Terms of Service

1. About these terms

The service is provided by UNDERM LTD, a private limited company registered in England and Wales, company number 16973293, with its registered office at 71-75 Shelton Street, Covent Garden, London WC2H 9JQ, United Kingdom ("we", "us"). See the legal notice for full company details.

The service is offered to businesses and professionals only, not to consumers. By using an API key, opening the client portal, accepting a quote or paying for the service, you confirm that you act for a business and that you accept these terms on its behalf. These terms are our general terms of sale, and we send them to any business that asks. If you and we sign a separate written agreement, that agreement prevails where it differs from these terms. Your own purchase terms do not apply unless we accept them in writing.

As the contract is concluded between professionals, the parties agree, as article 1127-3 of the French Civil Code allows, to set aside points 1° to 5° of article 1127-1 and article 1127-2 of that code (the information on the steps to contract online and the order confirmation rules), and, as the UK rules allow between businesses, regulations 9(1), 9(2) and 11(1) of the Electronic Commerce (EC Directive) Regulations 2002. These terms are published on this page with the date of their last update. You can save or print them, and we send you a copy on request.

2. The service

We design, configure and operate a custom AI agent (the "agent") that performs a recurring task you describe, such as sorting emails, extracting data or drafting replies. You access the agent through an HTTPS API with an API key, and you follow your usage and billing in a private client portal.

We choose and maintain the agent's instructions, configuration and the technical means used to run it. For each agent, the AI model runs either on servers we operate or with a third-party AI provider that we select, and we may set a backup provider that takes over when the main one is unavailable. We may change these means to keep the agent working as agreed, and we may improve the service over time, as long as the agreed task keeps being performed.

You can also buy a custom agent outright, for a fixed price, instead of paying for its tokens. We build it and deliver it to you, and the rights in what we deliver pass to you once it is paid for. Section 4 sets out how this works.

3. Requests and quotes

Sending a request through our website does not create any obligation for either side. We may ask questions, suggest a plan, send a quote or decline a request. The contract starts when we deliver your API key or when you make your first payment, whichever comes first. For a one-time purchase, the order starts when you accept our quote (section 4.1).

4. One-time purchases ("Buy it once")

Instead of paying for the tokens your agent uses, you can buy a custom agent once, for a fixed price, and own it. We build it, test it on your examples, deliver it to you and assign you the rights in what we deliver. This section sets out the specific terms of a one-time purchase (an "order"). The other sections of these terms also apply to orders, except sections 5 and 6 (API keys, prices and billing), which apply to an order only where this section refers to them, and to hosting if you choose it (section 4.11). Section 7 (acceptable use) applies to a purchased agent only while we host it (section 4.11), and to the examples and access you give us; it never limits the rights assigned to you in section 4.6. Section 10 (availability and support) applies to hosting only. Where this section differs from another section, this section prevails for orders.

4.1 Quote and order

We scope the job with you in writing. We review the task you describe and your examples, and may ask you a few questions by email. We then send you a written quote with a fixed price, stated excluding VAT (section 6.4 explains how VAT applies). The quote describes the task, the deliverables, the examples and access we need from you, the test set and expected results used for acceptance (section 4.5), the estimated delivery time and the payment terms. The "from" price shown on our website for this offer is a minimum given for information, not an offer. The price of your agent is the one in your quote, because it depends a lot on the job. A quote is valid for the period it states, or for 30 days if it states none.

You place an order by signing the quote or accepting it in writing, for example by email. The order is then governed by the quote and by these terms in their version in force on the day you accept the quote; where they differ, the quote prevails. We confirm the order by email. If you pay an order before accepting its quote in writing, your payment counts as acceptance of the quote and of these terms; we confirm it by email.

Orders are placed at a distance (quote sent and accepted by email or signed electronically). If an order is signed with both parties present outside our premises, or concluded at a distance immediately after we approached you in person outside our premises, and your business is established in France, has five employees or fewer and the agent is outside its main activity, you may withdraw within 14 days and we take no payment before 7 days have passed since the order (articles L221-1, L221-3, L221-10 and L221-18 of the French Consumer Code).

