Terms and Conditions

3.1 Business-to-Business Services

The Agent Bureau® provides business-to-business (B2B) services only. Our Services are designed for use by businesses, organisations, and commercial entities. By using our Services, you confirm that you are acting in a business capacity and not as a consumer.

Important: As these are B2B services, certain consumer protection rights under the Consumer Rights Act 2015 do not apply. The parties agree that these Terms reflect a commercial transaction between businesses.

3.2 AI Agent Services

Our Services include, but are not limited to:

• Managed AI agents for administrative, operational, sales, marketing, and finance functions
• Managed AI agent delivery, automation, and related operational support
• AI agent configuration, deployment, and management
• Customer support and technical assistance
• Related consulting and advisory services (where agreed)

The specific Services to be provided will be detailed in your Service Agreement or order form.

3.3 Service Limitations

You acknowledge and agree that:

• AI agents are automated systems and may not perform with 100% accuracy in all circumstances
• Services are provided "as is" and we do not guarantee specific business outcomes or results
• AI agents may require human oversight and intervention in certain circumstances
• Services are subject to technical limitations, system availability, and third-party dependencies
• We reserve the right to modify, suspend, or discontinue any Service with reasonable notice

3.4 Legal Status of AI Agents

Important Legal Clarification: Despite the use of terminology such as "AI Agent", "Digital Worker", or "managed AI agent" in these Terms and in our marketing materials, those labels describe the same category of automated Services unless a Service Agreement expressly distinguishes them. You acknowledge and agree that:

• The Services and software do not possess legal personality under UK law
• AI Agents do not act as legal or fiduciary agents of the Client under UK Agency Law
• AI Agents do not have the legal capacity to enter into binding contracts on behalf of the Client
• All actions, communications, or transactions executed by AI Agents are performed as automated tools under your direction and control, and you remain solely responsible for all such actions
• No agency relationship, partnership, joint venture, or employment relationship is created between the Client and any AI Agent or between the Client and The Agent Bureau® by virtue of these Terms

You are solely responsible for ensuring that any actions taken by AI Agents on your behalf comply with all applicable laws, regulations, and contractual obligations.

5.1 Service Commencement

Services will commence on the date specified in your Service Agreement or, if no date is specified, within a reasonable time after acceptance of your order. We will use reasonable efforts to provide Services in accordance with the agreed specifications.

5.2 Client Obligations

You agree to:

• Provide accurate, complete, and up-to-date information necessary for Service provision
• Grant necessary access to systems, platforms, and data required for AI agent operation (with appropriate security measures)
• Ensure that any credentials, permissions, or access rights provided are valid and maintained
• Comply with all applicable laws, regulations, and third-party terms of service
• Use Services only for lawful business purposes
• Not interfere with or disrupt the Services or our systems
• Maintain appropriate backups of your data
• Notify us promptly of any issues, errors, or concerns regarding the Services

5.3 Our Obligations

We agree to:

• Provide Services with reasonable skill and care
• Use commercially reasonable efforts to ensure Services are available and operational
• Maintain appropriate security measures to protect your data
• Comply with applicable data protection laws (see our Privacy Policy)
• Provide reasonable customer support during normal business hours
• Notify you of any material changes to Services that may affect you

5.4 Service Availability

While we strive to provide continuous service availability, we do not guarantee that Services will be uninterrupted, error-free, or available at all times. Services may be subject to scheduled maintenance, technical issues, or circumstances beyond our reasonable control.

6.1 Pricing

Service fees are as specified in your Service Agreement or as displayed on our website at the time of order. All prices are in British Pounds (GBP) and are exclusive of VAT unless otherwise stated. VAT will be added to invoices where applicable.

We reserve the right to modify pricing with 30 days' written notice. Price changes will not affect Services already paid for or committed to under an existing Service Agreement.

