Client Terms

Terms

Between:

1. Brytin Ltd, a company registered in England & Wales, company number 14806911, registered office at 5 Cleveland Place West, Bath, BA1 5DG (“Brytin”, “we”, “us”); and
2. The business named in the checkout record (its business name and, where it has one, its company number, with the contact name and email address given at checkout) or, for a deal agreed on an audit call, the business named in the signed Order Form (the “Client”). If no business is named, the individual who accepts these Client Terms is the Client and does so as a sole trader in the course of their business. The individual who accepts these Client Terms confirms that they have authority to bind the Client.

Date: The Effective Date is the date on which the Client accepts these Client Terms at checkout and payment is taken or, for a deal agreed on an audit call, the date the Client signs.

1. Definitions and interpretation

1. 1.1 “Services” means the automation build (“Sprint”) and the ongoing retainer services described in the applicable Order Form and Schedule 1.
2. 1.2 “Order Form” means the document that the Client and Brytin sign electronically after payment, which records the tier and Services chosen, key dates and contacts, and any agreed add-ons.
3. 1.3 “Deposit” means the cleared first payment: the Onboarding & Build plus the first month's retainer, or plus the annual retainer fee.
4. 1.4 “Access” means all credentials, accounts, content and third-party permissions Brytin reasonably requires to deliver the Sprint. Access also includes the Client's signed Data Processing Agreement and Order Form.
5. 1.5 “Delivery Clock” means the 14-day build period in clause 3.
6. 1.6 “DPA” or “Data Processing Agreement” means the data processing agreement that the Client and Brytin sign electronically after payment and before Day 1, which supplements Schedule 4 (Data Processing Terms).
7. 1.7 “Configuration” means the configured instance of Brytin's Framework, including custom workflows, trained knowledge bases, and client-specific settings built for the Client during the Sprint.
8. 1.8 “Framework IP” means Brytin's frameworks, configuration templates, SOPs, templates, know-how, and generic automation architectures that exist independently of any specific Client Configuration.
9. 1.9 “Client Materials” means the content, data, contact lists, brand assets, pricing, service information and knowledge-base material supplied by or for the Client.
10. 1.10 “Go-Live” means the date the agreed Sprint scope is switched on in the Client's live environment.
11. 1.11 “Business Day” means Monday to Friday, excluding bank holidays in England. “Business Hours” means 09:00–17:00 UK time on a Business Day.
12. 1.12 “Fees” means the Onboarding & Build, Retainer Fees, add-on fees and usage charges.
13. 1.13 “Retainer” means the monthly service described in clause 4; “Retainer Fee” (also “Monthly Retainer Fee”) means its monthly price; and “Annual Retainer Fee” means 10 × the Retainer Fee, paid annually in advance under clause 5.3.
14. 1.14 “Third-Party Platforms” means software, carrier, AI, messaging, social, review, calendar and payment services not owned by Brytin through which the Services are delivered or which the Client uses, including the Client's own Google and Facebook accounts.
15. 1.15 “Agreement” means these Client Terms, including their Schedules, and, once signed or accepted, the DPA, the Order Form, any Clinic Addendum, any case-study addendum and any accepted Change Request.
16. 1.16 “Client Personal Data” means personal data that Brytin processes on the Client's behalf under the Agreement.
17. 1.17 “Data Protection Laws” means the UK GDPR, the Data Protection Act 2018 and the Privacy and Electronic Communications (EC Directive) Regulations 2003 (“PECR”), each as amended, including by the Data (Use and Access) Act 2025.
18. 1.18 “Platform Provider” means the provider of the CRM and automation platform on which the Services are hosted.
19. 1.19 “At cost” means the usage charges Brytin actually incurs from its provider for the usage concerned, with no markup, itemised on the invoice.
20. 1.20 “Connected minute” means a minute of connected call time as metered by the voice provider. Ring time, failed connections and voicemail drops are not counted.
21. 1.21 Headings are for convenience only and do not affect interpretation. “Including” means “including without limitation”.
22. 1.22 Precedence. If documents in the Agreement conflict, they apply in this order:

    (a) on the processing of personal data: the DPA, then Schedule 4, then the rest of these Client Terms;

    (b) on a healthcare practice's service: a signed Clinic Addendum;

    (c) on publicity and the case-study rate: a signed case-study addendum;

    (d) on the scope, fees and timing it changes: an accepted Change Request;

    (e) on the items it records (the tier and Services chosen, dates and contacts): the Order Form;

    (f) otherwise: these Client Terms.

    No other document reduces the Client's rights under the Refunds provision or the Term, renewal and cancellation provision, or limits Brytin's liability further than these Client Terms, unless it says so expressly and the Client signs it. The website terms of use at brytin.co.uk/terms do not apply to the Services.

