These Terms of Service ("Terms") are a legally binding agreement between AscentaAI ("we", "us", "our") and the business or individual subscribing to the Service ("Client", "you"). They govern your access to and use of the AscentaAI platform, including the AI assistant, dashboard, booking integrations, and reminder services. Read these Terms alongside our Privacy Policy, which is incorporated by reference.
| Service | The AscentaAI AI-powered messaging platform, including the AI assistant, dashboard, Google Calendar integration, Instagram DM integration, website chat widget, SMS/email reminder system, and all related infrastructure. |
| Client / you | The business, sole trader, or authorised individual subscribing to the Service. |
| End-Customer | A third-party individual (your customer) who interacts with the AI assistant via Instagram DM or your website chat widget. |
| Message | Any single DM or chat widget message sent or received by the AI assistant. Both inbound (End-Customer to bot) and outbound (bot to End-Customer) messages count toward the monthly allowance. |
| Business Data | Information you provide via onboarding and the dashboard: business name, services, prices, opening hours, and custom FAQs. |
| Overage | Additional charge when monthly message count exceeds the allowance of your subscription tier. |
| Setup Fee | The one-time fee for configuration, integration, and deployment of the Service for your business. |
| DPA | Data Processing Agreement, set out in Schedule 1 to these Terms. |
| Force Majeure Event | Any event outside a party's reasonable control, including Meta, Google, or Anthropic platform outages. |
To subscribe you must be at least 18, be a UK business owner or authorised representative, have the legal authority to bind the business, and hold a valid Instagram Business or Creator account and Google Calendar. You are responsible for keeping your account credentials secure and for all activity under your account.
Subject to payment and compliance with these Terms, we will configure your AI assistant, connect it to your Instagram DM channel and Google Calendar, and (optionally) deploy a website chat widget. Following receipt of your Setup Fee and completed onboarding form, your assistant will be live within 48 hours on business days.
We target 99% uptime per calendar month, excluding planned maintenance and Force Majeure Events. If downtime exceeds 4 consecutive hours due to a failure within our control, you may claim a pro-rata credit against the following month's subscription by emailing billing@ascentaai.co.uk within 30 days of the outage.
All prices exclude VAT. SMS and email reminders do not count toward your message allowance.
The Setup Fee is non-refundable once onboarding has begun. If we are unable to complete onboarding due to a failure on our side, we will refund it in full.
Subscriptions are billed monthly in advance via Stripe. If a payment fails we retry up to 3 times over 7 days. Outstanding amounts after 14 days may result in service suspension and, if unpaid after a further 14 days, termination.
Your allowance resets on each billing date. When 50 messages remain, you receive an email alert and dashboard notification. The service is never hard-capped — messages continue beyond your allowance (soft cap) and Overage is charged at month-end, rounded up to the nearest 100 messages.
We will give at least 30 days' written notice of any price increase. If you disagree, you may cancel before the change takes effect. Disputed charges must be raised within 30 days of the invoice date at billing@ascentaai.co.uk.
We are not liable for incorrect AI responses arising from inaccurate Business Data you have provided, or for your failure to comply with your own GDPR obligations as a data controller.
Cancel at any time via your dashboard or by emailing billing@ascentaai.co.uk. Notice must be received at least 30 days before your next billing date. If received with less than 30 days' notice, one final month is charged and the Service continues until the end of that period. No partial-month refunds.
We may terminate immediately (without refund) for: material breach unremedied after 14 days' written notice; non-payment after 14 days; Acceptable Use Policy violation; or legal/regulatory requirement. For termination for convenience, we will give 30 days' notice and refund any prepaid unused subscription fees.
On termination, the AI assistant ceases operation, all integrations are disconnected, dashboard access is revoked, and outstanding fees (including accrued Overage) remain payable. You may request a data export before termination takes effect.
Upgrades take effect immediately (pro-rata charge for the remainder of the billing period). Downgrades take effect at the start of the next billing period.
We own all Intellectual Property Rights in the Service, including platform software, AI architecture, dashboard, prompt engineering, and branding. You receive only a limited, non-exclusive, revocable licence to use the Service during your Subscription.
You retain all IP rights in your Business Data. By providing it, you grant us a non-exclusive, royalty-free licence to use it solely to provide and improve the Service for your account. This licence ends on termination.
You must not use the Service to:
Each party agrees to keep the other's Confidential Information strictly confidential and to use it only for the purpose of performing obligations under these Terms. We treat your Business Data, conversation logs, customer data, and usage statistics as your Confidential Information. You treat our prompt engineering methodology, pricing structures, unreleased roadmap, and technical architecture details as ours.
Confidentiality obligations do not apply to information that is publicly available, already known to the recipient, independently developed, or required to be disclosed by law (with notice to the other party where legally permissible).
To the maximum extent permitted by law, we are not liable for: indirect, incidental, special, or consequential losses; loss of profits, revenue, business, or data; losses arising from inaccurate AI responses, third-party platform failures (Meta, Google, Anthropic, Twilio), Force Majeure Events, inaccurate Business Data, or your failure to comply with your own GDPR obligations.
Our total aggregate liability in connection with these Terms shall not exceed the total Subscription fees paid by you in the 3 months immediately preceding the event giving rise to the claim.
Nothing in these Terms limits liability for: death or personal injury caused by negligence; fraud or fraudulent misrepresentation; or any other liability that cannot be limited under UK law.
You agree to indemnify and hold harmless AscentaAI from any claims, damages, costs, and legal fees arising from: your breach of these Terms; your violation of applicable law; inaccurate or unlawful Business Data; your failure to comply with your GDPR obligations as a data controller; or any End-Customer claim arising from AI responses produced on the basis of your instructions.
The DPA in Schedule 1 governs our processing of End-Customer personal data on your behalf as data processor, as required by Article 28 UK GDPR. By subscribing, you confirm you have a valid lawful basis for processing End-Customers' data through the Service and will provide them with appropriate privacy information. See also our Privacy Policy.
These Terms are governed by the laws of England and Wales. Before commencing legal proceedings, both parties agree to attempt resolution through: (1) written notice of the dispute; (2) good-faith discussion within 14 days; (3) mediation if discussion fails, with a mediator agreed between the parties or appointed by CEDR. Either party may seek urgent injunctive relief without first following this process. Claims must be brought within 2 years of the claimant becoming aware of the facts giving rise to the claim.
This DPA forms part of the Terms of Service. It governs processing by AscentaAI ("Processor") of End-Customer personal data on behalf of the Client ("Controller"), as required by Article 28 UK GDPR.
| Subject matter | AI-powered customer messaging, booking, and reminder services |
| Duration | Term of the Subscription plus applicable post-termination retention period |
| Nature | Collection, storage, retrieval, use, transmission, and deletion of personal data |
| Purpose | Handling End-Customer enquiries, processing bookings, sending reminders, providing analytics |
| Data subjects | End-Customers interacting via Instagram DM or website chat widget |
| Categories of data | Instagram user IDs and display names; message content; booking details; optional email/phone for reminders |
As Processor, AscentaAI will:
The Controller provides general authorisation for use of the following sub-processors: Anthropic, Inc. (AI responses); Supabase, Inc. (database hosting); Twilio, Inc. (SMS reminders); Twilio SendGrid (email reminders); Meta Platforms Ireland Ltd. (Instagram API); Google LLC (Calendar API). The Controller may object to any new sub-processor within 14 days of notice and terminate without penalty if the objection cannot be resolved.
Transfers outside the UK are safeguarded via the UK-US Data Bridge, IDTAs, or EU SCCs with a UK Addendum, as applicable. Full details are available in the Privacy Policy or on request.
This DPA is governed by the laws of England and Wales.
By subscribing to AscentaAI and paying the Setup Fee, you confirm that you have read, understood, and agree to be bound by these Terms of Service (including Schedule 1) and the Privacy Policy.
If you have questions before subscribing, contact us at legal@ascentaai.co.uk.