Terms and Conditions

Last updated: 29 October 2025

Please read these Terms and Conditions carefully before using our services or Website.

1. Definitions and Interpretation

1.1 Definitions

In these Terms and Conditions:

  • “Aandai” means the trading name of Slinkytronic Limited
  • “Client” or “You” means the individual or company engaging our services
  • “Services” means automation and AI consultancy services, including workflow design, implementation, and related advisory services
  • “Website” means aandai.com
  • “We”, “Us”, “Our” means Slinkytronic Limited (Company Number 09240166), trading as Aandai, registered at Willow Cottage, Ashmoor Drove, Wells, BA5 1NS, United Kingdom
  • “Project” means a specific engagement for Services as detailed in a Statement of Work or similar agreement
  • “Deliverables” means the documentation, reports, and operational workflows agreed in the Project scope
  • “Confidential Information” means any non-public information disclosed by either party

1.2 Interpretation

References to “including” mean “including without limitation”. Headings are for convenience only and do not affect interpretation.

2. Agreement to Terms

2.1 Acceptance

By engaging our Services or using our Website, you agree to be bound by these Terms and Conditions. If you do not agree, please do not use our Services or Website.

2.2 Variations

We may modify these Terms from time to time. Material changes will be notified to active Clients. Continued use after changes constitutes acceptance.

2.3 Additional Terms

Specific Projects may be subject to additional terms set out in Statements of Work, proposals, or engagement letters, which take precedence over these general Terms in case of conflict.

3. Services

3.1 Service Description

We provide automation and AI consultancy services for B2B businesses, including:

  • Strategy and planning for marketing and sales automation
  • Workflow design and implementation using third-party platforms
  • Integration with CRM, marketing, and sales tools
  • AI implementation and optimisation
  • Training and documentation

3.2 Project Basis

Services are provided on a project-by-project basis. Each Project will have:

  • Defined scope and deliverables
  • Estimated timeline
  • Fixed or estimated fee
  • Payment terms

3.3 Client Responsibilities

You agree to:

  • Provide timely access to necessary systems, data, and personnel
  • Provide accurate information and feedback
  • Ensure you have necessary rights and consents for data we process
  • Maintain licences for third-party platforms used in your workflows
  • Review and test Deliverables within agreed timeframes

3.4 Third-Party Platforms

Our Services use third-party platforms (e.g., n8n, Clay, CRM systems). You are responsible for:

  • Obtaining and maintaining necessary licences and subscriptions
  • Compliance with platform terms of service
  • Platform availability and functionality

We are not liable for third-party platform failures, changes, or discontinuation.

4. Fees and Payment

4.1 Fees

Fees for Services will be agreed in writing before work commences. Fees are exclusive of VAT, which will be added where applicable.

4.2 Payment Terms

Unless otherwise agreed in writing, payment is due within 15 days of invoice date (Net 15).

4.3 Late Payment

Late payments may incur interest at 4% above the Bank of England base rate, calculated daily, plus a fixed fee of £40 for debt recovery costs, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.

4.4 Disputed Invoices

If you dispute an invoice, you must notify us in writing within 7 days, stating the grounds for dispute. Undisputed amounts remain due.

4.5 Expenses

Reasonable expenses incurred in delivering Services (e.g., third-party software licences purchased on your behalf) will be invoiced separately with supporting documentation.

5. Intellectual Property

5.1 Pre-Existing IP

Each party retains ownership of intellectual property they owned before the Project. This includes:

  • Our methodologies, frameworks, and technical know-how
  • Your pre-existing content, data, and materials

5.2 Workflow and Implementation Ownership

We retain ownership of:

  • Technical workflow implementations and configurations
  • Code, scripts, and technical integrations
  • Templates and frameworks developed for your Project

5.3 Client Rights

You receive:

  • A perpetual, non-exclusive licence to use the workflows and automations we build for your business purposes
  • Comprehensive documentation describing how your workflows function
  • The right to modify your data and content within the workflows

You do NOT receive:

  • Ownership of the technical implementations
  • The right to export, resell, or transfer workflow configurations
  • Source code or technical specifications (unless explicitly agreed in writing)

5.4 Documentation

Documentation provided includes process descriptions, user guides, and operational procedures sufficient for you to understand and use the workflows effectively.