6.2 Payment Terms

Payment terms are as follows:

• Services are typically billed monthly in advance
• Payment is due within 14 days of invoice date unless otherwise agreed
• Payment must be made by the method specified in your Service Agreement
• Late payment may result in suspension or termination of Services
• We reserve the right to charge interest on overdue amounts at a rate of 8% per annum above the Bank of England base rate

6.3 Refunds

As these are B2B services, refunds are generally not available except where required by law or as specifically agreed in writing. If Services are terminated partway through a billing period, fees for the remainder of that period are non-refundable unless otherwise agreed.

7.1 Cancellation by Client

You may cancel Services at any time by providing us with 30 days' written notice. Notice should be sent to enquiries@TheAgentBureau.co.uk or as otherwise specified in your Service Agreement.

Cancellation will take effect at the end of the current billing period or 30 days after notice (whichever is later). You will remain responsible for all fees due up to the effective cancellation date.

7.2 Termination by Us

We may terminate Services immediately if:

• You breach any material term of this Agreement and fail to remedy such breach within 14 days of notice
• You fail to pay any fees when due
• You engage in fraudulent, illegal, or harmful activities
• You use Services in a manner that violates applicable laws or third-party rights
• We are required to do so by law or regulatory authority

We may also terminate Services for convenience with 30 days' written notice, in which case we will refund any prepaid fees for Services not yet provided.

7.3 Effect of Termination

Upon termination:

• Your right to use Services will immediately cease
• All outstanding fees become immediately due and payable
• We may delete or return your data in accordance with our data retention policies
• Provisions that by their nature should survive termination (including intellectual property, confidentiality, and liability limitations) will continue to apply

8.1 Our Intellectual Property

All intellectual property rights in the Services, our website, software, AI agents, technology, and related materials remain the exclusive property of The Agent Bureau Ltd or our licensors. You are granted only a limited, non-exclusive, non-transferable license to use the Services for your internal business purposes during the Service Period.

You may not copy, modify, distribute, sell, lease, sublicense, or create derivative works based on our Services or intellectual property without our prior written consent.

8.2 Client Intellectual Property

You retain all intellectual property rights in your data, content, and materials. By using our Services, you grant us a limited license to use, process, and store your data solely for the purpose of providing the Services.

8.3 Feedback and Improvements

Any feedback, suggestions, or ideas you provide regarding our Services may be used by us without obligation or compensation to you. We retain all rights to improvements, modifications, and enhancements to our Services.

8.4 AI Generated Outputs

Subject to full payment of all fees due under this Agreement, the Client shall own all rights, title, and interest (including all intellectual property rights) in the specific outputs, content, or data generated by the AI Agents for the Client in the course of providing the Services ("Outputs").

Notwithstanding the foregoing, the Client hereby grants to The Agent Bureau Ltd a non-exclusive, royalty-free, perpetual, irrevocable, worldwide license to use, reproduce, modify, and create derivative works of the Outputs solely for the purposes of improving, operating, and maintaining the Services, developing new services, and for internal business analytics and quality assurance purposes. This license does not permit The Agent Bureau® to publicly display, distribute, or commercialise the Outputs in a manner that identifies the Client or uses Client Confidential Information without the Client's prior written consent.

For the avoidance of doubt, ownership of Outputs does not include ownership of the underlying AI Agent technology, software, algorithms, or training data, which remain the exclusive property of The Agent Bureau® or its licensors.

11.1 Limited Warranties

We warrant that Services will be provided with reasonable skill and care. However, we do not warrant that Services will be error-free, uninterrupted, or meet your specific requirements.

11.2 Disclaimers

To the maximum extent permitted by law:

• Services are provided "as is" and "as available" without warranties of any kind, express or implied
• We disclaim all warranties, including but not limited to merchantability, fitness for a particular purpose, and non-infringement
• We do not guarantee specific business outcomes, results, or performance metrics
• We are not responsible for decisions made based on AI agent outputs or recommendations
• We do not warrant that Services will be compatible with all systems or third-party platforms

11.3 AI-Specific Disclaimers and Agentic AI Responsibilities

You acknowledge that AI agents are automated systems that may produce errors, inaccuracies, or unexpected results. You are responsible for reviewing, verifying, and validating all outputs from AI agents before relying on them for business decisions.