2. Services

1. 2.1 Brytin will design, build and maintain AI-powered automation systems for the Client as specified in the checkout record or the Order Form (for example missed-call text-back, AI website chat, review engine, CRM and pipeline, booking automation).
2. 2.2 Services are built on a proven framework for the Client's niche, then configured and trained on the Client's business. The Client accepts this methodology. The Services are delivered using third-party software platforms that are licensed to Brytin and presented under Brytin's brand. Brytin configures and supports them; it did not develop them. Brytin gives the Client the identity of its sub-processors in confidence on written request, as set out in Schedule 4.
3. 2.3 Change Requests. Anything outside the Order Form is a Change Request. Brytin will confirm in writing the scope, Fees and timing of each Change Request; work begins only after the Client accepts that confirmation in writing (including by replying “Accepted” from an authorised email address). Change Requests do not extend the Delivery Clock of the original scope unless both parties agree in that confirmation. Add-ons are activated under clause 4.7.
4. 2.4 Unless the Order Form says otherwise, the unified inbox covers SMS, email, Facebook and Instagram. WhatsApp is available only after your Meta business verification. Reputation dashboards cover Google and Facebook. Calendar sync covers Google and Outlook. Other booking or practice systems are excluded unless agreed in writing. The service is delivered through a web portal. A branded mobile app is not included unless a Change Request says so.
5. 2.5 Healthcare practices. Brytin is not currently taking on healthcare practices (for example dental, orthodontic, osteopathy, chiropractic or medical clinics), and online checkout is not available to them. Any future service for a healthcare practice will need a separate Clinic Addendum, signed before any build.

3. Onboarding & Build (the Sprint)

1. 3.1 The one-off onboarding and build fee is £997 (the “Onboarding & Build”), unless a different amount is recorded in a variation signed by both parties. A checkout total does not reduce it. The retainer price is not reduced with it.
2. 3.2 After payment Brytin sends the checkout receipt and, within one Business Day, an onboarding email, and makes human contact during 09:00–17:00 UK time on the next Business Day. Brytin also sends the Data Processing Agreement and the Order Form for electronic signature. Brytin will not ask for passwords by email, and the Client should not send them. Access to the Client's accounts is given by user invitations or another secure method Brytin specifies, and only after the Data Processing Agreement and the Order Form have been signed.
3. 3.3 Delivery Clock. Brytin will deliver the Sprint within 14 calendar days from deposit and access. Day 1 is the Business Day on which Brytin has both the cleared Deposit and complete Access. If that point falls outside 09:00–17:00 UK, Day 1 is the next Business Day. Delivery is due on or before Day 14. Paused days are not counted. If Day 14 falls on a day that is not a Business Day, the delivery deadline moves to 17:00 UK on the next Business Day; that roll-forward day is not itself a pause day, and it does not extend the Client's 5-Business-Day period to report a material gap after go-live.
4. 3.4 The Client will provide Access within 48 hours of request. If Access is late, incomplete or revoked, the Delivery Clock pauses and resumes on full Access. The clock also pauses for UK phone-number approval, messaging-channel verification (including Meta), DNS or account changes the Client controls, a third-party platform outage, or Client approvals and content Brytin has requested. Brytin is not liable for delay caused by a pause. Complete Access includes returning the signed Data Processing Agreement and Order Form. If they are not signed within 21 days of the Effective Date, Brytin will remind the Client in writing. If they are still unsigned 7 days after that reminder, this Agreement ends automatically: Brytin cancels the recurring payment and refunds all Fees paid, and neither party has any further liability except for breach of confidentiality. If other Access is still incomplete 30 days after both documents are signed, Brytin may end this Agreement by written notice. Refunds then follow the Refunds provision, and Brytin also refunds any Retainer Fees paid for monthly periods starting after the date of that notice.
5. 3.5 Third-party dependencies. The Delivery Clock also pauses for any period during which delivery depends on: (a) regulatory or identity approval for UK phone numbers; (b) messaging channel verification (including Meta business verification); (c) DNS or account changes on systems the Client controls; (d) an outage of a Third-Party Platform; or (e) Client approvals or content requested by Brytin. Brytin will tell the Client promptly when a pause starts and ends. Brytin is not liable for delay caused by any pause under clause 3.4 or 3.5.
6. 3.6 Before go-live Brytin completes its checks and provides a recorded training walkthrough. The Client has 5 Business Days after go-live to report in writing any material gap against the agreed Sprint scope. Brytin will correct that gap at no extra charge. If no notice is given, the Sprint is accepted.
7. 3.7 Refunds. Discovery is the first discovery call, or the first configuration action taken in the Client's environment, whichever is earlier, confirmed by Brytin to the Client in writing. Discovery never starts before the Data Processing Agreement and the Order Form have been signed, and does not start until 48 hours after payment unless the Client asks in writing to start sooner. The onboarding email, and booking or holding a kickoff call through the link in it, do not by themselves start discovery.

