Terms of Business

1. About these Terms

1.1 These Terms of Business set out how XPLORATECH LIMITED provides its services to business customers. We are a private limited company registered in England and Wales, company number 14894117, with our registered office at C/O Aardvark Accounting, 1 Cedar Office Park, Cobham Road, Wimborne, BH21 7SB. Our VAT registration number is 448987618. In these Terms, "XPLORATECH", "we", "us" and "our" mean XPLORATECH LIMITED, and "you" and "your" mean the business named as the purchaser on an Order.

1.2 Each piece of work you commission from us is set out in its own Order. An Order states what you are buying, its price and how it is paid. These Terms apply to every Order. If an Order and these Terms conflict, the Order applies for that piece of work.

1.3 These Terms are versioned. Each Order is governed by the version of these Terms that you accepted with it. A later version does not change an Order already accepted.

1.4 Our first service is the Automation Audit, described in sections 5 to 10. Sections 11 and 12 explain how the Audit relates to any build you may later commission from us.

2. Business customers only

2.1 We provide our services to businesses and other organisations, including sole traders acting in the course of their business. We do not offer our services to consumers buying for personal purposes.

2.2 By accepting an Order you confirm that you are buying for business purposes.

3. Orders and how the contract is formed

3.1 You place an Order for an Automation Audit in the XPLORATECH customer portal. Before you accept, the portal shows you what you are buying, the scope, the price, the VAT and the total you will pay, that payment is made in full in advance, what you will receive, the expected timescale, the Audit credit, and these Terms, which you can open in full.

3.2 You confirm the legal name, billing address, country and billing email of the purchaser, and an optional purchase order or reference. We keep these details with the Order as you confirmed them.

3.3 To accept, the person signed in confirms that they are authorised to place the Order on behalf of the purchaser named, and agrees to the Order and these Terms. We record who accepted, for which purchaser, which version of these Terms and of the Order they accepted, and when.

3.4 The contract between us is formed, and becomes binding, when we receive your payment of the full price for an Order you have accepted. Until then, neither of us is bound and we do not start work.

3.5 Accepting the Order and paying for it are separate steps. A card payment page stays open for a limited time; if it closes before you pay, you can review and accept the Order again. If you pay by invoice and bank transfer, your acceptance stays open for 7 calendar days, unless we withdraw or replace the Order sooner. If you accept the Order more than once, the acceptance you pay for is the one that applies.

4. Price and payment

4.1 The price of your Automation Audit is the price stated in your Order, plus VAT at the rate in force when the VAT becomes due. Your Order shows the price, the VAT and the total you will pay before you accept it.

4.2 The full price is payable in advance. You can pay by card in the portal, on a secure payment page provided by our payment provider, Stripe; we never see your card details. If you prefer, you can pay by invoice and bank transfer instead: contact us and we will arrange it. Whichever way you pay, we issue you a VAT invoice.

4.3 Your Audit begins once we receive your payment. The portal then opens your Intake.

4.4 The price in an Order you have accepted does not change. If we change the standard price of the Automation Audit, Orders already accepted keep the price they state. A different price for your Audit applies only if you accept a new Order that states it.

5. The Automation Audit

5.1 The Automation Audit is a focused, professional assessment of up to three of your business processes that cause you the most pain, cost, time loss or other operational difficulty. It identifies where automation, including AI where it genuinely adds value, could improve them. It is not an audit of your whole business.

5.2 Your Audit includes:

• an Audit Intake in the portal, where you tell us about the areas of your business you would like us to consider and give us relevant information;
• one 60-minute Audit Call, with reasonable flexibility to overrun where genuinely needed;
• our analysis of up to three agreed business processes;
• an Automation Roadmap with our findings, recommendations, solution concepts, prioritisation and indicative XPLORATECH build pricing;
• evidence-based cost and value analysis where the information available supports it;
• your Roadmap in the portal and as a downloadable document;
• one 30-minute Audit Review to walk through the findings and discuss your next steps.

5.3 Agreeing the processes. In the Intake you can tell us about one or more areas of your business you would like us to consider. The Audit itself covers up to three processes: on the Audit Call we agree with you which processes, up to three, the Audit covers; we may refine, narrow, combine or substitute them with you. If one "process" is really a very large area of your operation, we may reasonably narrow the part we audit, with you. We do not owe analysis, findings or recommendations for other areas or processes you mention, although we may note them as possible future areas.

5.4 Solution concepts, not engineering. For each recommendation the Roadmap describes, at a solution-concept level, how the improved process could work: what triggers it, the information it uses, the automated steps, decisions, any AI capability and its purpose, where human judgement stays, the systems affected and the outcomes. It does not include build-ready technical specifications, workflow configuration, production prompts, credentials, data schemas or deployment design. Those belong to a build.

5.5 An honest assessment. For each audited process we may conclude that automation is recommended, that partial automation is recommended, that the underlying process should be improved first, that automation is premature or unnecessary, or that it is not recommended. "No automation recommended" is a valid recommendation. We never recommend automation to create build work.

