Terms of Service

These Terms of Service (the “Terms”) are a binding agreement between you and PeopleAMP Tech Ltd, a private limited company registered in England and Wales (“PeopleAMP,” “we,” “us,” or “our”). They govern your access to and use of:

• the website at www.peopleamp.io and any sub-domains (the “Website”);
• free content, templates, tools and downloads we publish (the “Resources”);
• any information, diagnostics, calls or communications we provide outside of a paid engagement; and
• any paid professional services we deliver to you under a signed Statement of Work (each, an “Engagement”).

By accessing the Website, downloading a Resource, booking a call, or instructing us to commence an Engagement, you confirm that you have read, understood and agreed to these Terms. If you do not agree, please do not use the Website or our services.

These Terms are directed at businesses and professionals. You warrant that you are entering into them in a business capacity and not as a consumer.

“Client” the legal entity or individual engaging PeopleAMP under a Statement of Work.

“Client Data” any data, content or information supplied to PeopleAMP by or on behalf of the Client in connection with an Engagement.

“Client Materials” any materials, content, trade marks, logos, software or data that the Client owns or has the right to use and makes available to PeopleAMP for an Engagement.

“Deliverables” the specific outputs PeopleAMP is contracted to deliver under a Statement of Work, as described in that Statement of Work.

“Pre-existing Materials” any methods, frameworks, templates, code libraries, tooling, checklists, models, prompts, architectural patterns or other know-how developed by, licensed to, or otherwise belonging to PeopleAMP before or independently of an Engagement, including all enhancements and improvements to them made during an Engagement.

“Statement of Work or SOW” a written document (including a signed proposal, order form or similar) describing the scope, timeline, Deliverables, fees and any specific terms of an Engagement, which is signed by both parties.

PeopleAMP is a technology consultancy. Depending on the Engagement, we design, build and ship custom software, SaaS products, mobile applications, AI agents, voice agents, RAG systems, n8n workflows and related automations; advise on AI strategy; and provide training through our Tech Academy.

Our public marketing materials, blog posts, frameworks and case-study summaries are provided for general information only. They do not constitute legal, accounting, tax, medical, financial or other professional advice. You should not act on them without seeking appropriate professional guidance for your specific circumstances.

Paid Engagements are governed by a Statement of Work, these Terms and — where executed — a separate Master Services Agreement (MSA) and/or Data Processing Agreement (DPA). The order of precedence in the event of conflict is:

• the relevant Statement of Work;
• any executed MSA and/or DPA;
• these Terms.

Each Statement of Work defines its own scope, timeline, Deliverables, acceptance criteria and fees. Unless explicitly agreed in writing, we do not accept purchase-order terms, supplier-portal click-throughs, or unilateral contract changes.

Change requests

Changes to an Engagement must be agreed in writing by both parties. We will estimate the impact of any change on timeline and fees before work on the change begins. Until a change is agreed, we will continue to perform against the existing Statement of Work.

Acceptance

Unless a Statement of Work says otherwise, Deliverables are deemed accepted either (a) on written confirmation by the Client; or (b) ten (10) business days after delivery without the Client raising specific written objections tied to documented acceptance criteria.

Resources — including the 10-Hour Audit, templates and any content made available on the Website without a Statement of Work — are provided on an “as is” and “as available” basis. We do not warrant that any Resource will be accurate, complete, fit for a particular purpose or free of error.

You may use Resources internally in your own business. You may not republish, resell or commercially redistribute them, or strip any attribution, branding or notices from them, without our prior written consent.

Pre-existing Materials

Each party retains all rights in its Pre-existing Materials. Nothing in these Terms or any Statement of Work transfers ownership of Pre-existing Materials from one party to the other.

Client Materials

You retain all rights in your Client Materials. You grant us a non-exclusive, royalty-free, worldwide licence to use, copy, modify and display Client Materials solely as necessary to perform the Engagement and provide the Deliverables.

Deliverables

Subject to full payment of all fees due under a Statement of Work, we assign to you all right, title and interest we have in the bespoke portions of the Deliverables created specifically for you under that Statement of Work, excluding any Pre-existing Materials, third-party components and open-source components embedded in them.

We grant you a non-exclusive, perpetual, worldwide, royalty-free licence to use our Pre-existing Materials embedded in the Deliverables, solely for the internal business purpose for which the Deliverables were commissioned.

Residual knowledge

Nothing in these Terms restricts either party from using general skills, techniques and knowledge retained in the unaided memory of its personnel, provided that no Confidential Information of the other party is disclosed or used unlawfully.

