Business Terms and Conditions

1. Parties and business use

1.1 These Business Terms and Conditions (the Terms) are between Haydon Turner-White, trading as Revamp Automation, of 70 Poynder Road, Corsham, SN13 9LZ (Revamp Automation, we, us or our) and the business identified in the relevant order form, proposal, quotation, checkout, invoice or account (Customer, you or your).

1.2 You confirm that you are obtaining the Services wholly or mainly for the purposes of your trade, business, craft or profession, and that the person accepting the Agreement has authority to bind the Customer.

1.3 We do not knowingly contract with consumers. If, despite clause 1.2, you are an individual acting wholly or mainly outside your trade, business, craft or profession, nothing in the Agreement affects your statutory rights as a consumer, and any term the law does not permit to apply to a consumer contract will not apply to you.

2. The agreement and definitions

2.1 The Agreement consists of these Terms, the applicable order form, the Membership Schedule where you take a membership, any accepted quotation or proposal, any service-specific schedule, and our Data Processing Agreement where we process personal data on your behalf (together, the Agreement).

2.2 The Agreement takes effect when you accept it in writing or online, pay an invoice or subscription after receiving it, create an account through a process that links to it, or otherwise ask us to begin the Services after it has been provided to you.

2.3 Before the Agreement is formed, we will bring these Terms to your attention, and in particular clauses 4 (membership), 7.1 (credits), 10 (AI-generated output), 11 (fees and refunds), 14 (intellectual property), 19 (ending the agreement) and 20 (liability). We will do this by a link and an acceptance tick box at checkout, and by a link on every quotation, proposal, order form and invoice.

2.4 If documents conflict, the following order applies: the Data Processing Agreement for personal-data processing issues; a document expressly stated to amend these Terms and signed or accepted by both parties; the applicable order form or accepted quotation; any service schedule, including the Membership Schedule; and then these Terms.

2.5 In the Agreement:

• Contract Year means the 12-month period starting on the date the Agreement first takes effect, and each following 12-month period.
• Customer Data means all data, including personal data, that you, your users, staff or end customers supply to the Services, or that the Services collect, generate or process on your behalf. It includes voice recordings, transcripts, messages, job, customer and pricing records, and data held in connected third-party accounts.
• Customer Materials has the meaning given in clause 14.1.
• Customer-Held Deliverables means deliverables built, configured or stored within accounts that you own or control, such as automations in your own Zapier, ServiceM8 or GoHighLevel account.
• Hosted Services means Services, scripts, connectors and tools that run on infrastructure we operate or control, including QuickQuote.
• Membership Schedule means the description of the systems, services, support and maintenance included in each membership plan, attached to or linked from your order form.
• Revamp Materials has the meaning given in clause 14.2.
• Working day has the meaning given in clause 12.2.

3. Our Services

3.1 We design, configure, provide, support and maintain business automations, integrations, AI tools and related software services, including QuickQuote (the Services). The particular Services we will provide are those expressly identified in the applicable plan, order form, quotation or proposal.

3.2 We will provide the Services with reasonable care and skill. Unless expressly agreed otherwise, dates and completion estimates are estimates only and time is not of the essence.

3.3 The Services do not include general IT support, management of your entire technology estate, work outside the agreed scope, or third-party subscriptions, licences, usage charges or transaction fees.

4. Revamp membership

4.1 The standard Revamp membership fee is £47 per month, unless a different price is stated in your order form or agreed in writing. Membership includes only the systems, services, support and maintenance described for your plan in the Membership Schedule or your order form.

4.2 Membership is a recurring service and is not a retainer or bank of development time. It does not include any guaranteed number, value or hours of alterations, automation or development work. Unused requests, support or discretionary work do not accrue, roll over or create a credit.

4.3 Maintenance. Maintenance means reasonable efforts to diagnose and correct faults in covered automations so that they continue to perform substantially as originally agreed. It does not include enhancements, new functionality, a change to your requirements, correction of Customer Data, or redevelopment required because a third-party platform, API, subscription, permission or configuration has changed.

