SMEChatbot

Terms & Conditions

Version: 1.0 — Draft

Draft for legal review. These Terms & Conditions are not yet finalised.

1. About Us

SMEChatbot.com is a trading name of Empirical Management Consulting Ltd, a company registered in England and Wales under company number 06510103.

Registered Office: View registered office at Companies House

Email: info@smechatbot.com

In these Terms & Conditions, "SMEChatbot", "we", "us" and "our" refer to Empirical Management Consulting Ltd. "Customer", "you" and "your" refer to the person or organisation purchasing our services.

2. Our Services

We offer three principal service packages:

The precise scope of each order is determined by the package description and any written specifications agreed with the Customer.

3. Eligibility

Customers must be at least 18 years old and legally capable of entering into a contract.

Anyone purchasing on behalf of a business confirms that they are authorised to enter into the agreement.

These Terms apply to business and consumer customers. Mandatory consumer rights are not excluded or restricted.

4. Ordering and Payment

Our standard package prices are:

These are standard prices excluding VAT. Applicable VAT will be calculated and displayed before payment. Consumer customers will be shown the applicable VAT-inclusive total before confirming their order.

Setup fees are payable when the order is placed. Recurring payments are processed securely through our payment service provider.

The Customer authorises the collection of applicable subscription charges using the payment method provided.

5. Setup and Delivery

Our target delivery periods are:

Delivery periods begin once we have received all information, materials and access reasonably required to complete the agreed work.

These periods are targets rather than guaranteed completion dates. We will inform the Customer of material delays.

6. Customer Review and Approval

We will provide the Customer with an opportunity to review the website or chatbot before Go-Live.

Customers are requested to approve the deliverable or identify discrepancies within five working days.

We aim to correct discrepancies against the agreed specification within two working days, where practicable.

Additional functionality or changes outside the agreed scope may require a separate quotation.

Go-Live requires the Customer's explicit approval.

7. Subscription Activation and Free Trial

Each new eligible subscription includes a 30-day free trial of the monthly subscription charge.

The trial begins on the actual Go-Live date, following Customer approval and activation of the relevant service.

The trial does not begin on the date the setup fee is paid.

Unless the Customer cancels before the trial ends, the first monthly subscription payment becomes due at the end of the 30-day trial.

We intend to send a reminder approximately seven days before the first subscription charge.

8. Monthly Subscriptions

Subscriptions renew monthly until cancelled. There is no minimum subscription commitment beyond the applicable billing period.

Subscription charges cover the services included in the selected package.

Additional services requested by the Customer may be charged separately following agreement of a quotation.

9. Subscription Cancellation

Customers may cancel their subscriptions at any time using the available customer billing portal or by contacting us.

Cancellation ordinarily takes effect at the end of the current paid billing period.

Cancellation during the free trial prevents the first monthly subscription charge, provided cancellation is completed before the trial expires.

We will provide confirmation of cancellation.

We do not ordinarily provide proportional refunds for unused portions of a billing period, except where required by law or expressly agreed.

10. Consumer Cancellation Rights

Consumers purchasing at a distance may have statutory cancellation rights, including rights applicable to services and subscription contracts.

We will provide any legally required pre-contract information and cancellation instructions.

Where a consumer expressly requests that services begin during a statutory cancellation period, applicable law may permit a proportionate charge for services already supplied.

Any such charge will be subject to the conditions and protections required by applicable law.

Nothing in these Terms limits statutory consumer cancellation, refund or other mandatory rights.

11. Setup Fees and Refunds

Setup fees cover the initial design, configuration, development and implementation work included in the selected package.

Once work has commenced, setup fees are not ordinarily refundable except where required by applicable law or where we agree otherwise.

This provision does not override statutory consumer cancellation rights or remedies for services that are not provided with reasonable care and skill.

12. Failed Payments

If a recurring payment fails, we may attempt to collect the outstanding amount again and notify the Customer.

We normally allow a seven-calendar-day grace period before suspending services for non-payment.

Services may be restored once outstanding amounts have been paid.

We will act reasonably and comply with applicable notice and consumer protection requirements.

13. Reactivation

A Customer who reactivates before the end of their existing subscription period will not normally pay a new setup fee.

Reactivation within 30 days after expiry will not normally require a new setup fee if the relevant service data remains available.

After that period, new setup charges may apply.

Reactivation does not automatically create entitlement to another free trial. Applicable subscription charges and payment authorisation will be confirmed before reactivation.

14. Website Hosting and Maintenance

Where included in the selected package, our ongoing services may include website hosting, SSL certificate management, routine maintenance, security updates, monitoring and technical support.

Additional pages, content changes, photography and other work outside the agreed package may require a separate quotation.

We do not guarantee uninterrupted or error-free availability of websites or chatbot services.

Where practicable, we aim to provide at least 24 hours' notice of planned maintenance. Emergency maintenance may be performed without notice.

15. Backups and Restoration

Our intended standard hosting service includes weekly website backups with a target retention period of 30 days.

Restoration following a technical failure attributable to our managed service is included where reasonably practicable.

Customer-requested restoration unrelated to a service failure may be separately quoted.

Backup availability and restoration depend on the applicable hosting arrangements. Customers should retain copies of important original materials.

16. Website Ownership and Intellectual Property

Subject to full payment, the Customer owns the bespoke website content and original materials specifically created for them, except for third-party materials and components expressly retained by SMEChatbot.

