Skip to main content
HeyfixitHeyfixit

← All legal documents

Heyfixit Terms of Service

Version 1.0 · Effective 11 November 2026 · heyfixit.ai/legal/terms

These Terms of Service are between Heyfixit, Inc., a Delaware corporation with its registered office at 251 Little Falls Drive, Wilmington, Delaware 19808, United States ("Heyfixit", "we", "us"), and the customer named in an Order Form ("you").

1. How the agreement works

1.1 The agreement. Our agreement with you is made up of:
(a) each Order Form signed by both parties;
(b) the Data Processing Agreement at heyfixit.ai/legal/dpa, including the security measures at heyfixit.ai/legal/security;
(c) the Agent and Communications Terms at heyfixit.ai/legal/agent-terms;
(d) these Terms of Service;
(e) the Service Levels and Support terms at heyfixit.ai/legal/support;
(f) the Acceptable Use Policy at heyfixit.ai/legal/acceptable-use;
(g) the country-specific terms at heyfixit.ai/legal/country-terms, for the countries they cover.

Together these are the "Agreement". An Order Form names the version of these documents that applies when it is signed. Clause 16 explains how they change after that.

1.2 Which document wins. The documents are read together. Where they differ, these Terms of Service rank above the Agent and Communications Terms, the Service Levels and Support terms and the Acceptable Use Policy, which apply in that order. These exceptions apply:
(a) an Order Form overrides the other documents on its own Fees, plans, term, renewal, ending and payment, and elsewhere only where it says expressly which clause it changes. It overrides the Data Processing Agreement only where it names the clause;
(b) subject to (a), the Data Processing Agreement wins only on the processing of personal data. On everything else, these Terms of Service rank above it;
(c) clause 14 (Limitation of liability) applies to claims under every document, including the Data Processing Agreement, except where the law does not allow it;
(d) country-specific terms that apply to you override the other documents to the extent they say so.

1.3 Scopes of works. A scope of works attached to an Order Form forms part of that Order Form. It describes what we deliver and how. It does not change any other document in the Agreement, even where it describes something differently. Only the Order Form itself can do that, as clause 1.2(a) allows.

1.4 Purchase orders. Terms in your purchase orders, supplier portals or similar documents do not apply, even if we accept or sign them.

2. Definitions

In the Agreement:

  • Affiliate means an entity that controls, is controlled by or is under common control with a party. Control means owning more than half of the voting shares or having the right to direct its management.

  • Agents means the AI agents we provide as part of the Services. This includes agents that call, text, WhatsApp or email people on your behalf, and Vera, our platform agent.

  • Agent Instructions means everything you tell the Agents about how to work, whether in conversation with Vera or in the Services, including the standard instructions you adopt or adjust. Where the Agent and Communications Terms, the Service Levels and Support terms or the Acceptable Use Policy say "your instructions", they mean your Agent Instructions, and "our standard instructions" means the standard instructions we offer for you to adopt or adjust. The permissions you give the Agents are the actions you allow them to take.

  • Agent Setups means the configurations, rules, settings, workflows, templates, prompts and scripts for the Services, whoever creates or changes them, including you and your Users, other than your materials.

  • Contacts means the people the Agents communicate with on your behalf, such as the people who use, occupy or work in the buildings and sites you look after, your engineers, suppliers and contractors, and your clients' staff.

  • Customer Data means:

    • the data you or your Users put into the Services;
    • the data the Services collect or create for you, including messages, call recordings, transcripts, records and Outputs.

    Customer Data does not include Agent Setups. Facts about your business that you give the Services, such as your services and how long they take, your people, sites, clients and contracts, are Customer Data, even where an Agent Setup uses them.

  • De-identified Data means data derived from Customer Data from which everything that identifies you, your clients, any individual or any specific property has been removed, so that none of them can reasonably be identified from it by anyone, using the means reasonably likely to be used.

  • Documentation means the user guides for the Services that we publish at heyfixit.ai/docs, as we update them. It does not include our website, marketing or sales materials, proposals, or anything an Agent or Vera says.

  • Fees means the fees in an Order Form.

  • Gross negligence means negligence that is an extreme departure from the ordinary standard of care.

  • Order Form means an ordering document that refers to these Terms of Service and is signed by both parties, including any scope of works attached to it.

  • Outputs means what the Agents produce for you, including messages, call speech, transcripts, summaries and records. Outputs are Customer Data.