Portfolio and case studies

Unless you tell us in writing that you do not consent, we may describe, at a high level and without disclosing your Confidential Information, the nature of our work for you in anonymised case studies, pitch decks and similar marketing materials. Your name, logo or trademarks will only be used with your written permission.

Each party agrees to treat as confidential any non-public information disclosed by or on behalf of the other that is identified as confidential or should reasonably be understood to be confidential (“Confidential Information”). The receiving party will:

• use the Confidential Information only to perform its obligations or exercise its rights under an Engagement;
• protect it with at least the same care it uses for its own confidential information (and in any event a reasonable standard of care); and
• disclose it only to personnel, sub-contractors and advisers who have a need to know and who are bound by confidentiality obligations at least as protective as these.

Confidentiality does not apply to information that is public through no fault of the receiving party, was lawfully known without restriction before disclosure, is independently developed, or must be disclosed by law (in which case the receiving party will give prompt notice where lawful).

Fees, billing cadence and payment terms are set out in the relevant Statement of Work. Unless agreed otherwise:

• invoices are payable within fourteen (14) days of the invoice date;
• amounts are exclusive of VAT or equivalent sales taxes, which will be added where applicable;
• overdue amounts accrue interest at the statutory rate applicable in our jurisdiction, compounded monthly;
• reasonable pre-agreed expenses (e.g. travel, third-party licences) are rechargeable at cost;
• we may suspend work on an Engagement if any undisputed invoice remains unpaid for more than thirty (30) days, without prejudice to our other remedies.

Amounts paid are non-refundable except to the extent required by law or expressly provided in a Statement of Work.

Our warranties

We warrant that:

• we will provide the services with reasonable skill and care and in a professional manner;
• we have the right to enter into and perform our obligations under each Statement of Work; and
• we will comply with applicable laws in providing the services.

Your warranties

You warrant that:

• the person accepting these Terms or signing a Statement of Work has authority to bind you;
• Client Materials you provide do not infringe any third-party rights and comply with applicable law;
• you have all necessary rights, consents and legal bases to share Client Materials (including any personal data) with us for the purposes of the Engagement; and
• your use of any Deliverables will comply with applicable law and with any licence terms attaching to third-party components.

Disclaimers

To the maximum extent permitted by law, all other warranties, conditions and terms — whether express or implied by statute, common law or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, satisfactory quality or non-infringement — are excluded. We do not warrant that the Website, Resources or Deliverables will be uninterrupted, error-free, or meet every requirement you have, unless expressly agreed in a Statement of Work.

Many of the services we deliver incorporate artificial-intelligence components — including large language models, agents, voice agents, retrieval-augmented-generation pipelines and automations. AI systems are probabilistic and can produce outputs that are inaccurate, incomplete, biased or unexpected. You acknowledge and agree that:

• AI outputs must be reviewed by a qualified human before being relied upon for any material decision, publication, customer communication or regulated purpose;
• we are not liable for losses arising from reliance on unreviewed AI outputs, or from your use of an AI system outside the scope and guardrails agreed in the Statement of Work;
• AI systems will be delivered with documented limitations, testing notes and recommended human-in-the-loop controls; it is your responsibility to operate within them;
• AI systems must not be used for prohibited purposes including, without limitation, unlawful surveillance, discrimination, generation of CSAM, legal / medical / financial advice without a qualified professional in the loop, or any use prohibited by the EU AI Act or other applicable law;
• where a Deliverable integrates third-party AI providers (for example OpenAI, Anthropic, Google or similar), your use of the Deliverable is additionally subject to those providers' own acceptable-use and data policies; and
• we will not provide training data, prompts, or customer content to third-party model providers for the purpose of training their public models unless you expressly instruct us to do so.

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

Exclusions

Subject to the paragraph above, and to the maximum extent permitted by law, neither party is liable to the other for any:

• loss of profits, revenue, savings or anticipated savings;
• loss of business, business opportunity or goodwill;
• loss, corruption or unavailability of data, where that data was not backed up by the party suffering the loss using commercially reasonable practices;
• indirect, special, punitive or consequential loss of any kind; or
• any loss arising from a Force Majeure Event (see Section 14).

Caps on our total liability

• For matters arising from your use of the Website or a Resource (and not governed by a Statement of Work), our total aggregate liability is limited to GBP £100.
• For matters arising under a Statement of Work, our total aggregate liability for all claims taken together is limited to the total fees paid by the client to PeopleAMP under the relevant Statement of Work in the twelve (12) months immediately preceding the event giving rise to the claim.