   Until discovery starts, the Client may cancel by email to hello@brytin.co.uk. Brytin will then refund the Onboarding & Build fee and the first Retainer payment in full, to the original payment method, within 14 days. Once discovery starts, the Onboarding & Build fee is non-refundable, and the Retainer may be cancelled on 30 days' written notice under the Term, renewal and cancellation provision. Annual prepay refunds follow Schedule 2 (Annual Prepay).

4. Retainers (MRR)

1. 4.1 A retainer is mandatory from the Effective Date and is paid with the Deposit. “From day one” means the contract and the fee start then. Features that need a live system start under Schedule 3 (Retainer Activation). Essential is the minimum tier while Brytin hosts the system. Tiers:

1. 4.2 “Priority support queue” means prioritised handling within Brytin's support queue. It is not a service-level commitment and carries no published response-time target.
2. 4.3 “Issue triage” means Brytin will investigate reported issues, classify severity, and provide a remediation plan within Brytin's standard support workflow.
3. 4.4 Brytin provides automated uptime alerts and issue triage only. Brytin does not guarantee continuous uptime, uninterrupted service or any specific availability level.
4. 4.5 AI voice minutes (Partner). Included cap: 500 connected minutes a month, from the date the agent is switched on. Minutes do not roll over. Additional minutes are billed at cost, with no markup, on the next invoice. Brytin will not switch the agent off solely because the monthly allowance has been passed. Brytin may suspend the voice agent immediately, without notice, where it reasonably suspects a technical fault causing repeated or continuous connections, usage that is abnormal in volume or pattern for the Client's business within a single day, or a failed payment continuing beyond the 7-day non-payment notice in clause 5.4; Brytin will notify the Client promptly and resume the agent once the cause is resolved. Human support is hello@brytin.co.uk during Business Hours. Automated notices are not a support channel.
5. 4.6 Retainer fees include the UK phone number rental and the messaging and AI chat use reasonably required for a business of the Client's size. If use is materially higher, Brytin will tell the Client in writing and suggest an allowance. Until an allowance is agreed, the excess is billed at cost, and only for periods starting after that notice.
6. 4.7 Add-ons (for example social content or extra landing pages) are not part of checkout. They are agreed in writing, by Change Request or in a signed Order Form, at the prices published on our Add-ons page.
7. 4.8 Tier changes. The Client may upgrade at any time, effective from the next billing period. Downgrades take effect on 30 days' written notice under the same timing as clause 6.2. Essential is the minimum tier while Brytin hosts the Configuration.
8. 4.9 Campaigns and custom builds. A campaign build is one agreed promotional journey in a quarter (offer, message sequence and, where included, one landing page). A/B tests are run inside that work. A Partner custom build is one scoped piece of work, accepted in writing before it starts, and only one is in progress at a time. A request for a new third-party integration, a new messaging channel, or more than a single workflow is a Change Request.

5. Fees, payment and VAT

1. 5.1 All fees are in GBP. Brytin is not currently VAT registered, so no VAT is charged. If Brytin becomes VAT registered, it will tell the Client in writing and will add VAT at the applicable rate to Fees invoiced from the date its registration takes effect.
2. 5.2 Retainers are billed monthly in advance by card via Brytin's payment processor. The Onboarding & Build and Deposit are due on signing or online checkout.
3. 5.3 Annual prepayment. The annual retainer fee is 10 × the monthly fee (2 months free). The first invoice uses the amount in the checkout record. Later renewals use 10 × the then-current monthly fee unless a price-change notice says otherwise. Annual prepayment is also set out in Schedule 2 (Annual Prepay).
4. 5.4 Late payment: Brytin may suspend Services after 7 days' written notice of non-payment. Interest accrues at the statutory rate under the Late Payment of Commercial Debts (Interest) Act 1998.
5. 5.5 Price changes. Brytin may change its prices by giving at least 30 days' written notice. A change applies from the first monthly billing period that starts at least 30 days after the notice or, for an annual plan, from the next annual renewal after that. The Client may end the affected Services with effect from the day before a change applies, by written notice given before that day, and does not then pay the new price.
6. 5.6 Disputes. The Client will raise any billing dispute with Brytin in writing within 14 days of the charge, and pay any undisputed amount on time.
7. 5.7 Changing billing interval. The Client may move between monthly and annual billing with effect from the next renewal, by written notice at least 30 days before that renewal. A move onto annual billing is charged at 10 × the then-current monthly Retainer Fee.