  • Services means:

    • the Heyfixit platform;
    • the Agents;
    • phone numbers we provide;
    • support;
    • any set-up or implementation work in an Order Form.

  • Third-party Providers means the hosting, cloud, AI model, voice, speech, telephony, messaging, email, identity and other providers we use to host, run or connect the Services, other than telecoms carriers.

  • Usage Data means technical and operational data about how the Services are used and perform, such as logs, metrics, volumes and error reports, not including the content of Customer Data or information that identifies a Contact.

  • Users means the people you allow to log in to the Services, such as your employees and contractors and, where your Order Form allows, your clients' staff.

  • Working days means Monday to Friday, except the public holidays that apply to you under clause 2.2 of the Service Levels and Support terms.

  • Your materials means content you give us that exists outside the Services, such as your scripts, process documents, names and logos.

3. The Services

3.1 What we provide. We provide the Services described in each Order Form, for its term, in line with the Documentation and any scope of works.

3.2 Changes to the Services. We improve the Services continuously. We may change features, AI models, underlying providers and the way the Services work. We will not make a change that materially reduces the core functions described in your Order Form or scope of works during its term, unless the law, a carrier, a regulator, a security risk or a change by a provider we rely on requires it. This does not limit clause 6.6.

3.3 Early features. We may offer features marked as beta, preview or trial. They are provided as they are, without any commitment or liability under the Agreement, and we may change or withdraw them at any time. Clause 14.3(d) and (e) still apply.

3.4 Subcontractors. We may use subcontractors and service providers to provide the Services. We remain responsible for their performance under the Agreement, except for failures and outages of Third-party Providers, which clauses 12.5(d) and 17.5 cover. Providers that process personal data on your behalf are covered by the Data Processing Agreement.

3.5 Set-up work. Set-up or implementation work in an Order Form is complete when the Agents first go live for you or, if earlier, 10 working days after we tell you it is ready, unless in that time you tell us in writing how it materially fails to meet the scope of works. We then fix the failure and this clause applies again.

4. Your use of the Services

4.1 Users. You decide who your Users are. You are responsible for the acts and omissions of your Users, and of anyone who uses the Services through your account, as if they were your own. Each User must have their own log-in, and log-ins must not be shared. You keep log-in details secure and tell us promptly about any unauthorised access you become aware of.

4.2 Serving your own clients. You may use the Services to deliver your own services to your clients and to communicate with your Contacts. You may not resell the Services, or offer them under your own name as a standalone product, without our written agreement.

4.3 Your responsibilities. You are responsible for:
(a) the accuracy and quality of the Customer Data you provide, and for having the right to provide it;
(b) deciding who the Agents contact and why, and having a lawful basis for that contact;
(c) giving the notices and holding the consents the law requires, including the privacy notices described in clause 2.3 of the Agent and Communications Terms;
(d) your Agent Instructions and the permissions you give the Agents, including the rules, limits and approvals you set;
(e) reviewing Outputs and decisions where it matters, as described in the Agent and Communications Terms;
(f) following the Acceptable Use Policy and the Agent and Communications Terms, and the laws that apply to your use of the Services;
(g) giving us accurate, complete and timely information and cooperation. The Services depend on it, and we are not responsible for problems caused by inaccurate, incomplete or late Customer Data or instructions;
(h) keeping your own copies of any Customer Data you need to keep by law or for your own business, including the records in clause 2.2(e) of the Agent and Communications Terms.

4.4 Restrictions. You must not, and must not let anyone else:
(a) copy, modify, reverse engineer or try to extract the source code, models, prompts or underlying components of the Services, except where the law allows this despite this restriction;
(b) use the Services to build or train a competing product, or for benchmarking you publish without our consent;
(c) get around usage limits, security measures or access controls;
(d) use the Services in a way that breaks the law or the Acceptable Use Policy.

4.5 Your Affiliates. Your Affiliates may use the Services under your Order Form, and their staff may be Users. You are responsible for them as if they were you. An Affiliate may sign its own Order Form, which makes it the customer under that Order Form.

4.6 Your other systems. If you connect the Services to systems that you or your clients use, such as a job management system, an email account or a spreadsheet:
(a) you authorise us to access and use them as needed to provide the Services, and you confirm that their terms allow this;
(b) they are provided by you or your suppliers, not by us. Their providers are not our subcontractors or subprocessors. We are not responsible for those systems, or for what happens to data once we have sent it to them as you instructed;
(c) we may suspend a connection if its provider changes or withdraws it, or if it creates a security risk. We tell you when we do.

