Terms | Fruitful AI

These terms govern services provided by Full Fruit Consulting Ltd, a company registered in England and Wales (company number 16197941), trading as Fruitful AI ("we", "us", "Fruitful AI") to the client ("you", "Client") named in the related proposal or specification ("Specification"). The Specification and these terms together form the contract.

1. Services

We will provide the services described in the Specification. We will perform them with reasonable skill and care, in accordance with good industry practice.

2. Fees and payment

Fees are as set out in the Specification. Unless stated otherwise:

Invoices are payable within 14 days of issue.
Late payments accrue interest at 4% above the Bank of England base rate, in line with the Late Payment of Commercial Debts (Interest) Act 1998.
VAT, where applicable, is in addition.
Pre-agreed expenses are reimbursable on receipt.

We may suspend services if invoices remain unpaid beyond 30 days.

3. Changes to scope

Either party may request changes during a project. Changes are confirmed using a written Change Request setting out the change, the impact on fee, and the impact on timeline. A clear email reply from the Client confirming the Change Request is sufficient as written acceptance.

4. Intellectual property

Subject to full payment of all sums due under the Specification:

Deliverables created specifically for the Client transfer to the Client on a non-exclusive basis, sufficient for the Client's intended business use.
We retain ownership of our pre-existing methods, tools, frameworks, templates, code libraries, and know-how (together, "Fruitful Materials"). We grant the Client a perpetual, non-exclusive, royalty-free licence to use Fruitful Materials to the extent embedded in the Deliverables.
Third-party materials remain owned by their respective rights holders and are used in accordance with their licences.
We may use anonymised, non-confidential descriptions of the engagement for marketing and case studies, with prior written approval from the Client.

We warrant that, to the best of our knowledge, the Deliverables do not infringe third-party intellectual property rights.

5. Confidentiality

Each party will treat the other's confidential information as confidential, use it only for the purpose of the engagement, and not disclose it to third parties without prior written consent. This obligation survives termination for three years. Confidential information does not include information that is public, was already known to the receiving party, or is required to be disclosed by law.

6. Data protection

Where we process personal data on behalf of the Client, we do so as a processor under the UK GDPR and Data Protection Act 2018. A separate Data Processing Agreement is entered into where the Client requires one. We comply with the data protection principles and notify the Client of any personal data breach without undue delay.

7. Warranties and insurance

We warrant that we will perform the services with reasonable skill and care. We carry Professional Indemnity insurance appropriate to the engagement. Except as expressly stated, all other warranties (statutory, express, or implied) are excluded to the fullest extent permitted by law.

8. Limitation of liability

Nothing in this contract limits or excludes liability for death or personal injury caused by negligence, fraud, fraudulent misrepresentation, or any other liability that cannot lawfully be limited. Subject to that:

Our total liability in connection with the engagement is capped at the total fees paid by the Client in the 12 months preceding the claim, or the limit of our Professional Indemnity insurance for the matter, whichever is the lower.
We are not liable for indirect, consequential, or special losses, loss of profit, loss of revenue, loss of business, loss of data (other than under clause 6), or loss of goodwill, whether arising in contract, tort, or otherwise.

9. AI and automation deliverables

9.1 Data safety

AI processing of Client information is performed only using enterprise-grade Anthropic services, namely the Claude API, Claude Code, and the Claude desktop application in Cowork mode. These services operate under commercial terms that prohibit the use of Client inputs or outputs for model training.
Client confidential information is not entered into free-tier or consumer AI platforms whose terms permit training on inputs.
Where the Client has its own AI tool preferences or restrictions, these supersede the above and are confirmed in writing in the Specification.

9.2 Output review

AI-assisted output is reviewed by us before delivery for accuracy, plagiarism risk, and IP risk.
We cannot guarantee the absence of factual errors or model hallucinations.
The Client is responsible for human review of AI-generated output before it is acted on commercially or relied on in dealings with third parties.

9.3 Disclosure

We disclose materially used AI tools in the Specification or at delivery.
Third-party AI services are used in accordance with their terms of use.