4.2 Price and payment

Unless the quote says otherwise, you pay the price in two parts, a deposit when you order (50% of the price, unless the quote sets another share) and the balance at acceptance (section 4.5), by bank transfer. Work starts after we receive the deposit, on a date we confirm by email. During acceptance, the agent runs on our platform, or on your own account where the quote says so, so that you can check it on the test set before you pay the balance. The files of the deliverables, including the version ready to run, and the rights in them (section 4.6) are handed over to you only once the price is paid in full. You receive an invoice for each payment. The price covers the work and the deliverables described in the quote, including the assignment of rights (section 4.6). It does not include the running costs of the agent (section 4.8), hosting (section 4.11) or changes after acceptance (section 4.12). Sections 6.5 and 6.6 (payment and late payment) apply to any amount due under an order.

4.3 Your examples and access

You send us representative examples of the task (the inputs and, where you have them, the results you expect) and the access needed to set up the agent, and you answer our questions while we build it. You confirm that you are allowed to share these examples with us for this purpose. Where you can, remove or replace the personal details they contain; when they must contain personal data, section 8.3 applies and we act as your processor. If we test your agent with a third-party AI provider, we send you the list of sub-processors described in section 8.3 before we send that provider any of your examples.

We use your examples only to build and test your agent, never for other clients. We delete them, together with our copy of the test set and of any deliverable that contains them, within 30 days after acceptance or cancellation, unless you ask us in writing to keep them longer (for example for hosting or a later change).

4.4 Delivery

The delivery time in the quote is an estimate. It runs from the later of the day we receive your deposit (or your payment, for a price paid at once) and the day we receive the examples and access we need. We tell you as soon as we expect a delay. Time spent waiting for examples, access or answers from you extends it accordingly. If we are more than 30 days late for a reason on our side, section 4.10 lets you cancel the order.

Unless the quote says otherwise, we deliver the following.

• the agent's complete instructions and settings;
• the test set built from your examples, with the expected results;
• the integration needed to run it (a script or a no-code scenario), with its documentation;
• its setup on your own AI provider account or server, or a version ready to run;
• a recorded handover video that walks you through the deliverables and shows how to run and adjust the agent, a written runbook, and written answers to your questions for 10 business days after delivery.

Delivery takes place when we make the agent and the deliverables available to you for acceptance, and we confirm its date by email; their files and the rights in them are handed over once the price is paid in full (section 4.2). The acceptance period (section 4.5) starts on that delivery date. The handover takes place in writing and through the recorded video. No call or meeting is needed, and you can ask us any question by email.

To set up the agent on your own account or server, you give us the access needed. You remain responsible for that account or server, including its settings, access and costs. We use this access only for the setup and during acceptance; you can revoke or change it once acceptance has taken place.

4.5 Acceptance

You have 15 days from the start of the acceptance period to check that the deliverables match the quote, in particular by running the test set, and to report any non-conformity to us in writing, with an example that shows it. A non-conformity is a missing deliverable, or an agent that does not do what the quote describes on the test set, measured as the quote sets out. We fix the non-conformities you report at no extra cost and deliver the fix; you then have 15 days to check the points we fixed.

Acceptance takes place when you confirm it in writing or, failing that, tacitly at the end of the current checking period (the first one or the one for the points we fixed) if you have reported no non-conformity during it. Minor points that do not prevent the agent from doing the task described in the quote do not delay acceptance; we still fix those that are non-conformities.

If, after two rounds of fixes, the agent still does not reach the results set in the quote on the test set, you may cancel the order in writing. We then refund the amounts paid, less the price the quote sets for any conforming deliverables you choose to keep; the rights in those deliverables pass to you under section 4.6.

Because AI output varies from one input to the next, an occasional error in the agent's output is not in itself a non-conformity, unless the agent does not reach the results set in the quote on the test set. Requests that go beyond the quote, such as a new task, new kinds of input or other tools, are changes (section 4.12), not non-conformities.

