Legal
Terms & Conditions
Last updated: 2 July 2026
These Terms are organised in three parts:
- Part A: General Terms. Apply to everyone: website visitors, AI Receptionist subscribers, and studio clients.
- Part B: AI Receptionist Terms. Apply when you subscribe to the essere.ai AI Receptionist (our AI voice agent).
- Part C: Studio Services Terms. Apply when you engage essere.ai for custom services: systems and digital transformation (Foundations), AI agents, automations and AI education (Intelligence), and any other bespoke work agreed in a Proposal.
If Part B or Part C conflicts with Part A, the more specific part prevails for that service. If a signed Proposal conflicts with these Terms, the Proposal prevails for that engagement.
Part A: General Terms
A1. Acceptance of Terms
These Terms and Conditions (“Terms”) are entered into by and between you (“you”, “Subscriber” or “Client”, as applicable) and Essere.ai, operated by N.K.P. Essere.ai Consulting Limited, a company registered in Cyprus (“Essere.ai”, “we”, “us”, “our”). These Terms govern your access to and use of the essere.ai website, the Essere.ai platform and services (collectively, the “Platform”).
By using the website, subscribing to the AI Receptionist, or engaging our studio services, you confirm that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. If you do not agree, you must not access or use the Platform.
A2. Eligibility and Business Use
The Platform and Services are intended only for individuals at least eighteen (18) years of age. The Platform is intended for business use only. By subscribing or engaging our services, you confirm that you are purchasing on behalf of a business and not as a private consumer. Essere.ai reserves the right to refuse service to anyone who cannot confirm business use.
A3. Term
This agreement remains in full force and effect while you use the Platform or Services. All provisions of these Terms that by their nature should survive termination shall survive, including ownership provisions, warranty disclaimers, indemnity, and limitations of liability.
A4. Changes to Terms
Essere.ai may revise and update these Terms at any time at its sole discretion. All changes are effective immediately upon posting and apply to all access to and use of the Platform thereafter. Your continued use of the Platform following the posting of updated Terms constitutes your acceptance of those changes. We will endeavour to notify Subscribers and Clients of material changes by email to the address on file.
A5. Website Use
The essere.ai website and its content (text, graphics, logos, animations, code) are the property of Essere.ai and are protected by intellectual property laws. You may not scrape, copy, reproduce, or create derivative works from the website without our prior written consent. Information on the website, including pricing, is provided for general information and may change at any time; the applicable price is the price shown at checkout or in your Proposal.
A6. Intellectual Property (Platform)
Essere.ai is the sole owner of all intellectual property rights in and to the Platform, including all underlying technology, AI models, software, and associated trademarks and service marks. These Terms grant no intellectual property rights in the Platform or Services to the Subscriber or Client, except as expressly set out in Part C for custom deliverables.
A7. Indemnification
By you: You agree to indemnify, defend, and hold harmless Essere.ai and its officers, directors, employees, and agents from and against any third-party claims, losses, liabilities, damages, costs, and expenses (including reasonable legal fees) arising from or relating to:
- Your breach of these Terms
- Your use or misuse of the Services
- Any claims by callers or third parties arising from your configuration or use of the AI Receptionist
- Your failure to comply with applicable laws, including call recording consent requirements
By Essere.ai:Essere.ai agrees to indemnify you against direct losses arising from third-party claims that the Platform, as provided by Essere.ai, directly infringes a third party’s intellectual property rights, provided you promptly notify Essere.ai of any such claim and cooperate fully in its defence.
A8. Disclaimer of Warranties
The Platform and Services are provided “as is” and “as available” without warranty of any kind, either express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, or non-infringement. Essere.ai does not warrant that the Platform will be uninterrupted, error-free, or that any defects will be corrected.
A9. AI Output Disclaimer
The Services use artificial intelligence. AI-generated output (including conversations held by the AI Receptionist, transcripts, summaries, and content produced in studio deliverables) may contain errors, omissions, or inaccuracies. Essere.ai does not warrant that AI output is accurate, complete, or fit for any specific purpose. You are responsible for reviewing AI output that you rely on, and for the business decisions you take based on it. Essere.ai shall not be liable for statements made by, or actions taken through, an AI Receptionist during a call, except where caused by Essere.ai’s gross negligence or wilful misconduct.