6. Term, renewal and cancellation

1. 6.1 A monthly retainer renews automatically each month. An annual retainer renews for a further 12 months unless notice is given under Schedule 2 (Annual Prepay). Brytin will email a reminder at least 30 days before each annual renewal.
2. 6.2 Either party may cancel by giving 30 days' written notice. On a monthly plan, cancellation takes effect at the end of the billing period in which the 30th day falls. On an annual plan, Schedule 2 (Annual Prepay) states the effective date and the refund.
3. 6.3 On cancellation, the Client pays for services up to the effective termination date; Schedule 2 (Annual Prepay) governs annual refunds.
4. 6.4 Termination for cause. Either party may terminate immediately by written notice if the other: (a) commits a material breach that is not remedied within 14 days of written notice; or (b) becomes insolvent, enters administration or liquidation (other than solvent reorganisation), or ceases business. Non-payment continuing 14 days after a suspension notice under clause 5.4 is a material breach.
5. 6.5 Refund on Brytin breach. If the Client terminates under clause 6.4 for Brytin's breach, or ends affected Services under paragraph 8(d) of Schedule 4, Brytin will refund prepaid Retainer Fees for whole monthly service periods after termination.
6. 6.6 Consequences. On termination: (a) the Client pays Fees due up to the effective date; (b) the licence in clause 8.2 ends; (c) clause 14 (Exit) applies; and (d) clauses 5, 8, 9 and 11–16, Schedule 4 and any accrued rights survive.

7. Client obligations

1. 7.1 Access and materials. The Client will provide accurate Access, Client Materials and timely approvals, and keep its credentials secure. The Client will keep two-step verification (two-factor authentication) switched on for each of its users of the Services, and will remove a user's access promptly when it is no longer needed. If the Client notifies the regulator or any individual of a personal data breach that involves the Services, it will tell Brytin within 2 Business Days, so that Brytin can meet its own obligations to its Platform Provider. The Client will cooperate with reasonable security requests that Brytin or a Third-Party Platform makes about the Client's use of the Services. The Client warrants that it has the right to supply the Client Materials and grants Brytin a non-exclusive licence to use them to perform the Services.
2. 7.2 You remain the data controller and are responsible for your own compliance with UK GDPR, PECR and platform policies. Brytin acts as your processor and does not guarantee your compliance.
3. 7.3 Reviews. The review engine sends neutral, well-timed requests, applies the same request rules to every eligible customer, and does not filter, gate or route reviews by sentiment. Review requests are treated as marketing messages. They are sent only to customers who were given a chance to opt out when their details were collected and have not opted out, and each request includes an opt-out. Responses are routed to one dashboard. The Client will not ask Brytin to gate, incentivise without disclosure, or fabricate reviews, and is responsible for complying with Google and other platform review policies and the Digital Markets, Competition and Consumers Act 2024.

Communications and PECR

1. 7.4 Roles. As between the parties, the Client is the sender and instigator of every message and call made through the Services, and decides who is contacted and what is said. Brytin sends and configures communications only on the Client's instructions. The Client understands that a regulator may treat anyone who sends or instigates a message as responsible for it.
2. 7.5 Client responsibilities. The Client is responsible for:

   (a) holding valid permission for each marketing email to individuals, including sole traders and partnerships: consent, or the soft opt-in under PECR regulation 22(3) where it applies;

   (b) holding permission for every SMS, to anyone, including companies and LLPs;

   (c) sending marketing email to companies and LLPs only with a clear opt-out in every message;

   (d) keeping a record of each permission and producing it to Brytin within 5 Business Days of a request;

   (e) screening live marketing calls against the TPS and CTPS;

   (f) maintaining its own privacy notice, including its use of AI assistants and, where switched on, call recording;

   (g) the content, offers and prices in its communications.

3. 7.6 Campaigns and imports. Brytin will import a contact list, or launch a campaign or sequence, only after the Client has approved in writing the audience, the content, and the basis on which each recipient may be contacted. The Client will not supply purchased, rented or scraped consumer lists. Brytin does not verify permissions, but may ask for the records in (d) and may refuse any send it reasonably believes to be non-compliant.
4. 7.7 Configuration by Brytin. Brytin configures the Services to:

   (a) honour opt-outs automatically;

   (b) show an AI disclosure at the start of every AI voice call and in every AI chat window;

   (c) announce that a call is recorded only when recording is switched on;

   (d) keep automated outbound marketing SMS and outbound marketing calls outside the default quiet hours of 20:00–08:00 UK time (the Order Form may set another window);

   (e) present a valid UK caller ID on numbers Brytin provisions, where the carrier supports it.