5.6 Figures and evidence. Cost, value and payback figures are calculated from the evidence and assumptions available, and the Roadmap shows how each was established: known facts, figures you gave us, our calculations, assumptions, or values that cannot reliably be quantified. Where the evidence does not support a responsible figure, we say so rather than estimate one. These figures are not guarantees of outcome.

5.7 Follow-up questions. Reasonable follow-up questions and requests needed to complete the agreed scope are included, for example a missing figure, a screenshot, an example document or a clarification. Additional workshops, new processes, a material expansion of scope and unrelated consulting are not included; we can agree them separately.

5.8 Your colleagues. People from your business with day-to-day knowledge of the processes are welcome on the Audit Call and Audit Review at no extra charge.

6. How the Audit runs, and delivery

6.1 Intake. After payment you complete the Intake in the portal. Once you submit it, the portal lets you book your Audit Call.

6.2 Audit Call. The Audit Call takes place on Google Meet, hosted from our account. We normally record and transcribe it, as section 6.3 explains.

6.3 Recording. Recording and transcription help us capture accurately what you tell us. We tell you before the call that we intend to record it, and we say so again at the start of the call before the substantive conversation begins. You may ask us not to record. If you do, the Audit continues using notes we take during the call and a written account afterwards; this may mean we need to come back to you with more questions. Recordings and transcripts are working evidence for our analysis. They are not made available in the portal. Our Privacy Notice explains how we handle them and how long we keep them.

6.4 Analysis and timescale. We aim to complete your Roadmap within 5 working days after both the Audit Call has taken place and we have the information reasonably needed to complete the analysis. If information essential to a responsible conclusion is missing, we may pause the Audit and ask for it rather than produce a poor or invented conclusion. We tell you if anything is likely to affect the timescale.

6.5 Delivery. Your Audit is delivered when we release your Automation Roadmap to you through the portal. The Roadmap is also available as a downloadable document that you can keep, share within your business and give to another provider.

6.6 Audit Review. The Audit Review follows delivery and remains part of the service. We arrange it with you. If you do not attend or decide not to hold it, the Audit remains delivered.

6.7 Portal access. You can view your Roadmap in the portal for 12 months after we complete your Audit. After that we close your portal sign-in, unless a build with us is under way. Please download your Roadmap to keep it.

6.8 Our standard of work. We provide our services with reasonable skill and care and in line with your Order. We do not guarantee a particular business outcome, saving or return on investment.

6.9 Delays. Agreed dates matter to us. If a delay is within our control, we tell you promptly, take responsibility for it and agree a revised plan with you. If a delay comes from something we need from you (information, access, decisions or feedback), affected dates may move.

7. Your responsibilities

7.1 You will, as reasonably needed for the Audit:

• give us accurate information, and tell us if something you gave us turns out to be wrong;
• make the right people available for the Audit Call and for reasonable follow-up questions;
• respond to our questions and requests within a reasonable time;
• make sure you are entitled to share with us the information, documents and data you provide, and that sharing it is lawful;
• tell your colleagues who join a call, before it, that we normally record and transcribe the Audit Call.

7.2 Please share only the personal data we need to understand your processes. Where examples include information about your customers, staff or other people, a representative sample or a redacted copy is usually enough.

8. Indicative build pricing

8.1 The Roadmap includes indicative XPLORATECH build pricing for the solutions we recommend. It is our best commercially useful estimate on the evidence available: a range where uncertainty is material, a tighter figure where we are more confident, with the important assumptions and unknowns shown.

8.2 Indicative pricing is not a quotation or an offer and does not bind either of us. The scope and price of any build are agreed only in a separate Build Order.

9. Changes, rescheduling, cancellation and refunds

9.1 Changes to scope. Material changes to the agreed scope, price or delivery need both of us to agree. We will not do materially additional chargeable work and then surprise you with an invoice. Work genuinely needed to deliver what we already agreed is our responsibility and is not a chargeable change.

9.2 Rescheduling. If you need to move your Audit Call or Audit Review, contact us. We are reasonably flexible about this.

9.3 Cancelling. To cancel your Audit, email hello@xploratech.ai.

9.4 Before we start substantive work on your Audit, you can cancel and we refund what you paid, in full.

9.5 Substantive work. Substantive work may begin before your Audit Call, for example when we start reviewing and preparing from your Intake. It does not begin just because we look at your Intake or handle administration. When we start substantive work, we tell you in writing. From then on, if you cancel, we may keep a reasonable proportion of the Audit fee reflecting the work we have actually completed, and we refund the balance.

9.6 After delivery. Once your Audit is delivered (section 6.5), we do not normally give a refund just because you decide not to commission a build.

9.7 If we cannot provide your Audit. If we cannot provide all or part of the Audit you paid for, we refund you appropriately for the part we have not delivered.