A10. Limitation of Liability
To the fullest extent permitted by applicable law, Essere.ai shall not be liable for any indirect, special, incidental, consequential, or exemplary damages arising from the use of or inability to use the Platform or Services, including without limitation loss of revenue, loss of profits, loss of data, loss of goodwill, or business interruption.
In no event shall Essere.ai’s total aggregate liability for all claims arising under or in connection with these Terms exceed the total fees paid by you to Essere.ai during the six (6) months immediately preceding the date on which the claim arose.
A11. Force Majeure
Essere.ai shall not be liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, labour disputes, internet or telecommunications failures, power outages, failures of third-party infrastructure providers, or governmental action. Your payment obligations for services already delivered are not affected.
A12. Assignment
Essere.ai may assign, transfer, or sub-contract its rights and obligations under these Terms at any time without notice. You may not assign or transfer any rights or obligations under these Terms without the prior written consent of Essere.ai.
A13. Governing Law and Jurisdiction
These Terms and any disputes or claims arising from or in connection with them (including non-contractual disputes) shall be governed by and construed in accordance with the laws of England and Wales. Each party irrevocably submits to the exclusive jurisdiction of the courts of England and Wales.
Subscribers and Clients accessing the Platform from other jurisdictions are responsible for ensuring compliance with all applicable local laws and regulations.
A14. Waiver and Severability
No failure or delay by Essere.ai in exercising any right or remedy under these Terms shall constitute a waiver of that right or remedy. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, that provision shall be limited to the minimum extent necessary, and the remaining provisions shall continue in full force and effect.
A15. Entire Agreement
These Terms, the Privacy Policy, and any signed Proposal together constitute the entire agreement between you and Essere.ai with respect to the Platform and Services, and supersede all prior agreements, representations, and understandings, whether written or oral.
A16. Contact
All enquiries, support requests, and legal notices under these Terms should be directed to:
Essere.ai
support@essere.ai
Part B: AI Receptionist Terms
B1. The Services
Essere.ai provides an AI-powered inbound receptionist (the “AI Receptionist”, also referred to as an AI voice agent) to its Subscribers, with services including:
- Call Answering: AI-led inbound call handling on behalf of the Subscriber
- Call Transcription: automatic transcription of inbound calls
- Call Recording: recording of inbound calls, subject to Section B9
- Call Summaries: automatic post-call summaries available in the Subscriber dashboard
- Calendar Booking: appointment scheduling through Essere.ai’s built-in calendar, with optional synchronisation with third-party calendar services including Google Calendar and Microsoft Outlook
- CRM Updates: automatic updating of Subscriber records within the Essere.ai built-in CRM dashboard
- Email Summaries: post-call email summaries delivered to the Subscriber upon configuration
- Live Transfer: transfer of active calls to the Subscriber upon request or based on configured rules
All plans are subject to Essere.ai’s Reasonable Use Policy (Section B2).
B2. Reasonable Use
Each subscription covers one business and its assigned phone number(s). Minute allowances and features are intended for genuine inbound business use. Essere.ai may restrict usage that is abusive, artificial (for example, automated or self-generated call traffic), or that materially exceeds normal patterns for the selected plan, and will contact the Subscriber before doing so where practicable.
B3. AI Disclosure and Transparency
The AI Receptionist identifies itself as an artificial intelligence system at the start of each call, in the language of the conversation, in line with transparency obligations under applicable law, including Article 50 of the EU Artificial Intelligence Act. This disclosure is built into the Platform. The Subscriber must not configure or instruct the AI Receptionist to present itself as a human being. Where local law imposes additional disclosure requirements on the Subscriber’s calls, the Subscriber is responsible for identifying and complying with them.
B4. Third-Party Integrations
Essere.ai may offer integrations with third-party services, including but not limited to Google Calendar, Microsoft Outlook, and third-party AI voice infrastructure providers. Essere.ai is not responsible for the availability, accuracy, or performance of any third-party service and shall not be liable for any loss or disruption arising from third-party service failures.
B5. Onboarding and Setup Timeline
Essere.ai targets activation of the Subscriber’s AI Receptionist within thirty (30) minutes of the Subscriber completing the onboarding form. This target reflects normal operating conditions and is provided as a guide, not a contractual guarantee.
