Terms of Service

1. Introduction

These Terms of Service ("Terms") govern your access to and use of the Vivid Flow website and services. Vivid Flow provides AI consultancy, automation solutions, and related services to small and medium-sized enterprises ("SMEs").

By accessing our website or using our services, you agree to be bound by these Terms. If you do not agree to these Terms, you must not use our website or services.

These Terms constitute a legally binding agreement between you and Vivid Flow. Please read them carefully.

2. Definitions

In these Terms:

• "Vivid Flow", "we", "us", "our" refers to Vivid Flow, the trading name of Ictus Flow Ltd, a company registered in England and Wales
• "You", "your" refers to the individual or entity accessing our website or using our services
• "Services" refers to the AI consultancy, automation, and related services we provide
• "Website" refers to www.vividflow.co.uk and any associated subdomains
• "Content" refers to all text, images, software, code, and other materials available through our website or services
• "Deliverables" refers to any work product, reports, solutions, or materials we create for you as part of our services
• "Free Tools" refers to our ROI Calculator, AI Readiness Quiz, and any other tools provided at no cost

3. Our Services

Vivid Flow provides AI consultancy and automation services to SMEs, including but not limited to:

• AI strategy development and implementation planning
• Process automation and workflow optimisation
• Document processing and intelligent data extraction
• Custom AI solution development
• Training and knowledge transfer
• Ongoing support and maintenance

The specific scope, deliverables, timeline, and pricing for any engagement will be detailed in a separate Statement of Work or service agreement.

4. Free Tools and Calculators

We provide free tools on our website, including an ROI Calculator and AI Readiness Quiz. By using these tools, you acknowledge and agree that:

• All estimates, scores, and recommendations are provided for informational purposes only
• Results are based on the information you provide and general industry assumptions
• Estimates do not constitute a guarantee of actual savings, ROI, or outcomes
• Results should not be relied upon as financial, business, or professional advice
• Actual results from implementing AI automation may vary significantly based on your specific circumstances
• We recommend consulting with our team or other qualified professionals before making business decisions

These tools are provided "as is" without warranties of any kind. We are not liable for any decisions made or actions taken based on the output of these tools.

5. Use of Our Website

5.1 Permitted Use

You may use our website for lawful purposes only. You agree not to:

• Use the website in any way that violates applicable laws or regulations
• Attempt to gain unauthorised access to our systems or networks
• Use automated tools to scrape, crawl, or extract data from our website without permission
• Transmit any malware, viruses, or other harmful code
• Impersonate any person or entity or misrepresent your affiliation
• Interfere with or disrupt the website's operation

5.2 Account Registration

Some features of our website may require you to create an account. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You must notify us immediately of any unauthorised use.

6. Intellectual Property

6.1 Our Intellectual Property

All content on our website, including text, graphics, logos, images, software, and the compilation thereof, is the property of Vivid Flow or its licensors and is protected by UK and international copyright, trademark, and other intellectual property laws.

You may not reproduce, distribute, modify, or create derivative works from our content without our prior written consent.

6.2 Deliverables

Unless otherwise agreed in writing:

• Upon full payment, you will own all intellectual property rights in bespoke deliverables created specifically for you
• We retain ownership of any pre-existing intellectual property, methodologies, frameworks, and tools used in creating the deliverables
• We grant you a non-exclusive, perpetual licence to use any of our pre-existing materials incorporated into your deliverables for your internal business purposes
• We may retain copies of deliverables for our records and, with your consent, use anonymised case studies for marketing purposes

6.3 Third-Party AI Tools

Our services may involve the use of third-party AI platforms, APIs, and tools. Your use of such tools is subject to the respective third-party terms of service. We do not guarantee the availability, accuracy, or performance of third-party AI services.

7. Client Responsibilities

When engaging our services, you agree to:

• Provide accurate, complete, and timely information required for service delivery
• Grant us necessary access to your systems, data, and personnel as required
• Ensure you have the right to share any data or content you provide to us
• Review and provide feedback on deliverables within agreed timeframes
• Make payments in accordance with agreed terms
• Comply with all applicable laws regarding the use of AI and automation

8. Data Protection

8.1 Our Commitment

We are committed to protecting your data and complying with the UK GDPR and Data Protection Act 2018. Our Privacy Policy explains how we collect, use, and protect your personal data.

8.2 Data Processing

Where we process personal data on your behalf as part of our services, we will enter into a separate Data Processing Agreement that defines our respective obligations.