   Quiet hours do not delay inbound call answering, a missed-call text-back, a service message sent in reply to that customer's own call or booking, or email.

5. 7.8 Service messages and AI answering. Answering an inbound call with an AI assistant is not a marketing call. A missed-call text-back and other service messages must not contain promotional content unless the recipient has given marketing permission. Outbound AI marketing calls are not part of the Services unless agreed in writing, and always need the prior consent of the person called (PECR, regulation 19).
6. 7.9 Pause. Brytin may pause any send, sequence or automation that it reasonably believes is non-compliant, or that puts a number, a sending domain or Brytin's Platform Provider account at risk, and will tell the Client promptly. Fees are not reduced for a pause caused by the Client's content, data or instructions.
7. 7.10 Call recording. Call recording is off unless the Client switches it on in writing and confirms that its privacy notice covers it.

Business supply; consumer rights excluded

1. 7.11 The Client warrants that: (a) it enters into these Client Terms wholly or mainly for the purposes of its trade, business, craft or profession and is not dealing as a consumer within the meaning of section 2(3) of the Consumer Rights Act 2015; (b) where the Client is a sole trader or partnership, the individual accepting these Client Terms does so in the course of that business; and (c) the individual accepting has authority to bind the Client.
2. 7.12 The parties confirm this is a business-to-business supply: the 14-day cancellation right under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 does not apply, and consumer rights under Parts 1 and 2 of the Consumer Rights Act 2015 do not apply to this supply.

Acceptable use and platform rules

1. 7.13 The Services run on Third-Party Platforms whose terms require these rules to apply to the Client, to its staff and to anyone the Client lets use the Services. The Client will not use the Services, and will not ask Brytin to use them:

   (a) in breach of any law or regulation, or for unsolicited, misleading or fraudulent communications, spam or phishing;

   (b) to impersonate any person or business, or to present AI output as coming from a human;

   (c) to create, buy or publish fake reviews or undisclosed incentivised reviews;

   (d) to give medical, clinical, legal, financial or tax advice through an AI assistant, or any other advice that would normally need a licensed professional;

   (e) to make decisions about people by automated means alone that have legal or similarly significant effects, including decisions on credit, employment, housing or access to services;

   (f) to put health information, other special category data, payment card details, other sensitive personal information, or information that the Client or anyone else wants kept confidential, into an AI feature, except as a signed Clinic Addendum expressly permits;

   (g) to discriminate against, harass or harm anyone, or to produce sexual, hateful or violent content;

   (h) to infringe anyone's intellectual property or privacy;

   (i) in a country that prohibits or restricts the use of AI.

2. 7.14 The Client will not, and will not let anyone else, copy, reverse engineer, decompile, modify or create derivative works of the Services or the Third-Party Platforms, remove proprietary notices, or give a provider of competing CRM or automation software access to the Services, except as the law expressly permits. The Client will cooperate with lawful information requests from regulators, carriers and law enforcement about its use of the Services, and will follow the messaging and carrier rules that Brytin notifies to it.
3. 7.15 Brytin may suspend any part of the Services that breaches these rules, or that a Third-Party Platform requires Brytin to suspend, and will tell the Client promptly. If a Third-Party Platform changes its rules in a way that affects the Client, Brytin will tell the Client, and the updated rule applies from the date Brytin gives notice.

8. Intellectual property

1. 8.1 Ownership. Client Materials and Client Personal Data remain the Client's. Brytin owns the Configuration and the Framework IP, except for any Client Materials and Client Personal Data within them. Marketing content that Brytin creates specifically for the Client, such as campaign, email, SMS and social media copy, graphics, videos, and the copy and images of landing pages (“Marketing Deliverables”), belongs to the Client once the Fees for it have been paid, to the extent Brytin owns the rights in it, even where it sits within the Configuration. For any part that Brytin cannot transfer, Brytin grants the Client a non-exclusive, perpetual licence to use it for the Client's own business. Marketing Deliverables do not include the Framework IP, Brytin's templates, the Third-Party Platforms or their content, or material licensed from others (such as stock images, fonts or music), which stay subject to their own terms. Landing pages hosted on the Services are handed over as their copy and images, not as working pages. Brytin does not promise that content generated wholly by an AI tool is protected by copyright.
2. 8.2 Licence. On payment of the Fees due, Brytin grants the Client a non-exclusive, non-transferable licence to use the Configuration for the Client's own business while the Retainer continues. This licence does not extend to Framework IP except as used within the Configuration.
3. 8.3 Exit. On termination Brytin delivers the Exit Deliverables under the Exit and handover provision. The Framework IP and the Configuration are not transferred, and there is no perpetual licence to the Configuration.