4.4 Fair and reasonable use. Membership support is subject to fair and reasonable use, our available capacity and the support process in clause 12. We may prioritise incidents according to their impact and urgency. Membership does not provide dedicated staff, continuous monitoring, guaranteed resolution times or out-of-hours support unless expressly agreed.

5. Additional alterations and custom development

5.2 Work requiring, in our reasonable opinion, research, discovery, scoping, planning, bespoke design or configuration, development, testing, deployment, significant modification, a new integration or automation, or additional third-party costs is Additional Work and is not included within the monthly membership.

5.3 We will explain the proposed Additional Work and any additional charges before starting. Additional Work will only begin after you have accepted the scope and price in writing and paid any deposit requested.

6. Projects and change control

6.1 The scope, assumptions, dependencies, deliverables, fees and any target dates for a bespoke project will be set out in the applicable quotation, proposal or order form. The quotation will also state which deliverables are Customer-Held Deliverables and which are provided as Hosted Services.

6.2 A request to alter the agreed scope, including a request made after work has begun, is a change request. We may provide a revised price, timetable and assumptions before carrying it out. We are not required to begin a change request until it has been accepted in writing and any requested payment has been made.

6.3 You must review deliverables promptly and provide the access, information, decisions, content and testing reasonably needed. Any date will be extended to reflect Customer delay or a dependency outside our reasonable control.

6.4 If no acceptance procedure is stated in the order form, you must notify us of any material failure to meet the agreed specification within 10 working days after delivery. We will use reasonable efforts to correct a properly notified failure. A deliverable is accepted when you confirm acceptance, use it in live operations, or do not notify a material failure within that period.

7. QuickQuote

QuickQuote is a voice-to-job and enquiry automation service. It can transcribe recordings and use artificial intelligence to generate or draft job descriptions, materials information, pricing information, classifications and communications for use with ServiceM8 and other configured systems.

7.1 Credits

• A successful recording is a voice recording that QuickQuote receives and processes into a transcript and output, whether or not you then use that output.
• Each successful recording consumes one credit.
• Monthly included credits reset at the start of each billing period and do not carry over.
• Purchased top-up credits carry over while the relevant QuickQuote account remains active. They have no cash value, may not be transferred, and are forfeited without refund when that account or the Agreement ends, unless we end it other than for your breach.
• If processing fails because of a fault in QuickQuote, the relevant credit will be returned. Credits are not returned where failure results from poor audio, background noise, incorrect settings, unavailable Customer systems or another matter outside our control. We will decide the cause acting reasonably and by reference to our system logs, which we will share with you on request.
• Credit purchases are non-refundable except where the Agreement expressly provides otherwise or the law requires a refund.

7.2 Integrations

Where you connect ServiceM8 or another provider, you authorise us to read, create and update the relevant data in that account to the extent required to provide your configured Services. You remain responsible for the provider account, its charges and permissions.

7.3 Account plans

Plan features, included credits, usage limits and prices are those shown to you at checkout or in your order form. They may differ from the separate Revamp membership described in clause 4.

8. Accounts, credentials and access

8.1 You are responsible for all authorised users, for maintaining accurate account information, and for keeping passwords, API keys, tokens and recovery methods secure. You must notify us promptly if you suspect unauthorised access or compromise.

8.2 Where access to a third-party system is required, you should use delegated access, role-based permissions, temporary links or a reputable password manager wherever the provider supports them. You remain responsible for approving any one-time authentication request and for ensuring the access you grant is lawful and sufficient for the Services.

8.3 If credentials, permissions, subscriptions or connections expire, are changed or are withdrawn, affected Services may stop or require chargeable work to restore. We are not responsible for loss caused by insufficient or withdrawn access.

9. Customer responsibilities and acceptable use

9.1 You must:

• provide complete, accurate and timely information, instructions, access and approvals;
• maintain required subscriptions, devices, internet access, backups and third-party accounts;
• have all rights, notices, consents and lawful bases required for Customer Data and instructions supplied to us;
• review automations, permissions and outputs before relying on them in your business;
• use the Services and connected platforms lawfully and in accordance with their applicable terms; and
• avoid supplying unnecessary special-category, criminal-offence or highly sensitive personal data.

