Business Services Agreement

Agreement and responsibilities

1. Parties, formation and precedence

1.1 “We” means ModelProp Ltd, registered in England and Wales under company number 15018178, whose registered office is Suite 3 The Palace Theatre, 156 High Street, Swansea, Wales, SA1 1NE. “You” means the customer identified there. These terms apply to business purchases. A person buying wholly or mainly outside their business must be offered appropriate consumer terms; a business checkbox does not remove consumer rights.

1.2 An agreement is formed when both parties expressly accept a completed order incorporating identified versions of these terms and its selected schedules. An acknowledgement of an enquiry is not acceptance. We will provide a copy of the agreement. Additional products require an additional agreed order or recorded variation.

1.3 Mandatory law prevails. For processing personal data, the Data Processing Agreement prevails. Otherwise an expressly negotiated order variation takes priority, followed by the relevant product schedule and then these terms. A marketing page or supplier policy does not silently amend an agreed order. Existing signed agreements remain effective until validly varied.

2. Service and implementation

2.1 We will provide the agreed services with reasonable care and skill and meet expressly agreed descriptions and commitments. AI can make mistakes. That limitation does not excuse our own breach, misleading claims or failure to perform an agreed check. No sales, lead volume, search ranking, investment return or third-party acceptance is guaranteed unless expressly agreed.

2.2 The order will distinguish live functionality, demonstration functionality and work still to be implemented. Delivery and billing milestones must be stated before acceptance. Integrations require verified authority, supported connections and agreed testing; a subscription alone does not authorise writes to a CRM, diary, website or public telephone route.

2.3 We will agree acceptance criteria and remedy material failures against the agreed scope. Silence alone is not acceptance of an incomplete implementation. A customer approval of one output is not approval of unrelated outputs. Any automatic-publishing arrangement must identify what has already been approved and how it can be stopped.

3. Customer cooperation and access

3.1 Provide accurate agency and property facts, lawful materials, relevant instructions and a named approver. Keep prices, staff, availability, recipients and permissions current. You remain responsible for your agency’s professional and regulatory decisions, including authority to market and required material information. We remain responsible for our own performance.

3.2 Give only necessary access through supported authorisation. Protect accounts, control team permissions and remove leavers. Tell us immediately when a presenter leaves or their permission ends, and before any planned departure takes effect, using the notice route in Schedule E. Do not assume we know about staff changes. Neither party may access another tenant’s data. Report suspected compromise promptly.

Charges and intellectual property

4. Fees, term and payment

4.1 Pay the charges expressly set out in the order. Business prices may be quoted excluding VAT only when clearly labelled; the order must also show tax treatment and the amount payable. No checkout add-on, usage charge, provider pass-through or work outside scope is chargeable without a stated, agreed charging basis.

4.2 Unless the order expressly agrees otherwise, a monthly plan renews monthly; cancel by email to support@modelprop.ai before the next billing date to stop that renewal, with access continuing to the end of the paid period. An annual plan is a 12-month commitment and expires without renewal unless renewal is expressly agreed. Any automatic annual renewal must be clearly selected in the order, with a reminder at least 30 days before renewal and cancellation available until the renewal date. A trial becomes paid only with express agreement to its price and first charge.

4.3 Allowances, usage definitions, rollover and overage treatment are those in the order. We will make usage information available where measured and raise anticipated excess reasonably promptly. We will not invent an excess rate or retrospectively replace agreed rollover. Provider rental, call usage, rendering and media licences must be allocated expressly.

4.4 Recurring price increases require the notice stated in the order, at least 30 days if none is stated, and take effect no earlier than the next renewal after that notice. Fixed prepaid periods are not repriced mid-term without agreement. You may stop the affected renewal before an increase takes effect. Refunds for our breach and accrued legal rights are preserved.

4.5 Cancellation for convenience does not refund an unused part of a paid month or committed annual term. For cancelled setup work, we may retain only the charge for work actually completed and approved, non-recoverable third-party costs, refunding the unearned balance. This does not affect refunds for our breach, service withdrawal or mandatory rights. Notify invoice disputes promptly; undisputed sums remain payable. Give notice and a reasonable opportunity to resolve overdue undisputed sums before suspension, except where immediate action is legally necessary; do not destroy customer data.

5. Content and intellectual property

5.1 You retain your materials and existing rights. You grant us a non-exclusive licence to use them only as necessary to provide the agreed service through authorised suppliers. This is not a licence to sell your data, publicly showcase your private materials, or train general-purpose models for unrelated purposes. Those activities require separate authority and lawful data processing.

5.2 Our software, templates, methods and pre-existing assets remain ours or our licensors’. Subject to payment, we assign to you any transferable rights we own in bespoke final deliverables, excluding those background assets and third-party material. We grant the licence needed to use embedded background assets for your agreed business purposes. Third-party restrictions must be disclosed before supply.

5.3 AI output may not be unique or protectable in every jurisdiction. We do not promise exclusive copyright. We also do not state that all AI outputs are incapable of copyright. You may use final paid deliverables after termination within the permissions granted, subject to likeness, music, stock and other disclosed third-party limits.