9. Confidentiality

“Confidential information” means information disclosed by one party to the other in connection with the Agreement that is marked confidential or would reasonably be regarded as confidential. Brytin's confidential information includes the Configuration, the Framework IP, prompts, knowledge-base structures, workflow specifications, the Sub-processor Schedule, and its pricing terms other than published prices. The Client's confidential information includes Client Materials and Client Personal Data.

Each party will keep the other's confidential information secret, use it only to perform or receive the Services under the Agreement, and protect it with reasonable care. Each party may disclose it to its advisers, insurers, staff, contractors and sub-processors who need to know it and are bound by equivalent duties, and to a regulator where required. Brytin may also put the Client's confidential information into the Third-Party Platforms, under their own terms, to the extent needed to deliver the Services. Some of those terms do not treat uploaded content as confidential; Client Personal Data stays protected by Schedule 4 and the DPA in any event. After termination the Client may give the Exit Deliverables to a replacement supplier bound by equivalent duties, but only so that the supplier can operate or rebuild the Client's own automations. These duties survive termination for 3 years, and for Client Personal Data for as long as Brytin holds it.

Confidential information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was lawfully known to the receiving party before disclosure; (c) was independently developed without use of the disclosing party's confidential information; or (d) is required to be disclosed by law, a regulator or a court order.

10. Data protection

1. 10.1 The parties will comply with Data Protection Laws. The Client is the controller and Brytin is the processor of Client Personal Data. Schedule 4 (Data Processing Terms) applies from the Effective Date and contains the terms required by Article 28(3) UK GDPR. The DPA, signed before Day 1, supplements Schedule 4 with the processing details, security measures and sub-processor information for the Client.
2. 10.2 Sub-processors are described in the DPA by function. Their identities are given to the Client in confidence, in a Sub-processor Schedule, on written request, as set out in Schedule 4. International transfer safeguards are set out in Schedule 4 and the DPA. Brytin makes no claim of UK-only or EU-only hosting.
3. 10.3 Unless a signed Clinic Addendum expressly allows it, the Services are not configured to collect special category data (for example health information), and the Client will not instruct Brytin to collect it.

11. Warranties and disclaimers

1. 11.1 Brytin will perform the Services with reasonable care and skill.
2. 11.2 No results guarantee. Projections are illustrative only; Brytin does not guarantee leads, revenue, bookings or any business outcome. The Client acknowledges that business outcomes depend on market conditions, client effort, and third-party platforms beyond Brytin's control.
3. 11.3 Third-party platforms (call handling, AI, CRM, social) operate under their own terms; Brytin is not responsible for their failure, pricing or policy changes.
4. 11.4 AI assistants. AI chat and voice responses are generated automatically from the knowledge base, scripts and settings the Client approves, and may be inaccurate or incomplete. The Client reviews and approves the knowledge base and scripts before Go-Live and before any change goes live, and includes in them only information it is happy for an AI assistant to share with the public. Brytin configures the assistants with reasonable care to:
   • answer from that approved content;
   • show an AI disclosure;
   • hand over to the Client's human escalation path.

   Brytin may review a sample of conversations as part of issue triage. The Client keeps the knowledge base up to date and keeps a human escalation path in place. Provided Brytin has configured an assistant as approved, Brytin is not liable for decisions taken by anyone in reliance on an AI response.

5. 11.5 All other warranties, conditions and terms implied by statute or common law are excluded to the fullest extent permitted by law.

12. Liability

1. 12.1 Nothing in this agreement limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any liability that cannot lawfully be limited. Nothing in this section limits the Client's duty to pay the fees.
2. 12.2 Subject to the previous paragraph, neither party is liable for loss of profits, revenue, business, goodwill or anticipated savings, or for indirect or consequential loss. Loss of data is excluded except for Brytin's duty to provide the exports in the exit clause and the Data Processing Agreement. This exclusion of loss of data does not apply to a personal data breach within the meaning of the Data Processing Agreement, which is governed solely by the 24-month cap below. The following are recoverable as direct losses, subject to the caps below: Fees paid for Services not performed, and the reasonable cost of re-performing or correcting defective Services.
3. 12.3 Subject to the paragraphs above and below, each party's total aggregate liability arising out of or in connection with the Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, is limited to the Fees paid and payable by the Client in the 12 months before the event giving rise to the claim.
4. 12.4 Brytin's total aggregate liability for breach of Schedule 4, the DPA or Data Protection Laws, and under the indemnity Brytin gives below where the Configuration infringes a third party's UK intellectual property rights, is limited to the Fees paid and payable by the Client in the 24 months before the event giving rise to the claim. Those claims do not also count against the 12-month cap.
5. 12.5 The 12-month cap does not apply to the Client's indemnity below.
6. 12.6 Reasonableness. The Fees reflect this allocation of risk. Each party has had the opportunity to review these terms and may insure against losses it cannot recover under this Agreement.