Each Statement of Work may agree higher or lower caps for specific categories of loss where commercially justified; any such caps apply only within that Statement of Work.

Our indemnity

We will indemnify you against third-party claims alleging that the bespoke portions of the Deliverables, when used in accordance with the Statement of Work and these Terms, infringe a third party's copyright, registered design, registered trade mark or trade secret, provided that you (a) notify us promptly in writing; (b) give us sole control of the defence and any settlement; and (c) cooperate reasonably with us.

If such a claim arises, we may at our option procure for you the right to continue using the affected Deliverables, modify them so they are non-infringing, replace them with a materially equivalent non-infringing alternative, or terminate the affected Statement of Work and refund fees paid for the affected Deliverables for the twelve (12) months preceding the claim. This is your sole and exclusive remedy for any infringement claim.

Your indemnity

You will indemnify us against any third-party claim arising from (a) Client Materials infringing a third party's rights or breaching applicable law; (b) your use of any Deliverable outside the scope, instructions or guardrails documented in the Statement of Work; or (c) your breach of these Terms.

Either party may terminate an Engagement immediately by written notice if the other party:

• commits a material breach of these Terms or the Statement of Work which, if capable of remedy, is not remedied within thirty (30) days of written notice requiring remedy; or
• becomes insolvent, enters administration, is wound up, or is subject to an analogous process in its jurisdiction.

We may also terminate or suspend an Engagement on written notice if we reasonably believe that continued performance would (a) expose us to unlawful activity or regulatory risk; (b) require us to generate outputs that are illegal, harmful or that we consider contrary to the acceptable-use policy of our AI sub-processors; or (c) place our personnel at risk of harassment, intimidation or abuse.

On termination of an Engagement, you will pay us for all work performed and costs incurred up to the effective date of termination. Sections that by their nature are intended to survive termination — including Intellectual Property, Confidentiality, Fees accrued, Warranties & Disclaimers, AI Disclaimers, Limitation of Liability, Indemnification, Governing Law and Miscellaneous — will survive.

Neither party is liable for any failure or delay in performing its obligations (other than payment obligations) caused by an event beyond its reasonable control, including acts of God, war, terrorism, civil unrest, pandemic, fire, flood, earthquake, strikes, failure of public utilities or the internet, and failures of third-party infrastructure providers (a “Force Majeure Event”). The affected party will notify the other promptly and use reasonable efforts to mitigate the impact. If the Force Majeure Event continues for more than sixty (60) days, either party may terminate the affected Engagement on written notice.

These Terms and any non-contractual obligations arising in connection with them are governed by the laws of England and Wales. The parties submit to the exclusive jurisdiction of the courts of England and Wales for any dispute arising out of or in connection with these Terms, subject to the good-faith escalation process below.

Before issuing proceedings, the parties agree to use reasonable efforts to resolve any dispute informally through escalation to each party's senior representatives for a period of at least thirty (30) days. This does not prevent either party from seeking urgent injunctive or equitable relief at any time.

Entire agreement

These Terms together with the Statement of Work, MSA and DPA (if any) constitute the entire agreement between the parties in respect of their subject matter and supersede any prior understanding or agreement, whether written or oral.

No partnership or agency

Nothing in these Terms creates a partnership, joint venture, employment or agency relationship between the parties.

Assignment

Neither party may assign or transfer these Terms or any Statement of Work without the other's prior written consent, except that we may assign to an affiliate or to a successor in a merger, acquisition or sale of substantially all of our assets.

Sub-contracting

We may engage sub-contractors to perform parts of an Engagement. We remain responsible for their acts and omissions as if they were our own.

Notices

Legal notices must be sent to legal@peopleamp.io and, in the case of notices to us, to our registered office at B32 3SB, United Kingdom. Notices to you will be sent to the addresses or email addresses you have provided to us.

Waiver

A failure or delay in exercising any right under these Terms is not a waiver of that right.

Severability

If any provision of these Terms is found to be invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable and the rest of the Terms will remain in full force.

Third-party rights

A person who is not a party to these Terms has no right to enforce any of their provisions, except where applicable law expressly provides otherwise.

We may update these Terms from time to time. The Last updated date at the top of the page reflects the most recent material change. Changes will apply prospectively from the date they are posted; they will not change the terms of a Statement of Work that was signed before the update.

Questions about these Terms, or about a proposed Engagement, should be sent to legal@peopleamp.io.

See also: Privacy Policy.