4.7 You set up and run the Agents. You decide how the Services are set up and used, including who the Agents contact, about what, when, on which channels and with what details and wording. Features we provide to help you comply, such as disclosures, opt-out handling and contact limits, do not make us responsible for your compliance. You are responsible for making sure your use of the Services complies with the law, and for the results of that use. Where we help you set up or change the Agents, we act on your instructions. You check and approve your Agent Instructions, the permissions you give the Agents and each change to your Agent Setups made by you or at your request before it goes live, and going live counts as your approval. This does not apply to changes we make to the Services under clause 3.2. Once approved, you are responsible for the setup as if you had prepared it, whoever prepared it. This does not change who owns it under clause 9. We may review how the Services are used, but we have no duty to monitor the Agents, Outputs or your use. Reviewing them or not does not make us responsible for them.

5. Fees and payment

5.1 Fees. You pay the Fees in each Order Form. Usage-based Fees are calculated from our records of your usage, which we give you on request. Our records are final unless you show that they are wrong.

5.2 Invoices and payment. We invoice as the Order Form sets out. You pay each invoice within the payment terms in the Order Form or, if it does not state them, within 30 days of the invoice date, in the currency stated on the invoice. Subject to clause 5.4, you pay each invoice in full, without set-off or deduction. You pay your own bank and currency conversion charges, so that we receive the full amount invoiced. Fees are non-refundable except where the Agreement says otherwise.

5.3 Taxes.
(a) Fees do not include VAT, sales tax or similar taxes. You pay them in addition where they apply, including any we did not invoice at first but invoice later.
(b) Where the law of your country makes you, as the business buying our services, account for VAT, GST or a similar tax on them, such as under the reverse charge in the UK and the European Union, you account for it to your tax authority. Our invoices will say so where the law requires. You give us your tax registration number and tell us promptly if it changes.
(c) If you claim an exemption from a tax, you give us a valid certificate. Until you do, we charge the tax.
(d) If the law requires you to withhold tax from a payment, you increase the payment so that we receive the full amount we would have received without the withholding. Each party gives the other the tax forms it reasonably asks for to reduce or avoid withholding.
(e) We pay the taxes on our own income, property and staff.

5.4 Disputed invoices. If you dispute an invoice in good faith, tell us in writing within 30 days of the invoice date and explain why. You pay the undisputed part on time, and we will work with you to resolve the rest quickly. An invoice you do not dispute within that time is final. We may correct an error in an invoice, including usage we did not charge, within 60 days of the invoice date. You may dispute a correction within 30 days of receiving it.

5.5 Late payment. Overdue amounts carry interest from the due date until paid, including disputed amounts later agreed or found to be owed. Interest accrues daily at 4% a year above:
(a) for invoices in pounds sterling, the Bank of England base rate;
(b) for invoices in US dollars, the effective federal funds rate published by the Federal Reserve Bank of New York;
(c) for invoices in any other currency, the main policy interest rate of the central bank that issues that currency.

The rate used is the one in force on the due date.

If an amount is overdue, we will tell you in writing. If it is still unpaid 14 days after that notice, we may suspend the Services until it is paid. You also pay our reasonable costs of collecting overdue amounts, including legal fees.

5.6 Price changes.
(a) We may change our prices on 30 days' written notice. A change applies from the first billing period that starts after the notice period ends. Prices you have prepaid do not change for the period you have prepaid.
(b) If a price change raises the rates for an Order Form with committed Fees during its committed term, you may end that Order Form by notice before the change applies. You then pay Fees only up to the end date, and clause 6.4(b) does not apply to the rest of the commitment.

5.7 Third-party charges caused by your use. If a carrier, regulator or other authority charges us a fine, penalty or fee because of how you or your Users use the Services, you pay it so far as the law allows, except to the extent our breach of the Agreement caused it.

5.8 Carrier and registration charges. We may pass on, at cost, any new or increased charge that a carrier, a messaging platform or a numbering or registration body applies to the calls, messages or numbers in your account. We tell you as early as we can. The charge applies from when it applies to us, and it is not a price change under clause 5.6.

5.9 Usage limits. We may set reasonable limits on usage, or ask for a deposit or advance payment, where your usage rises sharply, your payments are late or we suspect fraud. We tell you before a limit applies unless fraud makes that impractical.