In the event that a technical error occurs during the onboarding or setup phase that prevents the AI Receptionist from going live within the target timeframe, Essere.ai shall use its best endeavours to identify, investigate, and resolve the error within forty-eight (48) hours of the issue being identified or reported by the Subscriber, whichever is earlier.
Essere.ai is not liable for any loss, damage, or missed opportunity arising from a delay to the go-live date caused by technical errors during the setup phase, provided Essere.ai uses reasonable endeavours to resolve the issue within the forty-eight (48) hour window stated above. Subscribers experiencing setup issues should contact support@essere.ai immediately so that the team can prioritise resolution.
B6. Dedicated Phone Number
Each subscription includes the provision of a dedicated inbound phone number assigned exclusively to the Subscriber. The Subscriber shares this number with their clients; all inbound calls to that number are handled by the Subscriber’s AI Receptionist. The Subscriber’s existing personal or business phone number is unaffected. Upon cancellation or termination, the assigned number is subject to the reservation and release terms set out in Section B13.3.
B7. Platform Updates
The Platform is continuously developed and improved. Essere.ai reserves the right to modify, enhance, or discontinue any feature at any time. Where practicable, Subscribers will be notified of material changes in advance.
B8. Excluded and High-Risk Use
Essere.ai’s services are not intended for use in HIPAA-regulated healthcare environments or in legal proceedings where attorney-client privilege applies. Subscribers operating in such regulated industries are solely responsible for ensuring compliance with applicable regulations.
The AI Receptionist is not an emergency service and must not be relied upon for emergency calls, medical advice, safety-critical instructions, or any situation where a failed or misunderstood call could result in personal injury or serious harm. Essere.ai shall bear no liability in connection with such use.
B9. Call Recording
Call recording is a core feature of the Essere.ai platform and is required for transcription, call summaries, and CRM functionality. The AI Receptionist announces at the start of every call that the call may be recorded; this Call Recording Disclosure is enabled by default and can be managed through the Subscriber dashboard.
The Subscriber is solely responsiblefor ensuring compliance with all applicable call recording and privacy laws in their jurisdiction, including any requirements to inform callers that a call is being recorded. Essere.ai shall not be liable for any legal claims, regulatory penalties, or damages arising from the Subscriber’s disabling of the call recording disclosure or failure to otherwise comply with applicable recording laws.
B10. Service Plans and Payment
B10.1 Service Plans
Essere.ai offers AI Receptionist service plans on a month-to-month subscription basis. Plan details and current pricing are available at https://essere.ai. Essere.ai is not liable for the content of third-party websites, web pages, or resources, including any erroneous or out-of-date pricing information.
Key definitions:
- “Available Hours”: the hours during which the AI Receptionist is active, as configured by the Subscriber through their dashboard
- “Inbound Calls”: calls received by the Subscriber’s assigned phone number and handled by the AI Receptionist. Spam calls, misdials, and unsolicited promotional calls are not counted toward plan usage
- “Overage”: usage beyond the minute allowance included in the Subscriber’s selected plan
- “Per Month”: the calendar month billing cycle beginning on the Subscriber’s subscription date
Essere.ai reserves the right to block, restrict, or terminate Services at any time with or without notice.
B10.2 Subscriptions
Your subscription begins on the date of your first payment (“Subscription Date”). By subscribing, you agree to pay all fees associated with your selected plan. The monthly subscription fee is automatically charged on the Subscription Date each month and continues until cancelled.
Subscribers may upgrade or change their plan at any time through the Subscriber dashboard or by contacting support@essere.ai.
B10.3 Free Plans and Trials
Where Essere.ai offers a free plan, free minutes, or a trial, these are provided as a courtesy, without warranty and without any service commitment, and may be modified or withdrawn at any time. Each Subscriber (each business and each individual user) is eligible for the free plan only once. Free allowances have no cash value, do not roll over, and may not be combined across accounts. A free plan does not auto-convert to a paid plan without the Subscriber’s explicit action. Essere.ai may revoke free access in cases of misuse, including repeat sign-ups intended to obtain additional free allowances.
B10.4 Overage Packages
Minute allowances are included in each plan as specified at the time of subscription. Additional minutes beyond the included allowance must be purchased in advance through pre-purchased overage packages available in the Subscriber’s dashboard. Essere.ai does not automatically bill overage charges at the end of a billing cycle.