9.8 How refunds are paid. Where reasonably possible, we return a refund the way you paid. We start the refund within 5 business days of agreeing your cancellation. If that is not practicable for a bank transfer, we pay it into an account belonging to you that we have verified.

10. The Audit credit

10.1 There is no obligation to commission any further work from XPLORATECH. Your Automation Roadmap is yours to keep and use whether or not you choose us for a build.

10.2 If you commission your first build with XPLORATECH following your Audit, we put the net Audit fee we received and kept, excluding VAT, towards it.

10.3 The credit:

• applies once, to your first build with us after the Audit;
• does not require the build to come from a particular recommendation in the Roadmap;
• does not expire;
• has no cash value and cannot be exchanged for money;
• cannot be transferred to another business.

10.4 If we refund the Audit fee in full, no credit remains. If we refund part of it, the credit is the part we kept.

11. Builds

11.1 If you decide to commission a build, its scope, price or pricing basis, payment schedule, assumptions and any acceptance arrangements are set out in a separate Build Order, under these Terms.

11.2 Buying a build does not buy ongoing monitoring, maintenance or support. Those are separate services, agreed separately if you want them.

12. Intellectual property

12.1 Your Audit outputs. Once you have paid for your Audit, you may keep, use within your business and act on its customer-specific outputs, including the Automation Roadmap, whether or not you commission us to implement anything, and including if you choose another provider.

12.2 What we keep. We keep ownership of our methodology, frameworks, templates, analysis techniques, scoring approaches, models, tools, know-how and other material we brought or that is generally reusable. Buying an Audit does not transfer ownership of these.

12.3 Builds. Once paid for, you own the deliverables created specifically for you under a Build Order. Where our retained material is part of a solution we deliver, you receive the rights you need to use, operate, maintain and modify that solution without depending on us.

12.4 Your data. Information and data you give us remain yours.

12.5 We may use the general knowledge and experience we gain, provided we do not disclose or misuse your confidential information.

13. Confidentiality

13.1 Each of us will keep the other's confidential information confidential, use it only for the purposes of the Order, and protect it with appropriate safeguards. This continues after the Order ends, for as long as the information remains confidential.

13.2 Either of us may share confidential information with our own staff and providers who need it for the Order and are bound by confidentiality, and where the law requires.

13.3 We do not use your confidential information to train general-purpose AI models or products, or for other customers, without your explicit agreement.

14. AI and technology providers

14.1 We use carefully selected technology providers to deliver our services, subject to appropriate confidentiality, security and data protection safeguards.

14.2 If we use AI or other technology to assist our work, we remain responsible for our professional judgement and for the services we deliver. Our Privacy Notice explains how we process personal data in delivering our services.

15. Data protection

15.1 Each of us will comply with the data protection law that applies to it, including the UK GDPR and the Data Protection Act 2018.

15.2 We are the controller of the personal data we use to run our relationship with you and the people we deal with at your business: contact details, portal accounts, Orders, payments, bookings, correspondence and our record of the Audit Call. Our Privacy Notice explains this.

15.3 Where we process personal data on your behalf while delivering your Audit (for example information about your customers or staff contained in documents and examples you share), we do so as your processor under the XPLORATECH Data Processing Schedule, which forms part of these Terms.

16. Publicity

We will not name you publicly, use your logo, publish a testimonial or an identifiable case study, or disclose your project information without your explicit permission.

17. Third-party services

Our work and the solutions we recommend may depend on cloud platforms, software services, APIs, AI providers and other vendors. We do not control their availability, pricing, product changes or terms. We remain responsible for our own engineering choices and for the services we agreed to provide.

18. Liability

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

18.2 Subject to section 18.1, our total liability to you arising out of or in connection with an Order, whether in contract, tort (including negligence), breach of statutory duty or otherwise, is limited to the total fees you have paid under that Order.

19. Ending an Order

19.1 Either of us may end an Order by written notice if the other materially breaches these Terms or the Order and does not put the breach right within a reasonable time after written notice of it.

19.2 Ending an Order does not affect: payments already due; rights you already have in outputs you have paid for; your access to your own data and deliverables as these Terms describe; and sections 12, 13, 15 and 18, which continue.

20. Changes to these Terms

We may publish new versions of these Terms. A new version applies only to Orders accepted under it. Each version is published at its own address so you can always read the version you accepted.

21. Notices

Notices under these Terms are given by email: to us at hello@xploratech.ai, and to you at the billing email on the Order or the email address of the person who accepted it.

22. General

22.1 The Order and these Terms are the whole agreement between us for that Order.

22.2 Neither of us may transfer an Order to someone else without the other's written agreement.

22.3 If any part of these Terms is found to be unenforceable, the rest continues to apply.

22.4 Nobody other than you and us has any right to enforce these Terms.

23. Governing law

These Terms, each Order and any dispute or claim arising out of or in connection with them, including non-contractual disputes, are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.