges and agrees:
* AI Nature: AI agents are not human and may produce responses that are incorrect, incomplete, or inappropriate despite best design efforts.
* Disclosure: Client is responsible for disclosing to end-users that they are interacting with AI.
* Liability: Client assumes full legal responsibility for how the AI agent interacts with customers.
3. Data & Privacy Considerations
3.1 Roles of the Parties: For the purposes of the UK Data Protection Legislation (UK GDPR and DPA 2018), the Client's AI Provider is the Data Processor and the Client is the Data Controller.
3.2 Data Processing Obligations: The client shall ensure its AI Provider:
* Process personal data only on documented written instructions from the Client.
* Ensure all persons processing data are committed to confidentiality.
* Assist the Client in responding to Data Subject requests and ensuring UK GDPR compliance.
* Delete or return all personal data at the Client's choice upon termination.
3.3 Data Processing Addendum (DPA): The specific scope of processing is governed by the client's DPA.
3.4 Third-Party Sub-processors: Data flows through the AI providers (e.g. OpenAI, Google, and ElevenLabs). The Client provides general written authorisation for CarefulAI Ltd to engage these sub-processors on their behalf.
3.5 Prohibited Data: Client shall not use agents to collect Special Category Data, children's data without consent, or financial credentials unless explicitly agreed in writing following a Data Protection Impact Assessment (DPIA).
4. Compliance & Use Restrictions
CarefulAI Ltd will not design agents that:
* Impersonate individuals without disclosure or use voice cloning without consent.
* Collect data deceptively or violate an AI Provider's Acceptable Use Policies.
* Facilitate illegal activities.
5. Testing & Quality Assurance
* CarefulAI Ltd will conduct reasonable testing before delivery.
* Final acceptance testing is the Client's responsibility.
* AI behavior can be unpredictable; CarefulAI Ltd cannot guarantee specific outcomes in all scenarios.
6. Intellectual Property & Usage Rights
* CarefulAI Ltd retains: Methodologies, templates, and design approaches.
* Client receives: Full ownership of the specific agent configuration and custom scripts created specifically for the Client upon full payment.
* Grant of Rights: Client grants CarefulAI Ltd access to accounts during the project and the right to use anonymous data to improve services.
7. Warranties & Limitations
7.1 Guarantees: Services are performed with reasonable professional skill and care in accordance with the Consumer Rights Act 2015 (where applicable).
7.2 Liability Limits:
* Nothing in these Terms shall limit or exclude CarefulAI Ltd's liability for: (i) death or personal injury caused by its negligence; (ii) fraud or fraudulent misrepresentation; or (iii) any other liability which cannot be limited or excluded by applicable law.
* Subject to the above, CarefulAI Ltd's total liability is capped at the fees paid for a specific project.
* CarefulAI Ltd is not liable for indirect, special, or consequential loss, or for data breaches by third-party AI Platform Providers.
8. Voice Cloning & Synthetic Media
* Consents: Client warrants they have obtained explicit, written, and informed consent from the individual whose voice is being cloned.
* Rights: Client warrants they possess all IP rights for commercial use of the voice and that such use does not infringe third-party moral or publicity rights.
* Disclosure: Client must clearly notify end-users that the audio is AI-generated.
9. Ongoing Support & Modifications
* Initial projects include 2 rounds of revisions.
* Post-launch support requires a separate agreement.
* CarefulAI Ltd is not responsible for maintenance required due to future updates by AI platform providers or its sub processors.
10. Payment Terms
* 10.1 Fees: As set out in the signed Statement of Work (SOW).
* 10.2 Deposit: A 10% non-refundable deposit is required to commence work.
* 10.3 Additional Work: Revisions beyond the scope of the SOW are billed at an hourly rate in the SOW.
* 10.4 Third-Party Costs: Client is responsible for all AI provider fees and those of its sub processors; these are non-refundable.
11. Termination
Either party may terminate for material breach or if work would violate legal/ethical standards. Upon termination, payment is due for work completed to date.
12. Indemnification
The Client shall indemnify CarefulAI Ltd against all claims, losses, and legal fees arising from:
* IP Infringement regarding Client-provided content or voices.
* Defamation or slander resulting from the AI agent's output.
* Regulatory Breaches (e.g., UK GDPR or consumer law violations).
13. Dispute Resolution & Governing Law
* Governing Law: This agreement is governed by the laws of England and Wales.
* Procedure: Parties shall first attempt good faith negotiation, followed by optional mediation (CEDR).
* Jurisdiction: The courts of England and Wales have exclusive jurisdiction.
* Individual Capacity: Claims must be brought in an individual capacity, not as part of a collective or group proceeding.