5.5 Client Data

You retain all rights to your data. We claim no ownership over data processed through workflows we build. Upon request after Project completion, we will delete your data from our systems (subject to legal retention requirements).

5.6 Residual Knowledge

We may use general knowledge, skills, and experience gained from Projects in our future work, provided we do not disclose your Confidential Information.

6. Confidentiality

6.1 Obligations

Each party agrees to:

  • Keep confidential all Confidential Information received from the other party
  • Use Confidential Information only for purposes of the Project
  • Not disclose Confidential Information to third parties without consent (except to employees/contractors who need to know)
  • Protect Confidential Information with at least the same care as their own confidential information

6.2 Exceptions

Confidentiality obligations do not apply to information that:

  • Is or becomes publicly available through no breach of this agreement
  • Was already known to the receiving party
  • Is independently developed without reference to Confidential Information
  • Must be disclosed by law or court order (with notice where possible)

6.3 Duration

Confidentiality obligations survive termination of the agreement and continue for 3 years.

7. Term and Termination

7.1 Project Duration

Each Project continues until completion of agreed Deliverables or earlier termination.

7.2 Termination for Convenience

Either party may terminate a Project by giving 14 days’ written notice. Upon such termination:

  • You must pay for all work completed to date
  • You must pay for work in progress on a pro-rata basis
  • We will provide documentation for work completed to date

7.3 Termination for Breach

Either party may terminate immediately if the other:

  • Commits a material breach and fails to remedy within 14 days of written notice
  • Becomes insolvent or enters administration/liquidation
  • Ceases to carry on business

7.4 Consequences of Termination

Upon termination:

  • All unpaid fees become immediately due
  • We may cease work and access to your systems
  • Licences granted under Section 5.3 survive for completed work (subject to payment)
  • Confidentiality and limitation of liability clauses survive

7.5 No Termination Fee

There is no termination fee for cancellation under Section 7.2, provided payment is made for work completed/in progress.

8. Warranties and Representations

8.1 Our Warranties

We warrant that:

  • Services will be performed with reasonable skill and care
  • We have the right to provide the Services
  • Services will comply with applicable UK laws

8.2 Your Warranties

You warrant that:

  • You have authority to engage us
  • You own or have rights to provide any data/content to us
  • Use of your materials will not infringe third-party rights
  • You will comply with data protection and other applicable laws

8.3 No Other Warranties

Except as expressly stated, we provide Services “as is” without warranties of any kind, express or implied, including warranties of merchantability, fitness for a particular purpose, or non-infringement.

We do not warrant that:

  • Services will be uninterrupted or error-free
  • Workflows will achieve specific business results
  • Third-party platforms will remain available or functional

9. Limitation of Liability

9.1 Excluded Losses

To the maximum extent permitted by law, we are not liable for:

  • Loss of profits, revenue, or business opportunities
  • Loss of anticipated savings or business
  • Loss of data (beyond reasonable efforts to restore)
  • Indirect or consequential losses
  • Third-party claims arising from your use of Services

9.2 Liability Cap

Our total aggregate liability for all claims arising from a Project, whether in contract, tort (including negligence), or otherwise, shall not exceed the fees paid by you for that specific Project.

9.3 Exceptions

Nothing in these Terms limits or excludes liability for:

  • Death or personal injury caused by negligence
  • Fraud or fraudulent misrepresentation
  • Breach of obligations under data protection law
  • Any other liability that cannot be limited or excluded by law

9.4 Professional Indemnity Insurance

We maintain professional indemnity insurance appropriate to our business.

9.5 Mitigation

You must take reasonable steps to mitigate any losses suffered.