4.6 Rights in the deliverables

We assign to you, exclusively, all the economic rights we hold in the deliverables created for you under the quote, to the extent they are protected, in particular by copyright, including the rules that apply to software. The rights assigned are the following, each mentioned separately.

• the right of reproduction, to copy, store, load, display and run the deliverables, permanently or temporarily, in whole or in part, by any means, in any form and on any medium;
• the right of representation, to communicate the deliverables and make them available to anyone, by any means, including networks and online services;
• the right of adaptation, to translate, adapt, arrange, correct, modify and develop the deliverables, to combine them with other works or software, and to reproduce and use the result;
• the right of distribution, to place the deliverables on the market, for payment or free of charge, including by rental or lending, by any process;
• the right to transfer, to assign these rights to others or license them, in whole or in part.

These rights are assigned for all uses, commercial or not, by your business or by anyone to whom you assign or license them, worldwide, for the whole legal duration of the rights, including any extension, in all forms and on all media known on the date of the order. The assignment takes effect as each deliverable is created, and at the latest on delivery, provided the price has been paid in full. The price of the order includes this assignment as a lump sum (article L131-4 of the French Intellectual Property Code). Until the price is paid in full, you may use the deliverables only to check them during acceptance. Where the contract is governed by the law of England and Wales (section 14), this assignment also covers future copyright (section 91 of the Copyright, Designs and Patents Act 1988), and we confirm it in a document signed on our behalf, at the latest on delivery (section 90(3) of that Act).

We confirm that, when the rights pass to you, we hold them and have not granted them to anyone else. We do not reuse the deliverables assigned to you, or your examples and content, for anyone else. If a third party claims that a deliverable we created infringes its rights, tell us promptly. We help you answer the claim and, at our choice and at our expense, obtain the right for you to keep using the deliverable or change it so that it no longer infringes, while it still does what the quote describes. This commitment does not cover material you supplied, third-party components (section 4.8) or changes made without us.

4.7 Our tools and know-how

The deliverables may include tools, code, templates and methods that we had before the quote or develop independently of it and that are not specific to you ("our tools"), as well as our general know-how. We keep all rights in our tools and remain free to use them, and our know-how, for other clients. For the parts of our tools embedded in the deliverables, we grant you, from full payment, a free, non-exclusive license, worldwide and for the whole legal duration of the rights, to reproduce, run, adapt and distribute them as part of the deliverables and of any version you derive from them, for all your uses. This license cannot be withdrawn and passes with the deliverables if you transfer them.

4.8 Third-party models and services

Your agent works with AI models and other services supplied by third parties, such as an AI provider, an automation tool or software installed on your server, and it may include third-party software components under their own licenses. These are not part of the assignment. They remain under their own terms and licenses, which you accept with their suppliers where needed, and you pay their running costs, such as the AI provider's usage fees, directly to them. The quote says which ones the agent uses. When the agent runs on your own account or server, the content it processes goes to that provider under your own contract with it, not through us. We are not responsible for the availability, changes or end of a third-party model or service; if one of them changes or stops after acceptance, adapting the agent is a change (section 4.12).

4.9 AI output and liability

The first two paragraphs of section 9 apply to a purchased agent. Its output can be inaccurate, and a person should review it before relying on it. Beyond conformity with the quote at acceptance (section 4.5), we do not promise that the output will be accurate or complete. After acceptance, you decide how the agent is used and run it under your responsibility. We remain liable, within the limit in the next paragraph, for defects in our deliverables that could not be detected at acceptance; we are not responsible for changes made without us, for your systems or for uses outside what the quote describes.

For an order, our total liability is limited to the price you paid for that order, instead of the limit in section 12. The rest of section 12 applies, including the exclusion of indirect losses and the exception for gross negligence and willful misconduct.

