Terms of Service

1. Acceptance of Terms

By engaging Upskayl's services, accessing our systems, or executing any service agreement, you ("Client," "you," or "your") agree to be bound by these Terms of Service ("Terms"). If you do not agree to these Terms, you may not use our services.

Upskayl operates as a branch under Aice Limited, providing digital growth and automation services globally through centralized remote delivery systems.

2. Definitions

"Services" means all digital growth and automation services provided by Upskayl, including but not limited to website design and development, AI conversation assistants, AI voice call agents, workflow automation, and GoHighLevel (GHL) setup and configuration.

"Deliverables" means the specific work products, systems, configurations, or solutions created or implemented for Client as outlined in the applicable service agreement or project scope.

"Subscription Services" means ongoing monthly services including maintenance, support, optimization, and continued access to implemented systems.

"Project" means a defined scope of work with specific deliverables and timelines as agreed between Upskayl and Client.

3. Services Description

3.1 Service Offerings

Upskayl provides the following core services:

• Website Design & Development: Custom, responsive websites optimized for conversions and search engine visibility.
• AI Conversation Assistants: 24/7 intelligent assistants for visitor engagement, lead qualification, and data collection.
• AI Voice Call Agents: Automated voice systems for inbound/outbound calls, appointment scheduling, and customer support.
• Workflow Automation: Automated processes for follow-ups, onboarding, sales, and task management.
• GoHighLevel (GHL) Setup & Automation: Implementation of centralized CRM, funnel building, and automation platform.

3.2 Service Delivery Timelines

Standard delivery timelines from confirmed brief and assets:

• Website Design & Development: 1–2 weeks
• AI Conversation Assistant: 5–10 days
• CRM Setup & Workflow Automation (GHL): 2–3 weeks
• AI Voice Agent: 7–15 days including testing
• Custom/Enterprise Solutions: Timeline estimated individually based on scope

3.3 Service Level Commitments

• Critical fixes addressed within 1–2 business days
• Urgent GHL/AI outages have same-day response commitment
• Ongoing optimization and support included with active subscriptions
• All deliverables guaranteed to function as agreed upon in project scope

4. Payment Terms

4.1 Payment Structure

• One-time Projects: 50% upfront, 50% on completion before launch/transfer.
• Subscription Services: Billed monthly in advance.
• Custom/Enterprise Projects: Milestone-based payment schedules as agreed per contract.
• Payment Plans: Available for enterprise/custom bundles over £1,000, typically split into 2–4 installments.

4.2 Late Payments

A 7-day grace period applies to all invoices. After this period, a late fee of 5% of the invoice total may apply monthly until payment is cleared.

4.3 Refunds and Cancellations

• Monthly subscriptions may be canceled with 30 days' written notice.
• Setup fees and work already completed are non-refundable.
• Upon cancellation, services will continue until the end of the current billing period.

4.4 Disputes

Written notice of payment disputes must be provided within 7 days of invoice date. Upskayl will make all reasonable efforts to resolve disputes amicably before escalation.

5. Scope Changes and Modifications

5.1 Scope Management

Any requests outside the agreed project scope will be:

• Documented in writing
• Quoted separately with timeline estimates
• Scheduled for approval before work begins
• Subject to additional fees and timeline adjustments

5.2 Change Request Process

Clients must submit change requests using Upskayl's standard change request forms. Work on scope changes will not commence until written approval and payment terms are agreed.

6. Intellectual Property

6.1 Ownership of Deliverables

Upon receipt of full payment, Client owns all custom websites, code, AI flows, and automation configurations created specifically for Client by Upskayl.

6.2 Third-Party Licenses

Licenses for third-party platforms and services (including but not limited to GoHighLevel, AI engines, Twilio, OpenAI APIs) remain subject to their respective terms of service.

6.3 Upskayl Proprietary Methods

Upskayl retains all rights to its proprietary methodologies, templates, frameworks, and general know-how used in service delivery.

6.4 Portfolio Rights

Upskayl may showcase anonymized or publicly visible work for marketing and portfolio purposes unless specifically prohibited in writing by Client.

7. Client Responsibilities

7.1 Required Client Provisions

Client must provide:

• Timely access to necessary systems (domains, hosting, CRMs)
• Required content, branding materials, and approvals for project milestones
• Feedback within agreed turnaround times (typically 2–3 business days)
• Cooperation and availability for consultations, training, and testing

7.2 Response Times

Delays in Client responses may result in adjusted project delivery dates. Upskayl will communicate any timeline impacts promptly.