10. Software, accounts, and subscriptions

10.1 Our internal tool stack

To deliver our services we use an internal toolkit. The core stack currently includes n8n and Anthropic services (Claude API, Claude Code, Claude in Cowork mode). The cost of this internal stack is approximately £40 per month and is built into our fees. It is not charged separately to the Client. The internal stack may change over time as the practice evolves. Any new tool that would process Client confidential information is introduced only after confirmation with the Client and in line with clause 9.

10.2 Client-paid third-party tools

Where the deliverable requires third-party tools beyond our internal stack (for example Make.com, Zapier, Airtable, Notion, OpenAI API, Stripe, or any other software-as-a-service):

Third-party tool fees are paid by the Client directly, in the Client's own account, unless the Specification states otherwise.
Where practical, third-party accounts are set up in the Client's name from the start. Where temporary use of our account is needed during build, we transfer ownership to the Client on completion and the Client takes over billing.
This contract covers building the deliverable. Day-to-day operation, monitoring, and maintenance are not included unless agreed in writing under clause 12.
The Client provides timely access to systems and credentials needed to build and (if applicable) maintain the deliverable. Where access is delayed, the timeline shifts accordingly.
Third-party tools update or change without notice. We are not liable for issues caused by such changes after delivery, except where covered by a separate Maintenance Schedule under clause 12.

11. Rolling and ongoing engagements

Where the Specification provides for an initial fixed period followed by continued service:

The initial period runs as set out in the Specification.
At the end of the initial period, the engagement continues on a rolling monthly basis unless either party gives 14 days' written notice to end it.
Fees during the rolling period are at the rate set out in the Specification, reviewed annually or by mutual agreement at any time.
Either party may end the rolling engagement at any time by giving 14 days' written notice. The Client pays for all work properly performed up to the end date plus any non-cancellable third-party costs.
These standard terms continue to apply throughout the rolling period unless replaced by a separate written agreement.

12. Ongoing maintenance and support

Maintenance, monitoring, and support of delivered workflows or systems are not included in the project fee unless explicitly stated in the Specification.

Where the Client wants ongoing support, it is arranged as a separate Maintenance Schedule covering:

Scope (which systems, workflows, or accounts are covered).
Hours included per month and rate for overage.
Response and resolution targets.
Out-of-hours cover, where required.
Third-party costs not included in the maintenance fee.

Maintenance typically includes monitoring agreed systems, bug fixes within scope, minor enhancements within the agreed hour allocation, and liaison with third-party tool providers on the Client's behalf.

Maintenance does not include: new features beyond agreed scope (handled via a Change Request or new Specification), third-party subscription costs (paid by the Client), or downtime caused by Client actions or third-party tool failures outside our control.

Either party may end a Maintenance Schedule by giving 14 days' written notice.

13. Term and termination

Either party may terminate this contract:

For material breach not remedied within 14 days of written notice; or
For convenience on 14 days' written notice (subject to the rolling-engagement and Maintenance Schedule notice periods in clauses 11 and 12 where they apply).

On termination, the Client pays for all work properly performed up to the termination date, plus any non-cancellable costs already committed. Clauses 4, 5, 6, 8, and 16 survive termination.

14. Complaints

Complaints are handled in accordance with our Complaints Procedure, available on the Fruitful AI website and on request.

15. Force majeure

Neither party is liable for failure to perform due to events beyond reasonable control, including illness, internet outages, cyber incidents, supply-chain failures, or acts of government. The affected party notifies the other promptly and the parties agree a sensible rescheduling.

16. General

This contract is the entire agreement between the parties and supersedes any prior arrangement. No variation is effective unless agreed in writing (including by email).

These terms are made available to the Client at the time of the engagement. The version referenced in the Specification applies for the duration of that engagement, unless replaced by written agreement.

This contract is governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction.

Notices may be sent by email to the addresses in the Specification. Notices take effect on delivery.

If any clause is held unenforceable, the rest of the contract remains in force.