Agentic AI and Delegated Agent Actions: Where AI Agents are configured to operate with delegated tasks or with limited human oversight (referred to as "Agentic AI" capabilities), you acknowledge and agree that:

• You are solely responsible for setting appropriate parameters, limits, thresholds, and guardrails for the AI Agents' delegated agent actions
• You are solely responsible for implementing and maintaining appropriate human-in-the-loop oversight, review processes, and approval workflows for delegated agent actions
• You are solely responsible for configuring the AI Agents' decision-making boundaries, including but not limited to spending limits, communication protocols, transaction approvals, and escalation procedures
• The Provider accepts no liability for third-party claims, financial losses, reputational damage, regulatory penalties, or any other consequences resulting from delegated agent actions, communications, or transactions executed by the AI Agent on your behalf
• You assume all risk associated with deploying and enabling delegated or agentic features of the AI Agents
• You are responsible for ensuring that all delegated agent actions comply with applicable laws, regulations, industry standards, and your own internal policies

The Provider recommends that Clients implement appropriate safeguards, monitoring, and review mechanisms when deploying delegated AI capabilities, and that Clients regularly audit and validate the AI Agents' delegated agent actions.

12.1 Exclusion of Certain Liabilities

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

• Indirect, consequential, special, or punitive damages
• Loss of profits, revenue, business, or goodwill
• Loss of or corruption of data
• Business interruption or loss of opportunity

12.2 Cap on Liability

Our total liability to you for all claims arising out of or in connection with these Terms or the Services (whether in contract, tort, or otherwise) shall not exceed the total fees paid by you to us in the 12 months preceding the claim, or £10,000 (whichever is lower).

12.3 Exceptions

Nothing in these Terms excludes or limits our liability for:

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

12.4 Indemnification

You agree to indemnify and hold us harmless from any claims, damages, losses, or expenses (including legal fees) arising from your breach of these Terms, misuse of Services, or violation of any law or third-party rights.

12.5 Delegated AI Agent Actions and Liability Guardrails

Without limiting the generality of the foregoing indemnification obligations and the liability limitations set out in this Section 12, you specifically acknowledge and agree that:

• The Provider shall have no liability whatsoever for any claims, losses, damages, or expenses (whether direct, indirect, consequential, or otherwise) arising from or in connection with delegated agent actions, communications, or transactions executed by AI Agents on your behalf, including but not limited to:
  • Third-party claims for breach of contract, negligence, or other legal causes of action
  • Financial losses resulting from unauthorised transactions, incorrect payments, or financial decisions made by AI Agents
  • Reputational damage to you or third parties arising from communications or actions taken by AI Agents
  • Regulatory penalties or sanctions imposed as a result of AI Agent actions
  • Loss of business opportunities, customers, or commercial relationships
• You are solely responsible for all consequences, risks, and liabilities associated with enabling delegated or agentic AI capabilities, regardless of whether such consequences were foreseeable or could have been prevented
• The Provider's liability exclusions and limitations in this Section 12 apply with full force and effect to all delegated AI agent actions, even where such actions may have been recommended, suggested, or configured with the Provider's assistance

This clause is intended to provide clear allocation of risk for delegated AI agent operations and does not limit the Provider's liability for defects in the Services themselves (subject to the overall liability cap in Section 12.2).

16.1 Entire Agreement

These Terms, together with any Service Agreement and Privacy Policy, constitute the entire agreement between the parties and supersede all prior agreements, understandings, or representations (whether oral or written).

16.2 Amendments

We may modify these Terms from time to time. Material changes will be notified to you by email or through our website. Continued use of Services after changes constitutes acceptance of the modified Terms.

16.3 Severability

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

16.4 Waiver

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

16.5 Assignment

You may not assign or transfer these Terms without our prior written consent. We may assign or transfer these Terms to an affiliate or in connection with a merger, acquisition, or sale of assets.

16.6 Third-Party Rights

These Terms do not confer any rights on third parties. Only the parties to this Agreement may enforce its terms.

16.7 Notices

Notices under these Terms must be in writing and sent to the email address or registered address of the relevant party. Notices are deemed received when delivered (for email) or within 3 business days (for postal mail).