6. Term, renewal and termination

6.1 Term. The Agreement starts when the first Order Form is signed and continues while any Order Form is in effect.

6.2 Renewal. Each Order Form runs for the term it states. Unless it says otherwise, it then renews for periods of the same length, until either party gives notice. Notice must arrive at least 30 days before the end of the current term or, for monthly terms, before the next billing date.

6.3 Termination for breach. Either party may end the Agreement or an Order Form by written notice if the other party:
(a) materially breaches the Agreement and does not fix the breach within 30 days of receiving written notice describing it;
(b) is insolvent. This includes entering administration, liquidation or bankruptcy and making an arrangement with its creditors. This right applies only to the extent the law allows termination for that reason.

6.3A Ending for misuse. We may end the Agreement or an Order Form at once by written notice if you or your Users:
(a) breach the Acceptable Use Policy or the Agent and Communications Terms in a way that cannot be fixed, or that leads a carrier, regulator or provider to act against us; or
(b) materially breach either of them again within 12 months after we told you about an earlier breach.

6.4 When the Agreement or an Order Form ends. When the Agreement or an Order Form ends, for the Services it covers:
(a) your right to use the Services ends, except to export Customer Data under (c);
(b) you pay all Fees for the Services provided up to the end date. You also pay any Fees committed for the rest of the Order Form's term, unless it ended:
(i) because you ended it under clause 6.3; or
(ii) under clause 5.6(b), 6.5, 6.6, 12.2(c), 13.3(c), 16.3 or 17.5, under clause 1.7 of the Service Levels and Support terms, or under clause A.4(b) of the Data Processing Agreement because an objection you made to a new Subprocessor was not resolved;
(c) for 30 days you can export your Customer Data in the formats the Services offer or ask us to export it for you, at no charge. After that we delete it as the Data Processing Agreement describes. This does not apply to De-identified Data or Usage Data;
(d) clauses 3.3, 4.1, 4.4, 4.6, 4.7, 5, 6.4, the last sentence of 7.2, 8, 9.1, 9.2, 9.4, 10, 11, 12, 13, 14, 15 and 17 of these Terms of Service, clauses 2.2(e), 2.2(f), 4.4(e), 9 and 10 of the Agent and Communications Terms, clause 6 of the Acceptable Use Policy and the Data Processing Agreement, as its clause 1.1 describes, continue to apply, as does any other term of the Agreement that by its nature is meant to continue;
(e) rights and liabilities that arose before the end date are not affected.

We keep a record of how the Services were set up and used in your account, as clause 10.4A of the Data Processing Agreement describes.

6.5 When a provider withdraws a service. If a provider we rely on stops offering something we need for a Service, and we cannot replace it on reasonable terms, we may end that Service on at least 30 days' notice, or less if the provider gives us less. We refund any Fees you prepaid for the period after it ends.

6.6 Ending a Service for everyone. We may stop offering a Service to all our customers on at least 90 days' notice. That Service ends for you on the date in our notice, and we refund any Fees you prepaid for it for the period after that date.

7. Suspension

7.1 When we may suspend. We may suspend all or part of the Services:
(a) for non-payment, as described in clause 5.5;
(b) immediately, if it is needed to comply with the law or a carrier's or regulator's requirement, to deal with a security risk or because a provider we rely on has suspended or restricted us;
(c) immediately, if we reasonably believe that you or your Users have breached the Acceptable Use Policy or the Agent and Communications Terms in a way that risks harm to anyone, legal liability or action against us by a carrier, regulator or provider;
(d) for any other breach of those documents, if you do not fix it within 5 working days of our notice.

7.2 How we suspend. We limit a suspension to the Agents, numbers, Users or features concerned where we can. We tell you as soon as we reasonably can and restore the Services once the reason has been dealt with. Fees continue during a suspension under clause 7.1(a), (c) or (d), or under clause 7.1(b) where your or your Users' conduct caused it. We are not liable for any loss caused by a suspension made in line with this clause 7.

8. Customer Data and how we use data

8.1 Your data. You own the Customer Data. You give us a worldwide, non-exclusive, royalty-free licence to host, copy, process, transmit and use Customer Data:
(a) to provide, secure and support the Services for you;
(b) to improve the Services for you;
(c) as clause 8.2 describes.