4.10 Cancellation

You may cancel an order at any time by writing to us. If work has not started, we refund the full amount paid. If work has started, the work done up to the cancellation is due, valued in proportion to the price according to the stages set in the quote or, failing that, the deliverables handed over; we refund the rest of the amount paid and hand over the work done, whose rights pass to you under section 4.6 once the amount due for it has been paid. If delivery has not taken place 30 days after the end of the estimated delivery time (section 4.4), for a reason on our side, you may also cancel the order in writing. We then refund, as in section 4.5, the amounts paid, less the price the quote sets for any conforming deliverables you choose to keep. If we cancel an order for a reason that does not come from you, we refund the full amount paid.

An order ends with acceptance or cancellation. The rules of section 11 on ending the contract apply to hosting and to the pay-per-token service, not to an order in progress; each party keeps the remedies the law provides for a serious breach.

4.11 Hosting on our platform (optional)

If you prefer, we can host the agent you bought on our platform instead of your own account or server. You then use it through an API key and pay for the tokens it uses under these terms, in particular sections 5 and 6, at the rates on our pricing page or agreed in writing. Hosting is optional, billed separately from the order and can be ended as described in section 11. The rights you acquired stay yours. When hosting ends, we hand the deliverables over to you again on request.

4.12 Changes after acceptance

Unless the quote says otherwise, the price of an order does not include maintenance or support after acceptance. Changes after acceptance, such as a new task, new inputs or tools, a different AI model or an update after a third-party change, are made on a new quote, under this section. Fixing the non-conformities reported during acceptance remains free (section 4.5).

5. API keys and portal link

• Your API key identifies you. Keep it confidential, store it securely and share it only with people and systems that need it.
• You are responsible for all use of your API keys, including use by third parties who obtain them from you or your systems, and for the tokens and charges that result.
• Tell us without delay at [email protected] if you think a key has leaked. We revoke it and issue a new one. Usage before we revoke the key remains payable.
• Your private portal link gives access to your usage, balance, plan and payments without a password. Treat it like a key. We can generate a new link on request, which disables the old one.

6. Prices and billing

6.1 Tokens

Usage is measured in tokens (a token is roughly three quarters of a word). A call is billed for the tokens the agent reads (your input and the agent's instructions) and the tokens it writes. The token counts recorded by our metering, as shown in your portal, are the reference for billing. If you believe a count is wrong, tell us within 30 days and we will check it.

6.2 Prepaid credit

On pay as you go, you top up a prepaid balance. The cost of each call is deducted from the balance at your plan's rate. When your balance and any included tokens are used up, calls are refused until you top up, unless we have agreed a credit limit with you in writing, in which case calls continue as long as the negative balance stays within that limit. The last accepted call may take the balance slightly below zero, or slightly beyond the agreed limit. A negative balance remains due and is deducted from your next top-up.

6.3 Monthly plans

• A monthly plan is charged in advance and includes a number of tokens for each monthly period.
• Plans are billed monthly by invoice and continue each month until you tell us to stop.
• You can stop a plan at any time by email. The plan ends with the period you paid for; the fee for that period is not refunded.
• For a plan paid by bank transfer, if a period ends before the next one is paid, included tokens stop and calls are deducted from your prepaid balance at your plan's rate for extra tokens. If we receive the payment within 7 days, the new period starts where the previous one ended and those calls are counted against its included tokens. After 7 days without payment, calls are deducted at the standard pay-as-you-go rate shown on our pricing page until the next period starts.
• Unused included tokens do not roll over to the next period.
• Tokens used beyond the included allowance are deducted from your prepaid balance at the plan's rate for extra tokens.

6.4 Prices and taxes

Prices are those shown on our pricing page (rates per million tokens, monthly fees and included tokens) or agreed in writing, and are stated excluding VAT. We are not registered for VAT, so our invoices carry no VAT. If your business is established in the European Union, you account for the VAT due in your country yourself (reverse charge) and our invoices say so; if it is established in the United Kingdom, no VAT is charged while we are not registered for VAT there; if it is established elsewhere, you account for any tax due on our services in your country. We may change prices with at least 30 days' notice by email. New token rates apply to calls made from the date they take effect, including calls paid from credit bought earlier. A new monthly fee or number of included tokens applies from the first period that starts after that date. You can cancel before new prices take effect, and we refund any unused prepaid credit (section 11).