SMEChatbot retains ownership of its underlying chatbot technology, proprietary software, reusable templates, workflows, integrations, processes and pre-existing intellectual property.

Third-party software, images, fonts and other components remain subject to their applicable licences.

The Customer grants us the rights reasonably necessary to use materials supplied by them for the purpose of delivering the services.

17. Domain Names

Where a domain name is registered for a Customer, the Customer should be identified as the registrant or legal owner where applicable.

Domain registration, renewal and transfer charges may be separate from subscription fees.

Transferring a domain name does not automatically transfer website hosting, proprietary chatbot technology or managed website services.

18. Data Export and Website Migration

On request and following reasonable identity verification, we will provide available Customer-owned materials and exportable Customer data in commonly used formats.

Standard exports may include website materials, lead records in CSV format and chatbot conversation records in CSV or JSON format, subject to applicable law and retention periods.

We aim to complete standard export requests within five working days.

Standard exports of Customer-owned materials and available Customer data are provided without an additional export fee.

If the Customer requests that SMEChatbot perform a managed migration of a website to another hosting provider, our standard managed migration fee is GBP 5,000 plus applicable VAT, subject to a separately agreed scope of work.

The managed migration fee does not apply to a standard data export or to a domain transfer alone. It does not grant ownership of SMEChatbot's proprietary chatbot technology.

Nothing in this section restricts mandatory data protection rights or other statutory rights.

19. Service Expiry and Data Retention

Our intended standard retention periods are:

These periods are subject to applicable data protection requirements, lawful retention obligations and any agreed Data Processing Agreement.

Customers should request required exports before the applicable retention period ends.

20. Artificial Intelligence Services

Our chatbot services use artificial intelligence to generate responses to website visitors.

AI-generated responses may occasionally be incomplete, inaccurate or inappropriate.

Customers are responsible for providing accurate business information and reviewing the suitability of chatbot content.

Chatbots must not be relied upon as a substitute for qualified legal, medical, financial or other regulated professional advice.

We do not sell Customer chatbot data. We will not use Customer conversations to train AI models without an appropriate lawful basis and authorisation.

21. Acceptable Use

Customers must not use our services for unlawful, fraudulent, misleading, discriminatory or abusive purposes.

Prohibited activities include spam, unauthorised access, malicious code, unlawful collection of sensitive personal information and attempts to compromise service security.

Customers must not deploy chatbots for high-risk automated decisions without appropriate safeguards, human oversight and legal compliance.

We may suspend services where reasonably necessary to address serious security, legal or acceptable-use violations.

22. Data Protection

Each party must comply with applicable data protection legislation, including UK GDPR and the Data Protection Act 2018 where applicable.

For personal data collected through a Customer's chatbot, the Customer will generally act as Data Controller and SMEChatbot as Data Processor.

SMEChatbot acts as Data Controller for personal data processed for its own account administration, billing, customer communications and marketing.

Where required, the parties will enter into an appropriate Data Processing Agreement.

The Customer is responsible for providing appropriate privacy information to its website visitors and establishing lawful grounds for processing.

23. Security Incidents

We implement reasonable technical and organisational security measures appropriate to the services provided.

Where we act as a Data Processor, we will notify the relevant Customer without undue delay after becoming aware of a personal data breach affecting Customer personal data.

Our operational target is to provide an initial notification within 24 hours where reasonably practicable.

Notifications and cooperation will be handled in accordance with applicable law and any agreed Data Processing Agreement.

24. Customer Support

Standard support hours are Monday to Friday, 09:00 to 17:00 UK time, excluding UK public holidays.

For support requests received before 15:00 UK time on a working day, our target is an initial response by 17:00 that day.

Requests received after 15:00 will normally receive an initial response by 17:00 on the next working day.

Response targets do not guarantee resolution within a particular period.

Support email: info@smechatbot.com .

25. Complaints

Complaints should be submitted to info@smechatbot.com .

We aim to acknowledge complaints on the same working day if received before 15:00 UK time, or on the next working day otherwise.

Our target is to resolve complaints within 10 working days. More complex matters may take longer, in which case we will provide updates.

26. Liability

Nothing in these Terms excludes or limits liability for fraud, fraudulent misrepresentation, death or personal injury caused by negligence, or any liability that cannot lawfully be excluded or limited.

For business Customers only, and subject to applicable law and the reasonableness of the limitation, our aggregate contractual liability will not exceed the total fees paid by the Customer during the 12 months preceding the event giving rise to the claim.

We are not responsible for losses caused by inaccurate information supplied by the Customer or by circumstances outside our reasonable control, except where applicable law provides otherwise.

Consumer Customers retain all mandatory statutory rights and remedies.

27. Changes to Prices and Terms

We may update our prices, services and Terms & Conditions from time to time.

We intend to provide at least 30 days' advance email notice of material changes affecting an existing subscription, unless a different period is required by law.

Customers may cancel before an applicable price increase takes effect.

Changes will not override mandatory consumer protections.

28. Governing Law

These Terms are governed by the laws of England and Wales, subject to any mandatory legal protections applicable to consumers.

Nothing in these Terms deprives a consumer of mandatory rights or jurisdictional protections available under applicable law.

29. Contact Details

Empirical Management Consulting Ltd
Trading as SMEChatbot.com
Registered in England and Wales
Company Number: 06510103

Registered Office: See the registered office address in Section 1 above, retrieved from Companies House.

Email: info@smechatbot.com