8.2 De-identified Data. By using the Services, you accept that we create De-identified Data from the Customer Data in your account and use it as this clause describes. You confirm that you are entitled to accept this for all Customer Data in your account, including data you hold for your clients.
(a) We own De-identified Data.
(b) We may use De-identified Data for any purpose, during and after the Agreement. This includes training, testing, evaluating and improving our Agents, models and Services, and developing new products and services for all our customers.
(c) We will not try to re-identify you, your clients, any individual or any property from De-identified Data, and we require anyone we share it with to give the same promise.
(d) We never use a person's voice to identify them. We use call audio to create De-identified Data only after removing everything that identifies a person, including their voice.
(e) The Data Processing Agreement records this as your instruction.
(f) We own all models, insights, improvements and other results we create using De-identified Data or Usage Data.
(g) If we find that data we treated as De-identified Data can identify you, your clients, any individual or any property, we delete it or de-identify it again. Until we have, we treat it as Customer Data.

8.3 Usage Data. We own Usage Data. We may use it to run, secure, support and improve the Services and our business. We will not share it with third parties in a form that identifies you.

8.4 What we do not do. We do not sell Customer Data. We do not allow our providers to use Customer Data to train AI models, except to detect fraud and abuse of their own services where their terms allow it.

8.5 Data protection. Clause 15 covers data protection and security.

8.6 Similar outputs. The Agents may produce the same or similar Outputs for other customers. Your rights in your Outputs do not extend to outputs produced for anyone else, or to our templates, standard wording and methods, even where they appear in your Outputs.

9. Intellectual property

9.1 Ours. We and our licensors own the Services and everything we use to provide them, including:

  • software, Agents, models, prompts and workflows;
  • configurations, templates and Documentation;
  • all improvements to them, including improvements made using Feedback, and Agent Setups.

To the extent you have any rights in Agent Setups, you assign them to us. This does not cover Customer Data or your materials. Apart from the rights expressly granted in the Agreement, you receive no rights in what we own.

9.2 Yours. You keep all rights in the Customer Data and your materials. You give us a non-exclusive, royalty-free licence to use your materials in Agent Setups for as long as we provide the Services to you.

9.3 Your right to use the Services. During the term of each Order Form, we give you a non-exclusive, non-transferable, non-sublicensable right to use the Services, and to let your Users use them, for your business in line with the Agreement.

9.4 Feedback. "Feedback" means ideas, suggestions, requests and other feedback about the Services from you or your Users.
(a) You assign to us all rights in Feedback.
(b) Where an assignment is not possible, you give us a perpetual, irrevocable, worldwide, royalty-free, transferable and sublicensable licence to use it for any purpose.
(c) We may use Feedback without restriction, attribution or payment to you.
(d) You will not claim any right in the products, features or services we develop using it.

10. Confidentiality

10.1 What is confidential. Confidential information means non-public information one party gives the other that is marked as confidential or that a reasonable person would understand to be confidential. Customer Data is your confidential information. The Agreement's pricing and the non-public parts of the Services are ours.

10.2 What is not confidential. It does not include information that:

  • is or becomes public through no fault of the receiving party;
  • the receiving party already had without a duty of confidence;
  • the receiving party received from someone else without a duty of confidence;
  • the receiving party developed independently.

10.3 Using and protecting it. Each party:
(a) uses the other's confidential information only for the Agreement;
(b) shares it only with its employees, contractors, advisers and service providers who need it for the Agreement and are bound by similar duties;
(c) protects it with at least reasonable care.

A party may disclose confidential information where the law or a court requires it, after telling the other party where the law allows.

10.4 How long it lasts. These duties last during the Agreement and for five years after it ends, and for as long as the information remains a trade secret.

10.5 Our data. Clause 10 does not limit our use of De-identified Data, Usage Data or Feedback as clauses 8.2, 8.3 and 9.4 allow.

10.6 Residual knowledge. Each party may use the general skills, know-how and experience its people keep in unaided memory from working under the Agreement. This does not allow either party to disclose the other's confidential information or to use Customer Data, trade secrets or intellectual property.

11. Publicity

We may name you as a customer and show your name and logo on our website and in our marketing materials. We will ask for your approval before publishing a case study, press release or quote about you. We follow any reasonable brand guidelines you give us. After the Agreement ends we stop adding your name and logo to new materials within 30 days, but we need not withdraw materials already published.

12. Warranties

12.1 Our warranty. We warrant that the Services will perform materially as described in the Order Form, any scope of works and the Documentation.

12.2 If our warranty is not met.
(a) Tell us in writing within 30 days of becoming aware of the problem, with enough detail for us to reproduce it.
(b) We then have 30 days from your notice to fix it or give you a reasonable workaround. If we are working on a fix and tell you our plan, that period extends by up to a further 30 days.
(c) If we do neither within that time, you may end the affected Service by written notice. We will refund any Fees you prepaid for it for the period after it ends.
(d) This clause sets out your only remedies for breach of clause 12.1.