Data, appropriate use and changes

6. Privacy, confidentiality and security

6.1 Each party will comply with data-protection and electronic-marketing law for its processing. Where we process private agency data on your instructions, the completed Data Processing Agreement applies before access begins. Our Privacy Notice explains processing we control ourselves. Neither the contract nor a privacy acknowledgement is blanket data-protection consent.

6.2 We will protect confidential information, restrict access to people who need it and are bound to confidentiality, and use it only to perform the agreement. Exceptions cover information already lawfully public, independently developed or lawfully obtained without restriction. Required disclosures are permitted, with notice where lawful. These obligations survive termination.

6.3 Customer personal data, recordings, transcripts, documents and likeness material must not be repurposed for unrelated model training or marketing without a separate documented lawful basis and authority. Claims about provider training, storage location or deletion must reflect verified contracts and settings. Requests for rights or deletion are handled under law, including justified retention and backups; no clause removes individuals’ statutory remedies.

7. Appropriate use

7.1 Do not use the services for deception, impersonation without permission, unlawful discrimination, harassment, illegal marketing, infringement, security attacks or access to another customer’s data. Do not upload unnecessary identity, payment or sensitive records. Any necessary special-category data processing requires an agreed lawful arrangement in advance.

7.2 AI output does not authorise an unverified factual statement, financial promotion, legal assurance, offer acceptance, tenancy decision or contract on another person’s behalf. Human review and approval must match the risks and any commitments sold. If a dangerous or materially misleading output is identified, stop its use and cooperate on correction.

8. Changes and third parties

8.1 We may make reasonable maintenance, security and compatibility changes. Material reduction in paid functionality requires advance notice where practicable and an equivalent solution or the right to end the affected service with an appropriate refund for undelivered prepaid service. Necessary emergency measures may take effect sooner with prompt explanation.

8.2 We remain responsible for suppliers performing our contractual obligations; we do not exclude our responsibility simply because a third party is used. Your independently chosen services remain under their own contracts. Supplier outages are assessed by cause and the agreement, not automatically excused.

8.3 A material contractual change requires notice and any agreement required by law or the existing contract. New charges, broader content rights, unrelated processing and changed commitments cannot be imposed merely by editing a web page. Accepted versions and accrued claims remain preserved.

8.4 Neither party is liable for delay or non-performance caused by an event beyond its reasonable control that it could not reasonably prevent or overcome. The affected party must notify the other, take reasonable steps to reduce the effect and resume performance promptly. A supplier outage is covered only to that extent; this clause does not excuse our own failure to take reasonable care, payment for services already supplied or liability preserved by clause 10.1. If the affected service cannot be provided for 30 days, either party may end that service and we will refund prepaid charges for the undelivered part.

Exit, liability and disputes

9. Ending the agreement

9.1 Either party may stop a renewal using the order’s agreed route and notice period. Either may terminate for a material breach not remedied within 14 days after written notice identifying it, or immediately for an irremediable material breach or where law requires. Any insolvency provision is subject to legal restrictions on termination of supply.

9.2 On termination, stop new chargeable work and revoke unnecessary connections. You pay valid accrued charges, not an unagreed penalty. Where we terminate for convenience or you terminate for our material breach, refund the proportion of prepaid charges for service not delivered. Statutory remedies and the order’s expressly agreed cancellation arrangements remain effective.

9.3 Offer export of customer-provided data and agreed deliverables in a commonly usable format before account closure, with the access window stated in the order. Return or delete processor data as instructed under the DPA. Explain lawful retained records and backup expiry. Telephone numbers, account ownership and portability require a specific handover plan. Ending access must not silently destroy the only copy of customer records.

10. Responsibility and liability

10.1 Nothing excludes or limits death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any liability or statutory personal-data right that cannot lawfully be excluded or limited.

10.2 Subject to clause 10.1 and an expressly agreed alternative in the order, our total liability arising from or connected with an affected order in any 12-month contract period is capped at the fees paid or payable under that order for that period. For a subscription, the first period uses the contracted first 12 months’ fees; a one-off order uses its full price. A genuinely free trial uses the equivalent published 12-month plan fee, recorded before the trial. These are aggregate limits, not limits per claim, subject to applicable statutory reasonableness requirements.

10.3 Subject to clause 10.1 and applicable reasonableness requirements, we exclude indirect or consequential loss and business loss of profit, revenue, opportunity, anticipated savings and goodwill, whether direct or indirect. We are not responsible to the extent loss is caused by your unlawful or inaccurate materials, instructions, unapproved publication, or failure to report ended presenter permission as required by Schedule E. This does not excuse our own breach, known misuse or failure to act on notice. Each party must mitigate its loss. There is no automatic unlimited customer indemnity; any indemnity or separate data/IP cap must be expressly agreed.

11. Law, complaints and administration

11.1 England and Wales law applies, and its courts have exclusive jurisdiction for business disputes, subject to mandatory law. Contact support@modelprop.ai so we can try to resolve a concern. Mediation is optional by agreement and does not prevent urgent relief or a statutory complaint.

11.2 Notices go to the supplier and customer contacts in the order. Neither party may bind the other to third-party commitments. A business transfer must preserve contractual obligations and rights, with required notice. Invalid terms are severed only to the lawful extent; delayed enforcement is not waiver. Third parties have no contractual enforcement rights unless expressly granted.