1. About these terms
These B2B Service Terms and Conditions ("Service Terms") apply where a business ("Client", "you", "your") engages Moai Systems Ltd ("we", "us", "our") to provide AI automation and workflow systems, together with related discovery, implementation, and support services ("Services").
These Service Terms are intended for business customers only. If you are acting as a consumer, you must not rely on these terms and should contact us for appropriate terms.
2. Company details
Moai Systems Ltd
Registered in: England and Wales
Company number: 16421771
Registered office: Unit 4b, The Willows Ransom Wood Business Park, Southwell Road West, Mansfield, United Kingdom, NG21 0HJ
Email: mo@moaisystems.com
3. Order of precedence (what documents form the contract)
The contract between you and us is formed by:
- a) a written proposal/quote or statement of work ("SOW") accepted by the Client (including email acceptance); and
- b) these Service Terms; and
- c) any schedules or written variations agreed by both parties.
If there is a conflict, the SOW/proposal takes priority over these Service Terms to the extent of the conflict.
4. Scope of Services
4.1 We will provide the Services described in the SOW.
4.2 Any timelines are estimates unless explicitly stated as guaranteed in writing.
4.3 The Services do not include legal, regulatory, clinical, or financial advice unless explicitly agreed in writing. You remain responsible for your final decisions and compliance obligations.
5. Client responsibilities
You agree to:
- provide timely access to information, staff, systems, and premises as reasonably required;
- ensure the accuracy of information you provide;
- nominate a point of contact with authority to make decisions;
- ensure your staff follow reasonable instructions necessary for delivery.
Delays caused by failure to meet these responsibilities may result in revised timelines and/or additional fees.
6. Fees and payment
6.1 Fees are as set out in the SOW (fixed, day-rate, retainer, or other).
6.2 Unless otherwise stated in the SOW, invoices are payable within 14 days of invoice date.
6.3 We may charge statutory interest and reasonable recovery costs on overdue sums.
6.4 Where Services are paused at the Client's request, we may invoice for work completed and reasonable committed costs.
7. Expenses
Unless stated otherwise, reasonable pre-approved out-of-pocket expenses (e.g., travel, temporary accommodation) are payable by the Client at cost.
8. Change control
If the Client requests changes to scope, deliverables, or timelines, we will agree a change in writing (including any fee/timeline impact) before proceeding.
9. Intellectual property (IP) and deliverables
9.1 Pre-existing IP: Each party retains ownership of IP they owned prior to the engagement.
9.2 Client materials: You grant us a licence to use your materials and data solely to provide the Services to you.
9.3 Deliverables: Subject to full payment of fees, we grant you a non-exclusive, non-transferable licence to use the deliverables we provide for your internal business purposes.
9.4 Re-usable know-how: We retain ownership of our general know-how, methodologies, frameworks, templates, and non-client-specific materials developed or used in providing the Services.
10. Confidentiality
Each party will keep the other's confidential information confidential and use it only for performing obligations under the contract. Confidential information does not include information that is public (other than via breach), already known, or independently developed.
11. Data protection
11.1 Each party will comply with applicable data protection law.
11.2 In most cases we act as an independent controller for our own business communications. Where we process personal data on your instructions as a processor, we will agree appropriate written terms (e.g., a data processing addendum) if required.
11.3 We handle enquiries and communications in line with our Privacy Policy.
12. Warranties and disclaimers
12.1 We warrant that we will provide the Services with reasonable care and skill.
12.2 Except as expressly stated in these Service Terms or the SOW, all warranties and conditions are excluded to the maximum extent permitted by law.
13. Limitation of liability
13.1 Nothing in these Service Terms limits or excludes liability for:
- death or personal injury caused by negligence;
- fraud or fraudulent misrepresentation; or
- any liability that cannot be limited or excluded by law.
13.2 Subject to clause 13.1, our total aggregate liability to the Client arising out of or in connection with the Services (whether in contract, tort, negligence, breach of statutory duty, or otherwise) will not exceed 100% of the total fees paid or payable under the relevant SOW.
13.3 Subject to clause 13.1, we are not liable for:
- indirect or consequential loss;
- loss of profit, revenue, business, goodwill, or anticipated savings; or
- loss arising from third-party systems or services outside our reasonable control.
13.4 The parties agree that the limitations and exclusions in this clause are reasonable, taking into account the nature of the Services, the fees, and the availability of insurance.
14. Insurance
We will maintain appropriate insurance as reasonably required for our business (e.g., professional indemnity), and will provide evidence on request.
15. Termination
15.1 Either party may terminate the contract immediately by written notice if the other party commits a material breach and (if remediable) fails to remedy within 14 days of notice.
15.2 Either party may terminate immediately if the other becomes insolvent or ceases business.
15.3 The Client may terminate for convenience only if the SOW expressly allows it, and subject to payment for work completed and committed costs.
16. Consequences of termination
On termination:
- the Client will pay all undisputed fees for Services delivered up to termination and reasonable committed costs;
- each party will return or delete the other's confidential information upon request (subject to legal retention requirements);
- clauses intended to survive termination (e.g., confidentiality, IP, liability) remain in force.
17. Force majeure
Neither party is liable for delay or failure to perform due to events beyond reasonable control (e.g., outages, acts of God, government actions), provided the affected party notifies the other and resumes performance as soon as practical.
18. Subcontracting
We may use suitably qualified subcontractors to deliver parts of the Services, remaining responsible for their work.
19. Notices
Notices must be in writing and sent to the email address specified in the SOW (or, if none, to mo@moaisystems.com and the Client's primary contact email). Notices are deemed received when sent, unless a delivery failure notice is received.
20. Entire agreement
The contract (SOW plus these Service Terms) constitutes the entire agreement and supersedes prior discussions. Any variation must be agreed in writing.
21. Governing law and jurisdiction
These Service Terms are governed by the laws of England and Wales. The courts of England and Wales will have exclusive jurisdiction.