12.3 Both parties. Each party warrants that it has the authority to enter into the Agreement.

12.4 Your warranty. You warrant that:
(a) you have the rights you need to provide the Customer Data and to let us process it under the Agreement;
(b) you have the lawful basis, notices and consents needed for the Agents to contact your Contacts and to record calls.

12.5 What we do not promise. Except as the Agreement expressly states, the Services are provided "as is" and "as available".
(a) We do not warrant that the Services will be uninterrupted or error-free.
(b) We do not warrant that Outputs will be accurate, complete or suitable for a particular purpose. Outputs can be wrong and can vary.
(c) The Services do not provide legal, safety, financial or other professional advice.
(d) We are not responsible for failures or outages of:

  • telecoms carriers and networks or the internet;
  • Third-party Providers;
  • systems that you or your suppliers provide.

(e) We do not warrant that the Services will achieve any particular result, such as a response time, a completion rate or a saving, even where an Order Form or scope of works gives a target, estimate or example.
(f) You are responsible for the decisions you make and the actions you take based on Outputs, as clause 12.6 describes.
(g) We exclude all other warranties and conditions, express or implied, to the extent the law allows, including those of merchantability, fitness for a particular purpose and non-infringement.

12.6 Outputs and Agent actions are your responsibility.
(a) The Agents act under the setup you approve, including its rules, approval levels, wording and data.
(b) An Agent action is anything an Agent says, writes, decides or does, or fails to say, write, decide or do, while it runs.
(c) A platform defect is a failure of the Services to run as the Documentation describes, such as Users being unable to log in or the Agents being unable to place, receive or connect calls or messages. A failure of a property in clause 1.1A of the Agent and Communications Terms is a platform defect. A platform defect does not include any other Agent action.
(d) You are responsible for Outputs and Agent actions, including any mistake in them, however it arises. This applies even where an act or omission of ours, whether negligent or not, in setting up, running or improving the Agents contributed to it. A mistake in an Output or an Agent action is not a breach of the Agreement by us, including of clause 12.1. Clause 12.2 is your remedy for a platform defect.
(e) We are not liable to you for any loss arising from an Output or an Agent action, however it arises.
(f) Paragraph (e) applies even where an act or omission of ours, whether negligent or not, in setting up, running or improving the Agents contributed to the loss. If a court does not enforce this paragraph (f), paragraph (e) still applies in every other case, and clause 14 applies.
(g) Paragraphs (d), (e) and (f) do not apply to our gross negligence, wilful misconduct or fraud, or to any liability that the law does not allow us to exclude.

12.7 Why the risk is shared this way. You choose who the Agents contact and what they say and do, you approve the setup, and you can require a person's approval for any step. We cannot see or control your work, your Contacts or your clients. Our Fees are set on that basis and would be higher if we carried these risks. Each party has had the chance to take advice and to insure against the risks it carries.

13. Indemnities

13.1 Ours. We will defend you against any third-party claim that the Services, as provided by us and used in line with the Agreement, infringe that third party's intellectual property rights under the laws of the United States, the United Kingdom or a member state of the European Union. We will pay the damages and costs finally awarded against you, or agreed by us in a settlement.

13.2 When ours does not apply. We have no obligation under clause 13.1 for claims caused by:

  • Customer Data, Outputs or your materials;
  • combining the Services with anything we did not provide;
  • changes made by anyone other than us;
  • use that breaches the Agreement;
  • continued use after we have given you a non-infringing alternative.

13.3 Our options. If the Services are, or we think they may become, the subject of such a claim, we may:
(a) get you the right to keep using them;
(b) modify or replace them so they no longer infringe;
(c) if neither is reasonably possible, end the affected Service and refund any Fees you prepaid for the period after it ends.

13.4 Yours. You will defend us against any third-party claim, including by a regulator, carrier or Contact, and pay the damages, costs, fines and penalties that result (fines and penalties so far as the law allows them to be recovered from you), to the extent the claim arises from:
(a) data and materials you or your Users put into the Services, or the instructions, settings and configurations you give the Agents;
(b) communications made through the Services on your behalf, including any lack of consent, notice or opt-out, or any breach of telemarketing, call-recording or messaging law;
(c) a breach of the Acceptable Use Policy or the Agent and Communications Terms by you or your Users;
(d) claims by your clients, staff, Contacts, contractors or anyone else relating to your services or the work carried out in any property, including the condition of any property that you or your clients look after and any injury, death, loss or damage connected with that work;
(e) Outputs and Agent actions, including any mistake in them.

13.4A When yours does not apply. Clause 13.4 does not cover a claim to the extent it was caused by our breach of the Agreement, our gross negligence, wilful misconduct or fraud. A mistake in an Output or an Agent action is not our breach. Otherwise clause 13.4 applies however the claim arises, including where an act or omission of ours, whether negligent or not, in setting up, running or improving the Agents contributed to it.

13.5 How claims are handled.
(a) The party asking for protection tells the other party about the claim promptly. A delay reduces the other party's obligations only to the extent the delay harms its defence.
(b) The defending party controls the defence and settlement, and the protected party gives reasonable help at the defending party's cost.
(c) Where we are the protected party and the claim is brought by a regulator, carrier or provider, or concerns our own compliance with the law, we may control the defence ourselves instead. You then pay our reasonable costs of the defence as well as the amounts in clause 13.4, and we keep you informed.
(d) If the defending party does not take up the defence promptly, the protected party may defend the claim itself at the defending party's cost.
(e) The defending party may not settle a claim in a way that admits fault by, or imposes an obligation on, the protected party without its consent.

13.6 Only remedy for infringement. Clauses 13.1 to 13.3 state our entire liability, and your only remedy, for claims that the Services infringe intellectual property rights.

14. Limitation of liability

14.1 Losses excluded. Neither party is liable to the other for any indirect, special, consequential, punitive or exemplary loss. Neither party is liable for loss of profits, revenue, business, goodwill, anticipated savings or data, whether direct or indirect, and however the loss arises.

14.2 Cap. Each party's total liability arising out of or in connection with the Agreement, whether in contract, tort (including negligence) or otherwise, is limited to the Fees paid and payable by you under the Agreement in the 12 months before the event giving rise to the claim.

14.3 What the cap does not apply to. Clauses 14.1 and 14.2 do not limit:
(a) your obligation to pay the Fees and any other amounts due under the Agreement, including under clauses 5.5 and 5.7;
(b) either party's obligations under clause 13 (Indemnities);
(c) your liability for breach of the Acceptable Use Policy or the Agent and Communications Terms;
(d) liability for fraud, gross negligence or wilful misconduct;
(e) any liability that cannot be limited or excluded by law;
(f) your liability for breach of clause 4.4 (Restrictions).

14.4 Limits still apply. Clauses 14.1 and 14.2 apply even if a remedy in the Agreement fails of its essential purpose.

15. Data protection and security

The Data Processing Agreement forms part of the Agreement and applies when we process personal data on your behalf. We protect Customer Data with the measures described at heyfixit.ai/legal/security.

16. Changes to these terms

16.1 How we change the terms. We may update these Terms of Service, the Agent and Communications Terms, the Service Levels and Support terms, the Acceptable Use Policy, the Data Processing Agreement, the security measures at heyfixit.ai/legal/security and the country-specific terms. We give at least 30 days' notice:

  • by email to the notice address in your Order Form;
  • by posting the new version on heyfixit.ai/legal.

16.2 Changes that can apply sooner. A change needed to comply with the law or a carrier's or regulator's requirement, or to deal with a security risk, can apply sooner. We tell you as early as we can. An update to the security measures that does not reduce the overall protection of Customer Data applies when we publish it.

16.3 When a change applies. A change applies from the date stated in the notice. Your continued use of the Services after that date means you accept it. If a change materially reduces your rights or our obligations, you may instead end the affected Order Form by notice before the change applies.

16.4 What does not change. The Fees, term and other commercial terms in a signed Order Form change only by written agreement of both parties, or as clause 5.6 allows for prices.

16.5 Earlier versions. We keep earlier versions of each document at heyfixit.ai/legal, with their dates.

16.6 Limits on changes.
(a) A change does not apply to a claim or dispute about events before it takes effect.
(b) During the term of an Order Form, a change will not reduce our obligations on confidentiality, Customer Data, data protection or security below what Article 28 and Article 32 of the UK GDPR and the EU GDPR require.

17. General

17.1 Governing law. The Agreement, and any dispute arising out of it or in connection with it, is governed by the laws of the State of Delaware, United States, without regard to its conflict-of-laws rules. The data transfer clauses in the Data Processing Agreement are governed by the law those clauses name. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

17.2 Courts. The state and federal courts located in New Castle County, Delaware have exclusive jurisdiction over any dispute arising out of or in connection with the Agreement. Either party may seek urgent relief in any court to protect its confidential information or intellectual property. Either party may also bring a claim for money owed to it under the Agreement in the courts of the country where the other party has its registered office or main place of business. Each party waives any objection to the courts named in this clause on the grounds of venue or inconvenient forum. Each party waives its right to a jury trial in any dispute arising out of or in connection with the Agreement. This clause does not limit the law, courts or third-party rights that the transfer clauses set, the rights of data subjects under the law, or a regulator's powers.

17.3 Notices.
(a) Notices to us go to legal@heyfixit.ai.
(b) Notices to you go to the notice email address in your Order Form.
(c) A notice sent by email takes effect when sent, unless the sender receives a message that it was not delivered.
(d) We each also send a copy of any notice of breach or termination to the other's registered office. A notice sent by email under (c) is still effective without it.
(e) Either party may change its notice email address by notice to the other.

17.4 Assignment. Neither party may transfer the Agreement without the other's written consent, which may not be unreasonably withheld. Either party may transfer it without consent to an Affiliate, or to a successor in a merger, acquisition or sale of all or most of its business or assets, if the transferee takes on all its obligations and the transferring party tells the other. You may not transfer it in this way to a business that competes with us, or while any amount you owe us is overdue.

17.5 Events beyond control. Neither party is liable for a delay or failure caused by events beyond its reasonable control. These include:

  • failures or outages of telecoms carriers or the internet;
  • failures or outages of Third-party Providers;
  • natural disasters, epidemics, war, terrorism, civil unrest and strikes;
  • acts of government.

If an event beyond a party's control stops it performing for more than 30 days in a row, either party may end the affected Order Form by notice. This clause does not excuse payment obligations.

17.6 Relationship. The parties are independent contractors. The Agreement does not create a partnership, joint venture, agency or employment relationship. Nothing in the Agreement stops us from providing similar services to anyone else.

17.7 No third-party rights. No one other than the parties has any right to enforce the Agreement, except data subjects under the transfer clauses in the Data Processing Agreement.

17.8 Compliance.
(a) Each party complies with the anti-bribery and anti-corruption, sanctions, export control and modern slavery laws that apply to it in connection with the Agreement.
(b) Sanctions and export control. You confirm that neither you, nor anyone who owns or controls you, nor any User is named on a US, UK, EU or UN sanctions list or is located in a country or region subject to comprehensive US or UK sanctions. You will not let anyone use the Services in breach of sanctions or export control laws, and you will tell us at once if any of this changes. We may suspend the Services or end the Agreement immediately if this clause is breached.

17.9 Whole agreement. The Agreement is the whole agreement between the parties about its subject matter and replaces any earlier agreements, proposals and discussions about it. Each party confirms it has not relied on any statement that is not in the Agreement. This does not limit liability for fraud or fraudulent misrepresentation.

17.10 Time limit for claims. A party must bring any claim arising out of or in connection with the Agreement within one year after the cause of action arises. This does not apply to:
(a) claims for Fees or other amounts due;
(b) claims under clause 13 (Indemnities), which may be brought up to one year after the third-party claim is made;
(c) claims for breach of clause 4.4, the Acceptable Use Policy or the Agent and Communications Terms, or for misuse of the other party's confidential information or intellectual property.

17.11 Other terms.
(a) If a court finds part of the Agreement unenforceable, that part applies with the smallest change needed to make it enforceable or, if that is not possible, it is removed. The rest continues to apply.
(b) A delay or failure to enforce a right is not a waiver of it.
(c) The Agreement may be signed electronically and in counterparts.
(d) Headings do not affect interpretation.
(e) "Including" means "including without limitation".
(f) "Writing" and "written" include email. "Days" means calendar days. A reference to a law includes it as amended or replaced. The singular includes the plural.

17.12 Laws that cannot be excluded. Some laws give rights or impose duties that a contract cannot exclude or change. The Agreement applies subject to them, and each limit and exclusion in it applies to the fullest extent those laws allow. Where such a law lets us limit our liability for failing to meet a guarantee or condition it implies, our liability is limited, at our choice, to supplying the Services again or paying the cost of having them supplied again.

17.13 Business use. You enter into the Agreement for your business and not as a consumer.

17.14 Language. The Agreement is in English. Each party has asked for it, and for every notice and document under it, to be in English. If it is translated, the English version prevails.