9.2 You must not use the Services to break the law, infringe another person's rights, distribute malicious code, gain unauthorised access, interfere with security or availability, reverse engineer protected parts of the Services except where the law prevents that restriction, or deliberately manipulate or abuse an AI or usage system.

10. AI-generated output and automated actions

10.1 AI-generated output may be inaccurate, incomplete, inconsistent or unsuitable. It is a draft or suggestion and is not professional, legal, financial, tax, electrical-safety or regulatory advice.

10.2 You are responsible for checking job descriptions, materials, prices, classifications, messages and other output against your professional knowledge and the circumstances before relying on, sending, quoting, billing, certifying or acting on it.

10.3 If you ask us to configure an automatic-send or automatic-action feature, you accept the increased risk of an output being acted upon without prior human review and remain responsible for the configured instructions, lawful basis and resulting business communication or action.

11. Fees, billing and payment

11.1 Recurring fees are charged monthly in advance on or around the billing date through Stripe or the payment method stated in your order form. Project and Additional Work fees are payable as stated in the relevant quotation or invoice. Unless otherwise stated, invoices are due within 14 days.

11.2 Prices are in pounds sterling. Revamp Automation is not currently VAT registered. If VAT or another applicable tax becomes chargeable, it will be added as required by law from the relevant date.

11.3 Fees for a billing period that has started, completed work, purchased credits and committed third-party costs are non-refundable except where the Agreement expressly states otherwise or the law requires a refund. You may not withhold or set off payment unless we have agreed the amount in writing or the law gives you that right.

11.4 If payment is overdue, we may charge statutory interest, fixed compensation and reasonable recovery costs under the Late Payment of Commercial Debts (Interest) Act 1998, and may suspend the affected Services under clause 18.

11.5 We may change recurring prices by giving at least 30 days' written notice. A price change will not take effect part-way through a prepaid billing period. You may give notice to terminate before the new price applies.

12. Support

12.1 Support requests must be submitted through our ticketing system or another support channel we designate. We aim to provide an initial response within two working days, but this is a target and not a guaranteed response or resolution time.

12.2 A working day is Monday to Friday, excluding public holidays in England. Support is ordinarily provided during normal UK business hours. Emergency, weekend, public-holiday and out-of-hours support is not included unless expressly agreed and may be charged separately.

13. Third-party services

13.1 The Services may depend on providers such as ServiceM8, Stripe, Zapier, Google, OpenAI, Anthropic, hosting providers, email providers and other APIs or platforms. We do not control those services and do not guarantee that an integration will remain available or unchanged.

13.2 You are responsible for third-party contracts, subscriptions, usage charges and compliance applicable to your accounts. We are not responsible for a third party's outage, delay, data loss, policy decision, API change, security incident or withdrawal of functionality, except to the extent directly caused by our breach of the Agreement.

13.3 Work needed to respond to a third-party change may be treated as Additional Work unless your order form expressly includes it.

14. Intellectual property

14.1 You retain ownership of data, content, branding and materials you supply, and of Customer Data (Customer Materials). You grant us a non-exclusive licence to use Customer Materials only as needed to provide, secure and support the Services and comply with the Agreement.

14.2 We retain ownership of our pre-existing and independently developed software, templates, workflows, prompts, connectors, libraries, tools, processes, documentation, designs, methods, know-how and reusable components, together with improvements to them (Revamp Materials).

14.3 Customer-Held Deliverables. Unless an accepted quotation expressly assigns ownership, once all applicable fees for them are paid we grant you a non-exclusive, perpetual, royalty-free licence to use Customer-Held Deliverables, and any Revamp Materials contained in them, for your own internal business operations. This licence continues after the Agreement ends. You may transfer it to a buyer of all or substantially all of your business by giving us written notice; otherwise it is not transferable. It does not permit you to resell, sublicense, publish, reverse engineer or commercially exploit Revamp Materials as a standalone product.