13. Indemnity

1. 13.1 Client indemnity. The Client indemnifies Brytin against losses, fines to the extent they can lawfully be recovered, damages, costs and reasonable legal expenses arising from third-party or regulatory claims, to the extent caused by:

   (a) communications or calls that breach the Communications and PECR provision or PECR;

   (b) a missing lawful basis, permission, record or privacy notice for processing or communications the Client instructs;

   (c) the Client's failure to handle its customers' data-protection requests or complaints;

   (d) Client Materials that infringe third-party rights or are unlawful;

   (e) a breach of the Reviews provision or of the Acceptable use and platform rules provision;

   (f) the business-customer warranty being untrue;

   (g) content produced by an AI assistant, to the extent it repeats or follows the knowledge base, scripts or instructions that the Client supplied or approved, but not where the claim results from Brytin's failure to configure the assistant as approved;

   (h) a security incident caused by the Client's users, their credentials or devices, or by the Client's failure to keep two-step verification switched on under the Access and materials provision.

2. 13.2 Brytin indemnifies Client, subject to the 24-month cap above, against losses from third-party claims to the extent caused by: (a) the Configuration, as Brytin supplied it, infringing a third party's UK intellectual property rights (excluding Client materials, third-party platforms, and changes Brytin did not make); or (b) Brytin's breach of Schedule 4 or the DPA.
3. 13.3 Conduct of claims. The indemnified party will: (a) notify the other promptly in writing; (b) allow the indemnifying party to control the defence and settlement (not admitting liability without consent); (c) give reasonable assistance at the indemnifying party's cost; and (d) take reasonable steps to mitigate its losses.

14. Exit and handover

1. 14.1 Exit Deliverables. Brytin will provide:

   (a) within 14 days after termination, an export of the Client Personal Data and other Client data held in the Services (including contacts, conversation history, form submissions, bookings and call logs) in the commonly used formats the platform supports, such as CSV. This export is not conditional on payment of outstanding Fees;

   (b) within 14 days after termination and payment of all undisputed Fees, documented workflow specifications, written in platform-neutral terms, sufficient to describe and rebuild the automations built for the Client.

   Together these are the “Exit Deliverables”. Brytin grants the Client a non-exclusive, perpetual licence to use the workflow specifications to operate or rebuild its own automations, including through a replacement supplier bound by confidentiality, but not to resell or publish them. Return and deletion of personal data follow Schedule 4 and the DPA.

2. 14.2 Accounts and numbers. Accounts the Client owns (including its Google Business Profile, social pages and domains) remain the Client's. The Configuration is hosted in Brytin's account with the Platform Provider and is not transferred. Brytin recommends that the Client keeps its existing phone number by porting it in. If Brytin provisioned a UK phone number, Brytin will:
   • act promptly on any request to port it to a provider the Client nominates, made before termination takes effect or within 14 days after it;
   • not withhold a port because Fees are unpaid;
   • bill porting charges at cost.

   Porting timing depends on the carriers involved. After delivering the Exit Deliverables and completing any requested port, Brytin has no obligation to provide further support.

15. General

15.1 Entire agreement; variation. The Agreement is the entire agreement between the parties about the Services and replaces any earlier arrangement between them about the Services. Nothing in this clause limits liability for fraud or fraudulent misrepresentation. Changes bind the parties only when agreed in writing, except price changes and platform-rule changes notified under these Client Terms and sub-processor changes under Schedule 4. The website terms of use at brytin.co.uk/terms do not apply to the Services. As business customers, the parties agree that the requirements of the Electronic Commerce (EC Directive) Regulations 2002 that business customers may disapply by agreement do not apply to orders made through Brytin's checkout. 15.2 Severance and waiver. An invalid provision is modified to the minimum extent needed, or severed, without affecting the rest. A delay in exercising a right is not a waiver. 15.3 No partnership or agency. 15.4 No third-party rights (Contracts (Rights of Third Parties) Act 1999 excluded). 15.5 Notices to hello@brytin.co.uk and to the Client's email address given at checkout or in the Order Form. An email sent outside Business Hours is received at the start of the next Business Day. 15.6 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, including acts of God, war, terrorism, pandemic, government action, and outages or policy changes of Third-Party Platforms, unless caused by Brytin's breach of that platform's terms. The Delivery Clock pauses for the duration. If the event lasts more than 30 days, either party may terminate by written notice, with a refund under clause 6.5. This clause does not excuse payment of Fees for Services already provided. 15.7 Brytin will not publish the Client's name, logo, testimonial or results without prior written consent, except under a case-study addendum the Client has signed. That addendum is not part of checkout and is not set out on this page. 15.8 Assignment and subcontracting. Neither party may assign this Agreement without the other's written consent (not unreasonably withheld). Brytin may use subcontractors and sub-processors and remains responsible for them. 15.9 Electronic acceptance. Acceptance by checkout consent box, and signatures in electronic form or in counterparts, are valid and binding. 15.10 Platform suspension and continuity. If the Platform Provider suspends or ends Brytin's account for a reason that is not the Client's fault, Brytin will tell the Client promptly, work to restore the Services, and refund Retainer Fees for any period in which the core Services are unavailable. If the Services are not restored within 14 days, the Client may terminate by written notice, with a refund under the Refund on Brytin breach provision. Before Brytin closes its Platform Provider account or stops trading, it will give the Client at least 30 days' notice where it can, provide the Exit Deliverables, and support any requested number port.