8.3 AI and Data

When using AI tools as part of our services:

• We will inform you of any data that may be processed by third-party AI services
• We will implement appropriate safeguards to protect confidential information
• We will not use your confidential data to train AI models without your explicit consent
• You are responsible for ensuring you have appropriate consent or legal basis to process any personal data involved in our services

9. Confidentiality

Both parties agree to keep confidential all non-public information disclosed during the engagement. This obligation does not apply to information that:

• Is or becomes publicly available through no fault of the receiving party
• Was already known to the receiving party prior to disclosure
• Is independently developed without use of confidential information
• Is rightfully obtained from a third party without restriction

Confidentiality obligations survive termination of these Terms for a period of three years.

10. Limitation of Liability

10.1 Exclusions

To the maximum extent permitted by law, we exclude liability for:

• Indirect, incidental, special, consequential, or punitive damages
• Loss of profits, revenue, data, or business opportunities
• Damages arising from your use of third-party services or tools
• Damages resulting from circumstances beyond our reasonable control

10.2 Cap on Liability

Our total liability for any claim arising from or related to our services shall not exceed the total fees paid by you for the specific services giving rise to the claim in the twelve months preceding the claim.

10.3 Exceptions

Nothing in these Terms excludes or limits our liability for:

• Death or personal injury caused by our negligence
• Fraud or fraudulent misrepresentation
• Any other liability that cannot be excluded by law

11. Warranties and Disclaimers

11.1 Our Warranties

We warrant that:

• Our services will be performed with reasonable skill and care
• We have the right to provide the services and grant the licences described in these Terms
• Our employees and contractors are appropriately qualified and experienced

11.2 Disclaimers

Except as expressly stated:

• Our website and services are provided "as is" without warranties of any kind
• We do not guarantee that AI solutions will achieve specific results or performance levels
• We do not warrant that our services will be uninterrupted, error-free, or secure
• We are not responsible for decisions made based on AI-generated outputs

AI technology is inherently probabilistic and may produce unexpected results. You are responsible for reviewing and validating all AI-generated outputs before relying on them.

12. Indemnification

You agree to indemnify and hold harmless Vivid Flow and its directors, employees, and agents from any claims, damages, losses, or expenses (including legal fees) arising from:

• Your breach of these Terms
• Your violation of any applicable law or regulation
• Your use of our services in a manner not authorised by these Terms
• Any dispute between you and a third party relating to our services

13. Termination

13.1 Termination by Either Party

Either party may terminate services by providing written notice in accordance with any applicable service agreement. In the absence of a specific agreement, 30 days' written notice is required.

13.2 Termination for Cause

We may terminate or suspend your access immediately if you:

• Breach any material provision of these Terms
• Fail to make payments when due
• Become insolvent or enter administration
• Engage in conduct that damages our reputation

13.3 Effect of Termination

Upon termination:

• You must pay all outstanding fees for services rendered
• We will deliver any completed or partially completed deliverables
• Both parties must return or destroy confidential information upon request
• Provisions that by their nature should survive (including confidentiality, intellectual property, and limitation of liability) shall remain in effect

14. Dispute Resolution

14.1 Informal Resolution

Before initiating formal proceedings, both parties agree to attempt to resolve disputes through good faith negotiation for a period of 30 days.

14.2 Governing Law

These Terms are governed by and construed in accordance with the laws of England and Wales.

14.3 Jurisdiction

Any disputes shall be subject to the exclusive jurisdiction of the courts of England and Wales.

15. General Provisions

15.1 Entire Agreement

These Terms, together with any service agreements and our Privacy Policy, constitute the entire agreement between you and Vivid Flow regarding the subject matter hereof.

15.2 Amendments

We may update these Terms from time to time. Material changes will be notified via our website or by email. Continued use of our services after changes take effect constitutes acceptance of the revised Terms.

15.3 Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

15.4 Waiver

Failure to enforce any provision of these Terms shall not constitute a waiver of that provision or any other provision.

15.5 Assignment

You may not assign or transfer your rights under these Terms without our prior written consent. We may assign our rights to a successor in the event of a merger, acquisition, or sale of substantially all our assets.

15.6 Force Majeure

Neither party shall be liable for delays or failures in performance resulting from circumstances beyond reasonable control, including natural disasters, war, terrorism, riots, pandemics, government actions, or failures of third-party services.

15.7 Third-Party Rights

These Terms do not create any rights enforceable by third parties under the Contracts (Rights of Third Parties) Act 1999.

16. Contact Us

If you have any questions about these Terms, please contact us: