Edge Agentic Terms of Service

Version: 1.0 Effective date: 2026-05-25 Operating entity: Edge Agentic Limited Registered address: Winckford Close, Little Waltham, Chelmsford, Essex, CM3 3NU Companies House number: 17163199 ICO registration: ZC134801 (registered as EDGE AGENTIC LIMITED) Contact: architect@edgeagentic.co.uk

1. About these Terms

These Terms of Service ("Terms") govern your use of any AI system, software application, or related service ("System") that Edge Agentic ("we", "us", "our") designs, builds, and operates for you ("Client", "you", "your").

These Terms apply in addition to the specific commercial terms set out in your individual project contract ("Contract"), accepted by you via the click-to-agree contract page at edgeagentic.co.uk/contract. Where these Terms and the Contract conflict, the Contract takes precedence on commercial specifics (price, timeline, scope); these Terms govern the underlying legal relationship.

By signing your Contract you confirm that you have read, understood, and agreed to these Terms.

2. Definitions

3. Services

We design, build, and operate bespoke AI systems for small and medium-sized businesses. Our delivery pipeline has 22 defined stages, summarised as:

1. Design — initial scoping, solution architecture
2. Contract & Deposit — these Terms accepted, Contract signed, 20% deposit paid
3. Build — autonomous development crew constructs your System
4. UAT — you test the System after the 40% interim payment
5. Final Approval — you confirm satisfaction, pay the final 40%
6. Handover — production link, user documentation, and handover bundle delivered
7. Operation — ongoing operation under monthly Retainer

We commit to:

• Carry out the work with reasonable skill and care, consistent with industry standards for bespoke AI development.
• Communicate progress through the Contract, your project email thread, and the documents listed in Section 11.
• Deliver against the scope agreed in the Contract.

We do not commit to:

• A specific delivery date unless explicitly set out in the Contract.
• Any feature not explicitly listed in the agreed scope.
• Compatibility with infrastructure, integrations, or technologies not specified in the Contract.

4. Fees and Payment

4.1 Payment structure

Unless otherwise specified in the Contract, project fees are payable in three stages:

Each payment is a value-gate. We do not release the deliverable associated with the next stage until the corresponding payment is received in cleared funds.

4.2 Retainer

A monthly Retainer is mandatory and covers:

• Hosting, compute, and underlying infrastructure costs
• Routine maintenance, security patches, and dependency upkeep
• Bug fixes for defects in the original scope
• Reasonable response to operational issues

The Retainer rate is set in the Contract, typically 10–20% of total build cost annualised. The Retainer is invoiced monthly in advance.

4.3 Payment terms

All amounts are quoted in pounds sterling (GBP) and exclude VAT where applicable. Payment is via Stripe Checkout. Invoices are payable on receipt unless otherwise agreed.

4.4 Refunds

In line with our delivery model:

• The 20% deposit is refundable only if we have not begun development work and you cancel the project. Once work begins, the deposit is non-refundable.
• The 40% interim payment is non-refundable once paid, save in cases of material breach by us.
• The 40% final payment is non-refundable once paid.
• Retainer payments are non-refundable in the month of cancellation; cancellation takes effect from the start of the following month.

4.5 Late or non-payment

If payment is not received by the due date:

• We will send a reminder seven days after invoice
• We will follow up directly at fourteen days
• We may suspend access to the System (UAT environment, production deployment, or both) until payment is received in cleared funds

Persistent non-payment of the Retainer (over 30 days overdue) entitles us to terminate the licence to use the System under Section 9.

4.6 Service continuity is conditional on payment

Our obligation to perform any service under these Terms or the Contract is at all times conditional on you being up to date with payments owed.

During the Build Phase:

• If the interim payment (40%) is not received within 14 days of invoice, we are under no obligation to complete development work, deliver the UAT environment, or continue any work on your project.
• If the final payment (40%) is not received within 14 days of invoice, we are under no obligation to release the production link, handover documentation, access credentials, or any associated deliverables.

Post-handover:

• If the Retainer is not paid by its due date, we may suspend your access to the System until payment is received in cleared funds.
• If the Retainer is more than 30 days overdue, we may revoke your licence to use the System under Section 5.3 and remove your account access permanently, without further notice and without refund.

This conditionality is fundamental to our commercial model. We invest significant resources (development time, infrastructure, AI compute, ongoing hosting) in advance of payment. The payment gates exist to align our exposure with your commitment to the project. Non-payment terminates that alignment and the corresponding obligations on our side.

5. Intellectual Property and Licensing

5.1 What you are paying for

You are paying for:

1. The development work — our time, expertise, infrastructure, and processes to design and build a bespoke System that meets your scope.
2. A licence to use the resulting System — described in Section 5.3.

You are not paying for the underlying intellectual property in the System itself. This is fundamental to how we operate and how we are able to deliver bespoke AI systems at the price points we charge.

5.2 Our retained IP

Edge Agentic retains all intellectual property rights in:

• The source code of the System
• The underlying architecture, methodology, prompts, and build patterns
• Any reusable components, libraries, or templates incorporated into the System
• Documentation produced by us in the course of the build, save the user-facing documentation delivered to you under Section 11

5.3 Your licence

Subject to your continued payment of the Retainer and your compliance with these Terms, we grant you a non-exclusive, non-transferable, revocable licence to use the System for your internal business operations, for the term of the operational relationship.

The licence includes:

• Access to the production deployment of the System
• The right to use the System for your stated business purposes as described in the Contract
• The right to receive user-facing documentation describing how to operate the System

The licence does not include:

• The right to access, modify, copy, distribute, or reverse-engineer the source code
• The right to sublicense, resell, or transfer the System to a third party
• The right to use the System for any purpose materially different from the scope agreed in the Contract

5.4 Your data

You retain ownership of:

• All data you input into the System
• All data the System generates from your inputs (e.g. outputs, reports, recommendations)
• Your branding, content, and any third-party data you have a lawful right to provide

We act as data processor in respect of your data (see Section 7).

5.5 What happens if the licence ends

If your licence to use the System terminates (whether by you, by us, or by expiry):

• We will provide reasonable export of your data, in a commonly used machine-readable format, for up to 30 days after termination
• We will then retain your data for a further 60 days as a backup window
• After that, your data is deleted permanently
• You will no longer have access to the System
• We retain the right to reuse the underlying patterns, methods, and reusable code in future client engagements

6. Confidentiality

Each party will:

• Keep confidential any information marked as confidential, or that a reasonable person would consider confidential in context
• Use such information only for the purpose of the engagement
• Apply the same standard of care to it as to its own confidential information (no less than reasonable care)

This obligation continues for two years after the engagement ends.

Confidentiality does not apply to information that:

• Is already public through no breach of these Terms
• Was already known to the receiving party
• Is independently developed without reference to the disclosing party's information
• Must be disclosed by law or by a regulator

We may reference the fact that we have worked with you (your name, sector, and a high-level description of the type of System built) for marketing purposes, unless you opt out in writing.

7. Data Processing and Sub-Processors

7.1 Roles

For data you provide or that is generated within the System, you are the data controller and we are the data processor under the UK GDPR. We process personal data only on your documented instructions, set out in the Contract and these Terms.

7.2 Data residency

We host all production data within the United Kingdom and the European Union (specifically GCP europe-west2 for compute, and Supabase EU regions for application data). We will not transfer your data outside the UK/EU without your prior written consent.

7.3 Sub-processors

We rely on the following Sub-processors to operate the System:

A more detailed Sub-processor list, specific to your project's exact deployment, is provided in the handover documentation delivered at the end of the Build Phase, and in the solution document delivered at the start of the Build Phase. The list above represents our default stack; additional Sub-processors may be added with notice to you.

7.4 Anthropic-specific note

Where the System processes user-provided free-text content (e.g. UAT feedback, support requests, scoping bot input) through Anthropic's Claude API, that text is transmitted to Anthropic for processing. Anthropic does not train its production models on API content under our agreement with them. If you wish to opt out of any specific text being processed by Anthropic, contact us before submitting it.

7.5 Changes to Sub-processors

We may change Sub-processors with reasonable notice. We will email you at least 14 days before adding or replacing a Sub-processor that materially affects how your data is processed. You may object in writing within that 14-day window; if we cannot accommodate your objection, you may terminate the Contract under Section 9 without further liability.

7.6 Security

We apply reasonable technical and organisational measures to protect your data, including:

• Encryption in transit (TLS) and at rest
• Access control via per-client credentials and least-privilege IAM
• Audit logging of all data access by our team
• Regular dependency security patching
• Backup and recovery procedures

If we become aware of a personal data breach affecting your data, we will notify you without undue delay (and in any case within 72 hours of becoming aware).

8. Liability and Limitation

8.1 Our warranties

We warrant that:

• We will perform our services with reasonable skill and care
• The System, on delivery, will substantially conform to the scope agreed in the Contract

We do not warrant that:

• The System will be uninterrupted or error-free
• The System will be free of defects that emerge after delivery (these are dealt with under the Retainer)
• The System will meet any business outcome, financial result, or operational target unless explicitly guaranteed in the Contract

8.2 AI-specific disclaimer

The System uses large language models and other AI components. By their nature, these can produce outputs that are inaccurate, unexpected, or inappropriate. You are responsible for:

• Reviewing AI-generated outputs before relying on them for material decisions
• Setting and operating any guardrails or approval flows specified in the Contract
• Not using the System for purposes outside the agreed scope, especially regulated decisions (financial, medical, legal, safety-critical) unless the Contract explicitly covers them

8.3 Liability cap

To the maximum extent permitted by law, our total aggregate liability to you under or in connection with these Terms and the Contract, whether in contract, tort (including negligence), breach of statutory duty or otherwise, is limited to the total fees paid by you in the twelve months preceding the event giving rise to the claim.

8.4 Excluded losses

We are not liable for:

• Loss of profits, revenue, or business opportunity
• Loss of anticipated savings
• Loss or corruption of data, except where caused by our gross negligence
• Indirect or consequential loss

8.5 Liability we do not exclude

Nothing in these Terms limits or excludes our liability for:

• Death or personal injury caused by negligence
• Fraud or fraudulent misrepresentation
• Any other liability that cannot lawfully be excluded

9. Termination

9.1 Termination for convenience

You may terminate the Contract at any time on 30 days' written notice. Fees already paid under Section 4 are non-refundable per Section 4.4. The Retainer continues to be payable until the end of the notice period.

We may terminate the Contract on 60 days' written notice.

9.2 Termination for cause

Either party may terminate the Contract immediately by written notice if:

• The other party commits a material breach of these Terms or the Contract that is not remedied within 30 days of written notice
• The other party becomes insolvent, enters administration, or ceases to trade

We may also terminate the Contract immediately if your Retainer is more than 30 days overdue (per Section 4.6).

9.3 Consequences of termination

On termination:

• Your licence to use the System ends, subject to the data export window in Section 5.5
• Any outstanding sums become immediately payable
• Confidentiality obligations continue per Section 6
• We retain all IP per Section 5

10. Notices and Communications

Formal notices under these Terms must be in writing and sent to:

• To us: architect@edgeagentic.co.uk
• To you: the email address recorded on your Contract

Notice is deemed received the next working day after sending, provided no delivery failure notification is received.

Day-to-day project communication (build updates, feedback, support requests) uses the channels described in your Contract and the per-project documentation.

11. Documents You Receive

In the course of an engagement you will receive:

1. Solution Document — at the start of the Build Phase. Describes the System design, the LLMs and key Sub-processors that will be used for your specific project, and the agreed scope.
2. Per-project Contract — accepted at Contract signing. Sets out commercial terms specific to your project.
3. Interim invoice with screenshots — at dev-complete. Shows preview of the built functionality.
4. UAT email — after interim payment. Provides UAT environment access and feedback channel.
5. Final handover bundle — at the end of the Build Phase. Includes:

• Production URL and access credentials
• User documentation describing how to operate the System
• The full list of LLMs, Sub-processors, and integrations used for your specific project
• Architectural decision notes (where appropriate)
• Initial Retainer schedule

12. Jurisdiction and Governing Law

These Terms and any Contract entered into under them are governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction over any dispute.

We are committed to resolving any concern directly. Please email architect@edgeagentic.co.uk first; we will respond within five working days. If we cannot resolve a dispute through direct discussion, either party may refer it to mediation under the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure before commencing litigation.

13. Changes to These Terms

We may update these Terms from time to time. Material changes (those affecting your rights, fees, IP terms, data processing, or liability) will be notified to active Clients by email at least 30 days before they take effect.

Each version of these Terms is identified by a version number and effective date (see top of this document). Your Contract is bound to the version of these Terms in force at the time you signed it, save where you accept a later version explicitly.

You can view the current version of these Terms at any time at edgeagentic.co.uk/legal/terms.

14. General

• Entire agreement — These Terms and your Contract constitute the entire agreement between us in relation to the engagement.
• No assignment — You may not assign your rights or obligations without our written consent. We may assign to a successor entity in the event of restructuring or sale of our business, with notice to you.
• Severability — If any provision is found unenforceable, the remaining provisions continue in force.
• No waiver — Failure to enforce a right is not a waiver of that right.
• Third-party rights — A person who is not a party to these Terms has no right to enforce them under the Contracts (Rights of Third Parties) Act 1999.

Acceptance

By signing your Contract at edgeagentic.co.uk/contract, you confirm that you have read, understood, and agree to be bound by these Terms (Version 1.0, effective 2026-05-25).

Edge Agentic Limited is registered in England and Wales (Companies House 17163199) and registered with the UK Information Commissioner's Office as a data controller (ZC134801). These Terms were last reviewed and updated on 2026-05-25.