6.5 Payment

Payments are made by bank transfer. We send an invoice for every payment. Top-ups and monthly fees are paid in advance. Any invoice is payable on receipt, unless another term is agreed in writing (for a business established in France, within the limits of article L441-10 of the French Commercial Code). No discount is given for early payment.

6.6 Late payment

If your business is established in France, any amount not paid by its due date bears late payment interest at three times the French legal interest rate, from the day after the due date, without any reminder being needed. A business that pays late also owes a fixed indemnity of 40 euros for recovery costs for each unpaid invoice (articles L441-10 and D441-5 of the French Commercial Code); if our actual recovery costs are higher, we may claim the difference on proof.

If your business is established outside France, any amount not paid by its due date bears statutory interest under the Late Payment of Commercial Debts (Interest) Act 1998, and we may claim the fixed compensation and the reasonable recovery costs provided by that Act.

In both cases, we may also suspend the service while an amount remains unpaid, as described in section 11.

7. Acceptable use

You agree not to use the service, or let anyone use it through your keys, in any of the following ways.

• for anything unlawful, fraudulent or harmful, or to create content that infringes the rights of others;
• to send personal data that you are not allowed to process, or to process it in a way the law does not allow;
• to send special categories of personal data (such as health data) or information covered by professional secrecy, unless we have agreed to it in writing beforehand;
• to make decisions that have legal or similarly significant effects on people without meaningful human review;
• to probe, overload or disrupt the service, get around rate limits or metering, or access data that is not yours;
• to resell or give access to the service to third parties as a stand-alone product without our written consent.

8. Your data

8.1 Your content

You keep all rights to the inputs you send and the outputs you receive. We process the content of your calls only to produce the response and do not store it. We keep usage records (time, agent, token counts, cost) to run and bill the service.

8.2 AI providers

When your agent runs with a third-party AI provider, including a backup provider used when the main one is unavailable, the content of each call is sent to that provider to produce the response. Depending on the provider, this may happen outside the United Kingdom and the European Economic Area (EEA); in that case the transfer relies on an adequacy decision (of the European Commission or, under UK law, of the UK government) or on appropriate safeguards such as standard contractual clauses. The sub-processors used for your agent, including any backup provider, are listed in the written list we send you before it goes live (section 8.3).

8.3 Processing personal data on your behalf (GDPR article 28)

When your inputs, or the examples you send us for a one-time purchase, contain personal data, you are the controller and we are your processor within the meaning of article 28 of the General Data Protection Regulation (GDPR) and of the UK GDPR. This section is our data processing agreement with you; a separate agreement signed with you prevails over it.

• Subject, nature and purpose. Running your agent, that is sending your inputs to the AI model and returning its output, for the duration of the contract. The content of calls is not stored. For a one-time purchase, building and testing your agent with the examples you send us, until they are deleted (section 4.3).
• Data and people concerned. The personal data you choose to include in your inputs or examples, about the people you decide (for example your customers, suppliers or staff). You tell us beforehand if it includes special categories of data (section 7).
• Instructions. We process this data only on your documented instructions (these terms, your agent's configuration and your written requests), including for transfers outside the United Kingdom and the EEA, unless the law requires otherwise; we then tell you first, unless the law forbids it. We tell you if we believe an instruction breaches data protection law.
• Confidentiality. The people authorized to process this data are bound by confidentiality.
• Security. We apply the measures required by article 32 of the GDPR, described in our privacy policy.
• Sub-processors. You give us a general authorization to use sub-processors (our hosting provider, our network provider and, where your agent uses them, third-party AI providers), bound by contract to the same data protection obligations. Before your agent goes live, we send you in writing the list of sub-processors that process its calls, including any backup provider (for each one, its name, address and contact details, the country where it processes the data, and its role). We keep this list up to date and tell you in writing at least 15 days before we add or replace a sub-processor for your agent; you may object within that period. If we cannot address the objection, you may end the contract without penalty, and we refund any unused prepaid credit (section 11).
• Assistance. As far as the nature of the processing allows, we help you answer requests from the people concerned and meet your obligations on security, data breach notification, impact assessments and prior consultation.
• Data breaches. We notify you without undue delay after becoming aware of a personal data breach affecting your data.
• End of the contract. We do not keep the content of calls, so there is nothing to return; any other personal data we process on your behalf is deleted or returned, as you choose, unless the law requires us to keep it. Examples sent for a one-time purchase are deleted as described in section 4.3.
• Audits. We give you the information needed to show that these obligations are met, and we allow audits, including inspections, by you or an auditor you appoint, with reasonable notice.