10. Data Protection

10.1 Roles

Where we process personal data on your behalf, you are the data controller and we are the data processor. We will process personal data only in accordance with your written instructions.

10.2 Your Obligations

You warrant that:

  • You have appropriate lawful basis to process personal data
  • You have provided necessary privacy notices to data subjects
  • Processing instructions comply with data protection laws

10.3 Our Obligations

We will:

  • Process personal data only as instructed
  • Implement appropriate technical and organisational security measures
  • Assist with data subject requests where reasonably possible
  • Notify you of any data breaches without undue delay

10.4 Sub-Processors

We may use third-party platforms (sub-processors) to deliver Services. You authorise use of sub-processors listed on our Website or notified to you.

10.5 Data Protection Agreement

For Projects involving significant personal data processing, we will enter into a Data Processing Agreement with terms compliant with UK GDPR.

11. Indemnity

11.1 Client Indemnity

You agree to indemnify us against claims, losses, and expenses arising from:

  • Your breach of these Terms
  • Your misuse of Services or workflows
  • Infringement of third-party rights by your materials/data
  • Your violation of data protection or other laws

11.2 Our Indemnity

We agree to indemnify you against third-party claims that our Services infringe UK intellectual property rights, provided you:

  • Notify us promptly of the claim
  • Give us control of the defence
  • Provide reasonable assistance

12. Force Majeure

Neither party is liable for failure to perform obligations due to circumstances beyond reasonable control, including natural disasters, war, pandemic, government action, telecommunication failures, or third-party platform failures. Obligations are suspended during such events.

13. General Provisions

13.1 Entire Agreement

These Terms, together with any Statement of Work or engagement letter, constitute the entire agreement between the parties and supersede all prior agreements or representations.

13.2 Assignment

You may not assign or transfer your rights without our prior written consent. We may assign our rights to an affiliate or successor in business.

13.3 No Partnership

Nothing in these Terms creates a partnership, agency, or employment relationship.

13.4 Severability

If any provision is held invalid or unenforceable, it shall be severed and the remaining provisions shall continue in full force.

13.5 Waiver

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

13.6 Third Party Rights

No third party has rights under the Contracts (Rights of Third Parties) Act 1999 to enforce these Terms.

13.7 Notices

Notices must be in writing and delivered by email or post to the addresses set out in the engagement letter or these Terms. Notices are deemed received:

  • If by email: when sent (during business hours) or next business day
  • If by post: 2 business days after posting (UK) or 7 days (international)

14. Governing Law and Jurisdiction

14.1 Governing Law

These Terms are governed by the laws of England and Wales.

14.2 Jurisdiction

The courts of England and Wales have exclusive jurisdiction over disputes arising from these Terms, except that we may bring proceedings in your local jurisdiction to recover unpaid fees.

14.3 Dispute Resolution

Before commencing court proceedings, parties agree to attempt resolution through good faith negotiations for 14 days.

15. Website Terms

15.1 Website Licence

You may access and use the Website for informational purposes only. You may not:

  • Copy, modify, or distribute Website content without permission
  • Use the Website for unlawful purposes
  • Attempt to gain unauthorised access to the Website or related systems
  • Transmit viruses or malicious code

The Website may contain links to third-party websites (e.g., LinkedIn, Calendly). We have no control over and assume no responsibility for third-party content or practices. You should review their terms and privacy policies.

15.3 Website Availability

We do not guarantee the Website will be available uninterrupted or error-free. We may suspend or withdraw the Website without notice.

15.4 Content Accuracy

While we endeavour to keep Website content accurate and up-to-date, we make no warranties about completeness, reliability, or accuracy of information.

16. Contact Information

For questions about these Terms and Conditions:

Slinkytronic Limited (trading as Aandai)
Willow Cottage, Ashmoor Drove, Wells, BA5 1NS, United Kingdom
Email: marc [at] aandai.com
Company Number: 09240166
VAT Number: GB233433337

By engaging our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions.