Effective Date: 14 October 2026
Please read these terms carefully. They limit our liability to you and set out important acknowledgements about the nature of artificial intelligence, in particular that AI output can be wrong and must not be relied upon without human review.
These Terms and Conditions ("Terms") govern the supply of services by:
UX First Ltd
St Neot, Liskeard, Cornwall, PL14 6PZ, United Kingdom
Registered in England and Wales, company number 13779436
Contact: support@uxfirst.co.uk
In these Terms, "we", "us" and "our" mean UX First Ltd, and "you" and "Customer" mean the business that contracts with us for the Services.
These Terms apply to the exclusion of any other terms you seek to impose or incorporate, including any terms printed on or referred to in a purchase order or other document issued by you.
By placing an order, signing an order form or statement of work, or accessing or using the Services, you confirm that you accept these Terms and that you have authority to bind the Customer.
The Services are supplied for business purposes only. We do not supply to consumers, and you confirm that you are acquiring the Services in the course of a business.
We will supply the Services with reasonable care and skill. The specific scope, deliverables and any agreed service levels are those set out in the applicable order form, statement of work or proposal. Nothing said in marketing material, demonstrations or correspondence forms part of the Services unless expressly incorporated into that document.
We may modify, improve or replace components of the Services, including changing Model Providers or models, provided that we do not materially reduce the core functionality you are paying for.
Except as expressly set out in these Terms, all warranties, conditions and terms implied by statute or common law are excluded to the fullest extent permitted by law. In particular, we do not warrant that the Services or any AI Output will be accurate, complete, current, fit for any particular purpose, free from error, or uninterrupted.
You acknowledge and accept each of the following, and you accept that they are fundamental to the basis on which we price and supply the Services.
You accept full responsibility for your use of, and any reliance placed on, AI Output. To the fullest extent permitted by law, we are not responsible or liable for the content of AI Output, or for any act, omission, decision or outcome based on it.
The Services depend on Third-Party Services, including the Model Providers. You acknowledge that:
To the fullest extent permitted by law, we accept no liability for any act, omission, failure, outage, change, restriction or discontinuation of any Third-Party Service, or for any loss or damage arising from it, including where it renders the Services wholly or partly unavailable or causes AI Output to be delayed, degraded, withheld or incorrect.
We give no warranty or representation on behalf of any Model Provider, and nothing in these Terms makes us responsible for their performance.
The protections in these Terms are given on the basis that you will operate the Services responsibly. You agree that you will:
Where loss arises because you did not do the above, that loss is your responsibility.
We do not guarantee that the Services will be available, uninterrupted, timely or error-free. Unless we have expressly agreed a written service level agreement with you, the Services are provided on an "as available" basis.
The Services may be unavailable or degraded because of, among other things: planned or emergency maintenance; faults or outages in Third-Party Services including the Model Providers, hosting, networks and messaging platforms; rate limits or capacity constraints imposed by a Model Provider; changes made by a Third-Party Service; security incidents or mitigation measures; your own systems, credentials, configuration or connectivity; or events outside our reasonable control.
We may suspend the Services, in whole or in part, where we reasonably consider it necessary to protect the security, integrity or lawful operation of the Services, to comply with a legal or regulatory obligation or the requirements of a Third-Party Service, or where you have failed to pay sums due. Where practicable we will give you advance notice.
To the fullest extent permitted by law, we accept no liability for any unavailability, downtime, interruption, delay, degradation or outage of the Services or any Third-Party Service, or for any loss or damage arising from it.
8.1 Liability we do not and cannot exclude. Nothing in these Terms limits or excludes our liability for: death or personal injury caused by our negligence; fraud or fraudulent misrepresentation; breach of the obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or any other liability which cannot lawfully be limited or excluded.
8.2 Losses we exclude entirely. Subject to clause 8.1, we are not liable to you, whether in contract, tort (including negligence), breach of statutory duty, restitution or otherwise, for any of the following, even if foreseeable and even if we were advised of the possibility:
8.3 AI Output and Third-Party Services. Subject to clause 8.1, and without limiting clauses 4, 5 and 7, we have no liability whatsoever arising out of or in connection with: the content, accuracy, completeness or suitability of any AI Output; any reliance placed on AI Output by you or any End User; any act, omission, outage, change, restriction or discontinuation by any Model Provider or other Third-Party Service; or any unavailability, downtime or interruption of the Services.
8.4 Overall cap. Subject to clause 8.1, our total aggregate liability arising out of or in connection with these Terms and the Services, whether in contract, tort (including negligence), breach of statutory duty, restitution or otherwise, shall not exceed the total fees paid by you to us under the applicable order form or statement of work in the twelve (12) months immediately preceding the first event giving rise to the claim. Where the Services are supplied free of charge, on trial, or at nominal cost, our total aggregate liability shall not exceed one hundred pounds (£100).
8.5 Allocation of risk. You acknowledge that the limitations in this clause 8 reflect a reasonable allocation of risk between us, that they are reflected in the fees charged, that you are able to obtain insurance against the risks allocated to you, and that you have had the opportunity to take independent legal advice on them.
8.6 Time limit. Subject to clause 8.1, we have no liability in respect of any claim unless you notify us in writing with reasonable detail within twelve (12) months of the date on which you became aware, or ought reasonably to have become aware, of the circumstances giving rise to it.
You will indemnify us against all liabilities, costs, expenses, damages and losses (including reasonable legal fees) suffered or incurred by us arising out of or in connection with: your use of the Services or of any AI Output; any claim brought by an End User or other third party in connection with AI Output delivered through you; your breach of clause 6; your breach of any applicable law; or any claim that Customer Data infringes the rights of a third party.
Where we process personal data on your behalf in providing the Services, you are the controller and we are the processor, and we will process that personal data in accordance with your documented instructions and applicable data protection law.
You acknowledge and authorise that Customer Data may be transmitted to and processed by Model Providers and other Third-Party Services acting as our sub-processors, including where this involves transfers outside the United Kingdom, subject to appropriate safeguards. You are responsible for ensuring you have a lawful basis for such processing and for providing any required notices to data subjects.
Where required, the parties will enter into a separate data processing agreement, which will prevail over this clause 10 in the event of conflict. Our handling of personal data for which we are the controller is described in our Privacy Policy.
We retain all intellectual property rights in the Services, our platform, our software, our methodologies and anything we develop generally in the course of providing services, including any improvements arising from work performed for you. Where an order form or statement of work expressly assigns ownership of specific bespoke deliverables to you, that assignment takes effect on payment in full.
You retain all rights in Customer Data. You grant us a non-exclusive licence to use Customer Data to the extent necessary to provide, support, secure and improve the Services.
As between you and us, and to the extent such rights can subsist, AI Output generated for you is yours. We give no warranty that AI Output is original, non-infringing, or capable of protection by copyright, and you are responsible for checking its suitability before use.
Fees are as set out in the applicable order form, statement of work or proposal. Unless stated otherwise, fees are exclusive of VAT, payable within 30 days of invoice, and non-refundable. Usage-based charges are calculated from our records.
We may charge interest on overdue sums at 4% above the Bank of England base rate, accruing daily, and may suspend the Services while sums remain overdue. We may vary fees on 30 days' written notice, including where a Model Provider or other Third-Party Service changes its pricing to us.
These Terms apply from the earlier of your first use of the Services and the start date in the applicable order form, and continue until terminated in accordance with that document or this clause.
Either party may terminate immediately by written notice if the other commits a material breach which is not remedied within 30 days of written notice, or becomes insolvent or subject to an insolvency process.
We may terminate or suspend immediately where continuing to supply the Services would, in our reasonable opinion, breach applicable law or the terms of a Third-Party Service, or where a Model Provider withdraws access on which the Services depend.
On termination, your right to use the Services ends, accrued fees become due, and each party will return or delete the other's confidential information on request, subject to legal retention obligations. Clauses 4, 5, 8, 9, 10, 11, 14 and 17 survive termination.
Each party will keep confidential the other's non-public information disclosed in connection with the Services, use it only for the purposes of these Terms, and protect it with at least reasonable care. This does not apply to information that is or becomes public without breach, was lawfully known before disclosure, is independently developed, or is required to be disclosed by law or a regulator.
We are not liable for any failure or delay in performing our obligations caused by an event outside our reasonable control, including acts of God, war, terrorism, civil unrest, epidemic, industrial action, failure of utilities, telecommunications or internet infrastructure, cyber attack, denial of service, or the failure, outage, restriction or withdrawal of any Third-Party Service including any Model Provider.
Entire agreement. These Terms, together with the applicable order form or statement of work, constitute the entire agreement between us and supersede all prior discussions, proposals and representations. Neither party relies on any statement not expressly set out in them, save that nothing excludes liability for fraudulent misrepresentation. Where there is conflict, the order form or statement of work prevails over these Terms.
Variation. We may update these Terms from time to time by posting the revised version on this page. Material changes take effect 30 days after posting, or on renewal, whichever is earlier. Continued use of the Services after that date constitutes acceptance.
Assignment. You may not assign or transfer these Terms without our prior written consent. We may assign to a group company or in connection with a transfer of our business.
Third-party rights. No one other than the parties has any right to enforce these Terms under the Contracts (Rights of Third Parties) Act 1999.
Severance. If any provision is held to be invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable, or if that is not possible, severed, and the remaining provisions will continue in full force.
Waiver. No failure or delay in exercising a right constitutes a waiver of it.
Notices. Notices must be in writing and sent to support@uxfirst.co.uk or to our registered office, and to you at the contact details on your order form.
These Terms, and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims), are governed by and construed in accordance with the law of England and Wales. The courts of England and Wales have exclusive jurisdiction.
If you have any questions about these Terms, please contact us at support@uxfirst.co.uk.