14.4 Hosted Services. Your right to use Hosted Services is a right of access only. It lasts while the Agreement continues and the relevant fees are paid, and does not include any licence to the underlying code, scripts or infrastructure. If you ask before the Agreement ends, we will provide a reasonable handover, such as an export of your configuration and documentation, or a rebuild of an equivalent automation in accounts you control, at our then-current rates and subject to clause 14.3.

14.5 We may reuse general skills, ideas, experience, methods and non-confidential reusable components developed while providing the Services, but will not disclose your Customer Materials or confidential information in doing so.

15. Confidentiality

15.1 Each party must keep the other party's non-public business, technical, security and commercial information confidential and use it only to perform or receive the Services. This obligation does not apply to information that is public through no breach, was already lawfully known, is independently developed, or is lawfully received without a duty of confidence.

15.2 A party may disclose confidential information to personnel, subcontractors and professional advisers who need it and are bound by appropriate confidentiality duties, or where disclosure is required by law. Where lawful, the disclosing party will give reasonable notice of a legally required disclosure.

16. Data protection

16.1 Each party must comply with applicable UK data-protection law, including the UK GDPR and the Data Protection Act 2018. Our Privacy Policy explains how we use account, billing, security and business-contact information where we act as controller.

16.2 Where we process personal data on your behalf, you are normally the controller and we are the processor. The Revamp Automation Data Processing Agreement forms part of this Agreement and takes priority on personal-data processing matters.

16.3 You are responsible for deciding whether the Services and your instructions are appropriate for the personal data involved, providing privacy information to staff and end customers, establishing a lawful basis, and responding to individual-rights requests with our reasonable assistance where required.

16.4 The Data Processing Agreement sets out our sub-processors, including AI and hosting providers, any transfers of personal data outside the UK and the safeguards that apply to them, and how voice recordings, transcripts and messages are handled, retained and deleted.

17. Availability and warranties

17.1 We will use reasonable efforts to keep Hosted Services available and to maintain covered automations, but no internet, AI, integration or third-party-dependent service is uninterrupted or error-free. Planned maintenance, emergency maintenance, provider outages and security measures may affect availability.

17.2 Except for the express commitments in the Agreement and terms that cannot lawfully be excluded, we do not give any other warranty, condition or representation, whether express or implied, including that a Service will meet an unstated requirement, produce a particular commercial result or remain compatible with every third-party change.

18. Suspension

18.1 We may suspend all or part of the Services where payment is overdue; required access or subscriptions are missing; your use creates a security, legal or operational risk; a third-party provider requires suspension; or you materially breach the Agreement.

18.2 Where reasonably possible, we will tell you why and give an opportunity to remedy the issue. We may suspend immediately where necessary to protect systems, data, users or third parties. Fees continue during a suspension caused by your act, omission or breach.

19. Ending the agreement

19.1 Either party may terminate an ongoing membership or recurring Service by giving at least 30 days' written notice. Fees that fall due during the notice period remain payable, and termination does not create a pro-rata refund for a billing period already started.

19.2 Either party may terminate an affected Service immediately by written notice if the other party materially breaches the Agreement and, where the breach can be remedied, fails to remedy it within 14 days after written notice. We may terminate immediately for unlawful or abusive use, serious security risk, fraud, insolvency, or a payment that remains overdue after suspension and reasonable notice.

19.3 On termination:

• your right to use Hosted Services ends;
• your licence to paid-for Customer-Held Deliverables continues under clause 14.3;
• outstanding fees become due;
• each party must stop using the other's confidential information except as required by law or continuing rights;
• you should export information you need before the termination date, and may request a handover under clause 14.4; and
• Customer Data will be returned or deleted in accordance with the Data Processing Agreement.

19.4 Termination does not affect rights that accrued before termination. Clauses intended to continue, including payment, intellectual property, confidentiality, data protection, liability, dispute and general provisions, survive termination.

20. Liability

20.1 Nothing in the Agreement excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, breach of a term as to title that cannot lawfully be excluded, or any other liability that the law does not permit us to exclude or limit.