16. Governing law and jurisdiction

This Agreement is governed by the law of England and Wales; the courts of England and Wales have exclusive jurisdiction.

Acceptance

These Client Terms are issued by Brytin Ltd. The Client accepts them by ticking the consent box at checkout and paying, or by signing them. Brytin accepts by issuing the checkout receipt, or by signing. Brytin keeps a copy of each version of these Client Terms, and the Order Form records the version the Client accepted.

Schedule 1 — Sprint scope

• Missed-call text-back, on a UK phone number Brytin provisions, subject to number availability and regulatory approval.
• AI website chat, trained on the Client's approved knowledge base, with an AI disclosure shown to every user.
• Review engine for Google and Facebook: neutral requests, no gating, responses to one dashboard.
• CRM and pipeline, with stages agreed at discovery.
• Booking automation: a booking link or a Google or Outlook calendar, as agreed at discovery.

The checkout tier includes this Sprint scope. Anything else waits for written confirmation before Day 1, or for a Change Request.

Not included unless agreed in writing in an Order Form or an accepted Change Request: a branded mobile app; WhatsApp before Meta business verification; integrations beyond clause 2.4; paid advertising spend; social content; landing pages beyond the one per quarter included in Growth and Partner; and outbound AI voice marketing calls, which also require prior consent under the Communications and PECR section.

Schedule 2 — Annual Prepay

Applies where the Annual billing option is selected.

1. Annual fee. The Retainer is billed annually in advance at the Annual Retainer Fee, equal to 10 × the Monthly Retainer Fee (two months free compared with 12 separate monthly payments).
2. Service period. Each Annual Service Period runs for 12 months from the date the annual plan starts, as shown on your checkout receipt.
3. Auto-renewal. The arrangement renews automatically for successive 12-month periods at the then-current Annual Retainer Fee unless either party gives notice of non-renewal at least 30 days before the end of the period. Brytin will send a renewal reminder email at least 30 days before each renewal date.
4. Cancellation during a period. The Client may cancel at any time on 30 days' written notice. Cancellation takes effect at the end of the monthly service period, counted from the date the annual plan started, in which the 30th day after the notice falls.
5. Refund. Within 30 days of the effective date of cancellation, Brytin will refund: (Annual Retainer Fee paid ÷ 12) × the number of whole unused monthly service periods remaining after that date. No discount clawback applies: the refund is calculated on the annual fee actually paid. Refunds are made to the original payment method.
6. Onboarding & Build. The Onboarding & Build fee is excluded from refunds under this Schedule. It is refundable only until discovery starts, as set out in the Refunds provision.
7. Price changes. A price change applies at the next annual renewal, and only after at least 30 days' written notice.

Schedule 3 — Retainer Activation

Retainer fees accrue from the Effective Date (clause 4.1). Live-system features start as follows. The Sprint is delivered on the Delivery Clock. A feature before its start point below is not a breach.

1. Essential. Automated uptime alerts and issue triage start at go-live. One report is provided in each month after go-live. The first report is due within 30 days after go-live.
2. Growth and Partner. The first campaign, including up to one landing page, starts within 30 days after go-live and then once a quarter. One strategy session is held each quarter, the first within 30 days after go-live.
3. Partner voice. The agent is switched on at go-live or, if number approval or script sign-off is outstanding, within 30 days after go-live. The 500-minute cap runs from switch-on.
4. Custom builds. Partner includes one build at a time, scoped in writing before it starts, and only after go-live.
5. Add-ons. A social or landing-page add-on starts on the date in the accepted Change Request, and not before.

Schedule 4 — Data Processing Terms