Our privacy policy explains how we handle the personal data of our own contacts and clients.

9. AI output and your review

The agent's output is generated automatically. It can be inaccurate, incomplete or unsuitable for your case, even after tuning. You are responsible for how you use the output. Review it before relying on it, especially before sending it to others or using it for decisions about people, money, health, safety or legal matters. The output is not professional advice.

Where the law requires it, you tell the people concerned that they are dealing with an AI system or that a text was generated by one.

If you notice mistakes, tell us. We adjust the agent's instructions to reduce them, but we cannot promise error-free output. For an agent you bought, adjustments after acceptance are changes (section 4.12).

10. Availability and support

We make reasonable efforts to keep the service available and responsive, but we do not promise uninterrupted or error-free operation. The service may be interrupted for maintenance, updates, an outage of a third-party provider or events outside our control. The status page shows the current state of the service. Support is available by email at [email protected] on business days.

11. Suspension and termination

• We may suspend access, after notice where possible, in case of unpaid amounts, a breach of these terms, abuse, or a risk to the security of the service or of other clients.
• You may stop using the service at any time. Monthly plans end as described in section 6.3.
• Either party may end the contract with 30 days' written notice, or immediately if the other party seriously breaches these terms and does not fix it within 15 days of being notified.
• If we end the service for a reason other than your breach, or if you end the contract because of a price change (section 6.4), a sub-processor change you objected to (section 8.3) or a change to these terms (section 13), we refund any unused prepaid credit. Otherwise, prepaid credit is not refundable, except where the law requires it.

12. Liability

To the extent permitted by law, we are not liable for indirect losses such as loss of profit, revenue, business, goodwill or data, nor for losses caused by the use of outputs without appropriate review. Our total liability under the contract is limited to the amounts you paid us for the pay-per-token service (top-ups and plan fees) in the twelve months before the event giving rise to the claim. For a one-time purchase, the limit is the one set in section 4.9; where a claim involves both an order and hosting, the part that concerns the order is subject to that limit and the part that concerns hosting to the limit in this section.

Neither party is liable for a failure caused by force majeure, that is an event beyond its control that it could not reasonably foresee when the contract was made and whose effects it cannot avoid by appropriate measures (for a business established in France, within the meaning of article 1218 of the French Civil Code).

Nothing in these terms limits liability for gross negligence, willful misconduct or fraud, for death or personal injury caused by negligence, or any liability that cannot be limited by law.

13. Changes to these terms

We may update these terms. We will tell you about material changes by email or in your portal at least 30 days before they apply. If you do not agree, you may stop using the service and end the contract before that date; we then refund any unused prepaid credit (section 11). Continuing to use the service after that date means you accept the new terms.

14. Governing law and courts

The law that governs these terms, and the courts that hear disputes about them, depend on the country where your business is established, as follows.

• If your business is established in France, these terms and every contract made under them are governed by French law, and any dispute that cannot be settled amicably falls under the exclusive jurisdiction of the courts of Paris, France. The French version of these terms prevails.
• If your business is established outside France, these terms and every contract made under them are governed by the law of England and Wales, and any dispute that cannot be settled amicably falls under the exclusive jurisdiction of the courts of England and Wales. The English version of these terms prevails.

15. Contact

UNDERM LTD, 71-75 Shelton Street, Covent Garden, London WC2H 9JQ, United Kingdom. You can write to us at [email protected].