B10.5 Payment Failure and Retry
If a scheduled payment fails, Essere.ai will attempt to collect payment as follows:
- Day 0: initial payment attempt on the Subscription Date
- Day 1: first retry
- Day 3: final retry
Services remain active throughout the retry window. If payment is not successfully collected following the final retry, the subscription will be terminated and access to the Platform suspended. To reactivate a terminated account, the Subscriber must contact support@essere.ai and settle any outstanding balance.
B10.6 Taxes and VAT
All prices displayed on the Essere.ai website and at checkout are exclusive of VAT and any other applicable taxes. The applicable tax amount, if any, will be calculated and displayed at checkout based on the Subscriber’s location and tax status.
Subscribers who are VAT-registered businesses may enter their VAT registration number at checkout. Where a valid VAT number is provided by a business located within the European Union, the reverse charge mechanism applies and VAT is not charged by Essere.ai; the Subscriber accounts for VAT in their own jurisdiction in accordance with applicable EU VAT rules.
Where no valid VAT number is provided, any applicable VAT or indirect tax will be added to the subscription fee at the prevailing rate and collected by Essere.ai at checkout. All applicable taxes are the sole responsibility of the Subscriber and shall be paid in addition to the stated subscription fee.
B10.7 Billing Disputes
Any dispute regarding a charge must be submitted in writing to support@essere.ai within 30 days of the charge date. Disputes raised after this period will not be considered and the Subscriber waives any right to challenge that charge. Essere.ai will investigate all valid disputes and respond within 14 business days of receipt.
B10.8 Discounts, Offers, and Credits
Discounts and promotional offers may be used only once per Subscriber. Unless explicitly stated otherwise, discounts are available to new first-time Subscribers only and may not be combined with other offers. Essere.ai reserves the right to revoke any discount or credit in cases of misuse.
B11. No Refund Policy
All payments made to Essere.ai are non-refundable. By subscribing, you acknowledge and agree that no refunds will be issued for any reason, including early cancellation, unused service periods, or plan changes.
B11.1 Remedy Clause
Notwithstanding the above, if a material technical failure directly attributable to Essere.ai prevents the core functionality of the AI Receptionist from operating as described in Section B1, and such failure is reported by the Subscriber within seven (7) days of onboarding completion, Essere.ai will use reasonable endeavours to remedy the failure at no additional cost to the Subscriber. This remedy is limited to technical rectification and does not entitle the Subscriber to a financial refund under any circumstances.
B12. Confidentiality and Data
Essere.ai processes personal data in accordance with the General Data Protection Regulation (GDPR), including the data minimisation principle set out in Article 5(1)(e). Personal data is retained only for as long as necessary for the purpose for which it was collected, and deleted or irreversibly anonymised upon expiry of the applicable retention period.
B12.1 Information Collected
During onboarding, Essere.ai collects information provided by the Subscriber including business name, industry, operational scope, and AI agent configuration preferences. During operation, the Platform collects caller information, call recordings, transcripts, and CRM data generated through the AI Receptionist.
B12.2 Confidentiality
Essere.ai treats all Subscriber Information with the highest degree of confidentiality. “Subscriber Information” means all data, content, and information collected by Essere.ai in connection with the provision of the Services, including but not limited to business configuration data, call recordings, transcripts, and caller information.
Subscriber Information shall not be disclosed, sold, rented, transferred, or made available to any third party except: (a) to Essere.ai personnel and authorised subprocessors who require access solely and strictly for the purpose of delivering the Services, and who are bound by confidentiality obligations no less protective than those set out herein; (b) as required by applicable law, court order, or regulatory authority; or (c) with the Subscriber’s prior written consent.
Essere.ai will not use Subscriber Information for any purpose other than the performance of the Services, except as expressly set out in these Terms. All personnel with access to Subscriber Information are subject to strict confidentiality obligations and are trained accordingly.
