Terms & Conditions

In these Terms & Conditions, the following terms have the meanings set out below:

• "iPaha Ltd", "we", "us", "our" — iPaha Ltd, a company registered in England and Wales, operating at ipaha.co.uk.
• "Client", "you", "your" — any individual or business that engages iPaha Ltd for services or uses our website.
• "Services" — AI agent development, custom software development, website design and development, system integration, consultancy, and any related services provided by iPaha Ltd.
• "Project" — a specific scope of work agreed between iPaha Ltd and a client, as described in a project proposal, statement of work, or written agreement.
• "Deliverables" — all work product, code, designs, documents, and other materials produced by iPaha Ltd as part of a project.
• "Website" — the iPaha Ltd website at www.ipaha.co.uk and any associated sub-domains.
• "Intellectual Property" — patents, copyrights, trademarks, trade secrets, database rights, and all other intellectual property rights, whether registered or unregistered.
• "Confidential Information" — any non-public information disclosed by either party in connection with the services, including business plans, client data, technical specifications, and pricing.

By accessing or using our website, submitting a consultation enquiry, or engaging iPaha Ltd for any services, you confirm that you have read, understood, and agree to be bound by these Terms & Conditions and our Privacy Policy.

If you are entering into these terms on behalf of a business or other organisation, you represent that you have the authority to bind that entity to these terms. The term "you" in such cases refers to both you and that entity.

If you do not agree to these terms, you must not use our website or engage our services.

iPaha Ltd provides the following services to UK small service businesses:

• AI agent development and business automation systems
• Custom software development (web applications, dashboards, booking systems, client portals)
• Smart business website design and development
• System integration and technical consultancy
• Ongoing support and maintenance of delivered systems

3.1 Free consultation

We offer a free 30-minute consultation call. This is provided with no obligation to proceed. Information shared during a consultation is kept confidential. The consultation does not create a contractual relationship for services — a separate written agreement is required before any project work begins.

3.2 Project engagements

All project engagements begin with a written proposal or statement of work specifying the scope, deliverables, timeline, and fees. Work does not commence until the proposal has been accepted in writing (including by email) and an initial payment has been received where applicable.

3.3 Service availability

We do not guarantee the availability of our services to any particular client. We reserve the right to decline or discontinue providing services at our reasonable discretion, subject to any existing contractual obligations.

3.4 Third-party services

Our services may incorporate or integrate with third-party products and platforms (such as booking systems, payment providers, or AI APIs). We are not responsible for the availability, functionality, or terms of those third-party services. We will always use commercially reasonable efforts to select reliable providers and inform you of any dependencies.

To enable us to deliver services effectively, you agree to:

• Provide accurate information: Supply accurate, complete, and up-to-date information about your business, requirements, and any relevant constraints. We rely on this information to scope and build your project.
• Timely responses: Respond to queries, provide feedback, and approve deliverables within the timeframes agreed in the project SOW. Delays on your part may affect project timelines.
• Access and permissions: Grant us reasonable access to systems, accounts, and information necessary to deliver the agreed services. You are responsible for ensuring you have the right to grant such access.
• Lawful use: Use our deliverables only for lawful purposes and in accordance with all applicable laws and regulations.
• Third-party rights: Ensure that any materials, content, or data you provide to us do not infringe any third-party intellectual property or other rights.
• System security: Maintain appropriate security for any credentials or access we provide during the project. Promptly notify us of any suspected security incidents.

Failure to meet these obligations may result in delays, additional costs, or an inability to complete the project. Any additional costs incurred as a direct result of your failure to provide required information or access in a timely manner may be charged to you.

5.1 Project fees

Fees for each project are set out in the project proposal. We typically invoice on a phase-by-phase basis — an invoice is raised upon completion of each agreed project phase. All fees are quoted and payable in GBP (£).

5.2 Payment terms

Unless otherwise agreed in writing:

• Invoices are due within 14 calendar days of the invoice date.
• Payment is accepted by bank transfer (BACS) or card payment where available.
• An initial deposit (typically 25–50% of the total project fee) may be required before work commences, as specified in the project proposal.

5.3 Late payment

In accordance with the Late Payment of Commercial Debts (Interest) Act 1998, we reserve the right to charge statutory interest at 8% above the Bank of England base rate on overdue invoices. We may also suspend work on your project until outstanding invoices are settled.

5.4 Expenses

Any out-of-pocket expenses (such as third-party service subscriptions, domain registrations, or stock assets) incurred on your behalf will be pre-approved and added to the relevant invoice with supporting documentation.

5.5 Price changes

We may revise our fee structures for new engagements with reasonable notice. Fees for projects already in progress will not change unless the scope materially changes, in which case a change request will be agreed in writing before additional work is carried out.

6.1 Client ownership of deliverables

Upon receipt of full and final payment for a project, iPaha Ltd assigns to you all intellectual property rights in the custom deliverables created specifically for your project, including source code, designs, and written content produced exclusively for you.

6.2 iPaha Ltd retained rights

Notwithstanding the above, iPaha Ltd retains ownership of:

• Pre-existing IP: Any tools, frameworks, libraries, or methodologies developed by iPaha Ltd prior to or independently of your project.
• General knowledge: Skills, experience, and know-how acquired during the project that are not specific to your business.
• Third-party components: Open-source software, licensed libraries, or third-party services incorporated into your deliverables (subject to their own licence terms).

Where deliverables incorporate pre-existing or third-party IP, we grant you a perpetual, royalty-free licence to use that IP as part of your deliverables.

6.3 Your materials

You retain all intellectual property rights in materials you provide to us (such as your branding, content, and business information). You grant us a limited, non-exclusive licence to use such materials solely for the purpose of delivering the agreed services.

6.4 Portfolio

Unless you request otherwise in writing, we may reference your business name and the general nature of the services provided in our portfolio and case studies. We will not disclose confidential details without your explicit permission.

Both parties agree to keep confidential all Confidential Information received from the other party and to use it only for the purpose of delivering or receiving the agreed services.

This obligation does not apply to information that:

• Is or becomes publicly available through no fault of the receiving party
• Was already known to the receiving party without restriction
• Is independently developed by the receiving party without use of the disclosing party's confidential information
• Is required to be disclosed by law, regulation, or court order (in which case prompt notice will be given where legally permitted)

These confidentiality obligations survive the termination or expiry of any project engagement for a period of 5 years.

8.1 iPaha Ltd warranties

We warrant that:

• We have the right to enter into agreements for the services we provide
• Our services will be performed with reasonable skill and care
• Deliverables will materially conform to the agreed specification at the time of delivery
• We will promptly correct material defects reported within 30 days of delivery at no additional charge

8.2 Disclaimers

To the maximum extent permitted by law:

• We do not warrant that the website is error-free or uninterrupted, or that defects will be corrected.
• AI-generated content produced by our systems (including the website chatbot) may contain inaccuracies. It is not a substitute for professional legal, financial, or other regulated advice.
• Results described in case studies or marketing materials are illustrative of what has been achieved and are not a guarantee of similar results for your business.
• We are not responsible for the content, availability, or performance of third-party websites linked from our website.

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

Subject to Section 8.2 above, our total aggregate liability to you (whether in contract, tort including negligence, breach of statutory duty, or otherwise) arising out of or in connection with any project or use of our website shall not exceed:

• For project engagements: the total fees paid by you to iPaha Ltd for the specific project giving rise to the claim in the 12 months preceding the event giving rise to the claim.
• For website use: £100.

In no event will iPaha Ltd be liable for:

• Loss of profit, revenue, or anticipated savings
• Loss of business, contracts, or goodwill
• Loss or corruption of data (beyond our reasonable backup obligations)
• Indirect, consequential, special, incidental, or punitive damages

These limitations apply even if iPaha Ltd has been advised of the possibility of such losses and reflect a fair and reasonable allocation of risk between the parties given the fees charged.

10.1 Termination by either party

Either party may terminate a project engagement by giving 30 days' written notice. On termination:

• You will pay for all work completed and expenses incurred up to the termination date, calculated on a pro-rata basis of the total project fee.
• We will provide you with all completed and part-completed deliverables in a reasonable format.
• Any IP assignment under Section 6 applies only to fully paid deliverables.

10.2 Termination for cause

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

• Is in material breach of these terms and fails to remedy the breach within 14 days of written notice
• Becomes insolvent, enters administration, or is wound up
• Commits fraud or acts in a materially dishonest manner

10.3 Effect of termination

Termination does not affect any rights or obligations that have accrued prior to termination. Provisions that by their nature should survive termination (including confidentiality, IP ownership, and liability limitations) will continue to apply.

By using the iPaha Ltd website, you agree not to:

• Use the website in any way that violates applicable law or regulations
• Attempt to gain unauthorised access to any part of the website or its systems
• Transmit any unsolicited commercial communications (spam)
• Use automated tools to scrape, crawl, or extract data from the website without prior written consent
• Submit false or misleading information through any form on the website
• Introduce malicious code, viruses, or other harmful material

The content on our website (including text, images, and code) is the property of iPaha Ltd or its licensors and is protected by intellectual property law. You may not reproduce, distribute, or create derivative works from our website content without prior written permission.

These Terms & Conditions and any dispute or claim arising out of or in connection with them (including non-contractual disputes or claims) are governed by and construed in accordance with the laws of England and Wales.

The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these terms, subject to either party's right to seek emergency injunctive relief in any jurisdiction.

Dispute resolution

Before commencing formal legal proceedings, the parties agree to attempt in good faith to resolve any dispute through direct negotiation. Either party may initiate this by providing written notice of the dispute. If the dispute cannot be resolved within 30 days, either party may pursue their legal remedies.

We may update these Terms & Conditions from time to time. We will post the updated version on this page with the revised "Last Updated" date. For material changes that affect existing client engagements, we will provide at least 30 days' written notice.

Your continued use of our website or services after changes take effect constitutes acceptance of the updated terms. If you do not agree to the updated terms, you should stop using our website and, if applicable, give notice to terminate any active project engagement.

For any questions about these Terms & Conditions, please contact us:

If you believe our website or services infringe your rights, or if you have any other legal concern, please contact us at the address above in the first instance.