7.3 Prohibited Activities

Client is prohibited from:

• Reverse engineering or reselling Upskayl's proprietary configurations
• Using AI agents for unethical, unlawful, or spam activities
• Making unauthorized modifications that break system functionality
• Violating any third-party platform terms of service

8. System Access and Security

8.1 Administrative Access

Upskayl retains admin-level access to Client systems during service delivery and while subscriptions are active for maintenance, support, and optimization purposes.

8.2 Access Termination

Upon service termination, Upskayl will either revoke access or transfer administrative credentials to Client as requested.

8.3 Security Measures

Upskayl implements industry-standard security measures to protect Client systems and data. However, Client acknowledges that no system is completely secure.

9. Data Protection and Privacy

9.1 Data Handling

• Client data is stored securely and used solely for service delivery.
• Data is never shared with third parties without explicit Client consent.
• Upskayl complies with applicable data protection regulations.

9.2 Data Export and Deletion

Upon termination, Upskayl will:

• Provide Client with an export of their data upon request.
• Delete Client data from Upskayl systems within 30 days after termination.
• Maintain data backups only as required for legal compliance.

10. AI Systems and Technology Risks

10.1 AI System Limitations

Client acknowledges that:

• AI responses are probabilistic and may require human oversight for sensitive tasks.
• Voice agents may misinterpret unclear audio or accents.
• AI assistants may occasionally provide unexpected responses.
• Systems require ongoing monitoring and refinement.

10.2 Testing and Quality Assurance

Upskayl tests all AI deployments before launch and provides ongoing monitoring, but Client is responsible for implementing appropriate human oversight for business-critical interactions.

11. Warranties and Disclaimers

11.1 Service Warranties

Upskayl warrants that:

• Services will be performed in a professional manner.
• Deliverables will function as specified in the agreed scope.
• Work will be free from material defects for 30 days after delivery.

11.2 Disclaimer

EXCEPT AS EXPRESSLY SET FORTH HEREIN, UPSKAYL MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

12. Limitation of Liability

12.1 Liability Limits

TO THE MAXIMUM EXTENT PERMITTED BY LAW, UPSKAYL'S TOTAL LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY CLIENT TO UPSKAYL IN THE 12 MONTHS PRECEDING THE CLAIM.

12.2 Excluded Damages

UPSKAYL SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, BUSINESS INTERRUPTION, OR LOSS OF DATA, REGARDLESS OF THE THEORY OF LIABILITY.

12.3 Third-Party Platform Outages

Upskayl is not liable for service interruptions caused by third-party platform outages, API changes, or service modifications beyond Upskayl's control.

13. Termination

13.1 Termination by Client

Client may terminate subscription services with 30 days' written notice. Project-based services continue until completion unless terminated for cause.

13.2 Termination by Upskayl

Upskayl may terminate services immediately upon:

• Material breach of these Terms by Client
• Non-payment after the grace period and notice
• Client's violation of third-party platform terms

13.3 Effect of Termination

Upon termination:

• All unpaid fees become immediately due.
• Client access to Upskayl systems and support ends.
• Data export and deletion procedures are initiated.
• Intellectual property transfers as specified in Section 6.

14. Dispute Resolution

14.1 Informal Resolution

The parties agree to attempt informal resolution of disputes through good faith negotiation before pursuing formal legal action.

15. General Provisions

15.1 Entire Agreement

These Terms, together with any executed service agreements, constitute the entire agreement between the parties and supersede all prior or contemporaneous communications.

15.2 Modifications

Upskayl may modify these Terms by providing 30 days' notice. Continued use of services after the effective date constitutes acceptance of modified Terms.

15.3 Severability

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

15.4 Force Majeure

Neither party shall be liable for delays or failures in performance resulting from acts beyond their reasonable control.

15.5 Independent Contractors

The parties are independent contractors. These Terms do not create a partnership, joint venture, or employment relationship.

16. Contact Information

For questions regarding these Terms or to provide required notices:

Upskayl
Branch of Aice Limited
Manchester, United Kingdom
Email: info@UpSkayl.com
Phone: +44 7903 166744

By engaging Upskayl's services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.