20.2 Subject to clause 20.1, neither party is liable for indirect or consequential loss. We are not liable for loss of profit, revenue, anticipated savings, business, contracts, goodwill, reputation or opportunity; loss or corruption of Customer Data that you were responsible for backing up; or loss caused by a third-party service, Customer Data you supplied, your instructions, your failure to review an output, or your breach of the Agreement.

20.3 Subject to clause 20.1, our total aggregate liability for all claims arising in any Contract Year out of or in connection with the Agreement, whether in contract, tort (including negligence), misrepresentation, breach of statutory duty or otherwise, will not exceed the greater of:

• £5,000; and
• the total fees paid or payable by you under the Agreement in that Contract Year.

20.4 For clause 20.3, a claim arises in the Contract Year in which the event giving rise to it occurs. Where a series of connected events gives rise to claims, they arise in the Contract Year of the first event.

20.5 The exclusions and cap in this clause apply only to the extent permitted by law. They reflect the Services, the fees, the insurance reasonably available to each party, and the Customer's responsibility to review outputs and maintain appropriate backups and controls.

21. Customer indemnity

21.1 You will indemnify us against third-party claims, regulatory costs and reasonable expenses arising directly from an allegation that Customer Materials, Customer Data, your instructions or your use of the Services are unlawful, infringe third-party rights, or were supplied without the required authority, notice, consent or lawful basis. This indemnity does not apply to the extent the claim was caused by our breach of the Agreement or our unauthorised alteration or use, and does not cover any fine or penalty to the extent the law does not permit it to be indemnified.

21.2 We must notify you promptly of a claim, provide reasonable cooperation at your cost, and allow you reasonable control of its defence and settlement, provided that no settlement admits liability by us or imposes a non-monetary obligation on us without our written agreement.

22. Events outside our reasonable control

22.1 Neither party is liable for delay or failure caused by an event outside its reasonable control, excluding an obligation to pay money already due. The affected party must take reasonable steps to reduce the effect and resume performance. If the event materially prevents an affected Service for more than 30 consecutive days, either party may terminate that Service by written notice.

23. Changes to these terms and the Services

23.1 We may make a change immediately, provided it does not materially reduce your rights, where the change is minor, improves clarity, or is reasonably required for security, law or a provider requirement. We will give reasonable notice of the change where practicable.

23.2 For any other material change to these Terms or a recurring Service, we will normally give at least 30 days' written notice. Where a change that materially reduces your rights is required by law, security or a provider, we will give as much notice as reasonably possible. A material change applies prospectively.

23.3 If a material change materially disadvantages you, you may terminate the affected recurring Service by giving notice before the change takes effect. Continuing to use the affected Service after the effective date will constitute acceptance where the proposed change and this right to terminate were clearly notified.

24. General terms

24.1 The Agreement is the entire agreement about its subject matter and replaces earlier discussions, proposals and representations, but does not exclude liability for fraud or fraudulent misrepresentation.

24.2 You may not assign or transfer the Agreement without our prior written consent, which will not be unreasonably withheld. We may subcontract the Services, and we remain responsible for the acts and omissions of our subcontractors as if they were our own. We may assign the Agreement as part of a genuine sale or transfer of our business, on written notice, provided this does not materially reduce your rights.

24.3 If a provision is invalid or unenforceable, it will be treated as modified to the minimum extent necessary or deleted, without affecting the remaining provisions. A delay in enforcing a right is not a waiver. A person who is not a party to the Agreement has no right to enforce it under the Contracts (Rights of Third Parties) Act 1999.

25. Disputes and governing law

25.1 Before starting court proceedings, each party will try in good faith to resolve a dispute through discussions between people authorised to settle it. This does not prevent either party seeking urgent injunctive relief or taking action to preserve a limitation period.

25.2 The Agreement and any non-contractual dispute arising from it are governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction.

26. Contact and notices

26.1 A notice under the Agreement must be in writing and sent by email to the address above or to the Customer's account, billing or order-form email address. An email is treated as received on the next working day after it is sent, unless the sender receives a delivery failure notice.