B12.3 Data Retention
Essere.ai retains Subscriber data for the following periods. Retention periods begin from the date of the relevant event (call date, record creation, or subscription termination, as applicable).
| Data Type | Retention Period |
|---|---|
| Call recordings | 90 days from call date |
| Call transcripts | 90 days from call date |
| Call summaries | 90 days from call date |
| Call metadata (duration, timestamps) | 90 days from call date |
| Lead data | 90 days from subscription termination |
| Appointment records | 90 days from subscription termination |
| Client account data | 90 days from subscription termination |
| Payment and billing records | 7 years (as required by applicable law) |
Upon cancellation or termination of a subscription, the Subscriber’s account remains intact and all associated data is preserved for 90 days (“Grace Period”). During this period the Subscriber may reactivate their account and retain full access to their data without any new setup process. After the Grace Period expires, all account data is permanently deleted or irreversibly anonymised in accordance with the table above.
Subscribers may request early deletion of their data at any time by contacting support@essere.ai. Requests will be processed within 30 days. Payment and billing records are exempt from early deletion requests and will be retained for the full legally required period regardless of such requests.
B12.4 Data Storage and International Transfers
Subscriber data is stored on secure infrastructure located in the United States and/or the European Union. Where personal data is transferred to or processed by service providers located outside the European Economic Area (including in the United States), such transfers are carried out under appropriate safeguards, including Standard Contractual Clauses (SCCs) approved by the European Commission. Essere.ai is developing region-specific data residency options, which will be communicated to Subscribers when available.
B12.5 AI Model Improvement
Essere.ai may use anonymised and aggregated call data to improve the performance of its AI models. No personally identifiable information is used for this purpose. Subscribers may opt out at any time by contacting support@essere.ai.
B12.6 Security
Essere.ai implements appropriate technical and organisational measures to protect Subscriber data against unauthorised access, loss, or disclosure, including encryption, access controls, and regular security monitoring.
B12.7 Security Breach Notification
In the event of a personal data breach, Essere.ai will notify the competent data protection supervisory authority within seventy-two (72) hours of becoming aware of the breach, where required under applicable law. Essere.ai will cooperate fully to investigate the cause, prevent recurrence, and mitigate any harmful effects.
Where a breach is likely to result in a high risk to the rights and freedoms of affected individuals, Essere.ai will also notify the affected Subscriber without undue delay, providing details of the nature of the breach, the categories of data affected, and the measures taken or proposed to address it.
Essere.ai shall not be liable for any loss, damage, or harm suffered by the Subscriber or any third party arising from a data breach, except where such breach results directly from Essere.ai’s gross negligence or wilful misconduct.
B12.8 Data Processing
In providing the Services, Essere.ai acts as a data processor on behalf of the Subscriber, who acts as the data controller in respect of any personal data relating to callers and third parties. Essere.ai processes such personal data only on the documented instructions of the Subscriber, as set out in these Terms, and for no other purpose. The Subscriber is solely responsible for ensuring a lawful basis exists for the collection and processing of caller personal data, and for compliance with all applicable data protection laws.
Where a caller or third party contacts Essere.ai directly with a data subject request, such as a request to access, rectify, or delete their personal data, Essere.ai will direct that individual to the relevant Subscriber, who as data controller is responsible for handling the request. Essere.ai will cooperate with the Subscriber to fulfil any such request in accordance with applicable data protection law.
B12.9 Sub-Processors
By accepting these Terms, the Subscriber grants Essere.ai general written authorisation to engage third-party sub-processors (including providers of voice infrastructure, payment processing, calendar integration, and other services necessary for the delivery of the Platform) to process personal data on Essere.ai’s behalf.
Essere.ai will ensure that all sub-processors are bound by data protection obligations no less protective than those set out in these Terms. Essere.ai remains fully liable to the Subscriber for the performance of any sub-processor.
Essere.ai will notify Subscribers of any intended changes to sub-processors, including additions or replacements, giving Subscribers a reasonable opportunity to object before the change takes effect. Objections must be submitted in writing to support@essere.ai.
B12.10 Data Protection Impact Assessment Assistance
Where the Subscriber is required to carry out a Data Protection Impact Assessment (DPIA) under GDPR Article 35 in connection with processing activities carried out using the Platform, Essere.ai will provide reasonable assistance to the Subscriber in completing such assessment. Subscribers requiring DPIA assistance should contact support@essere.ai.
B12.11 Audit Rights
Subscribers may request information reasonably necessary to demonstrate Essere.ai’s compliance with its obligations as a data processor under applicable data protection law. Such requests must be submitted in writing to support@essere.ai. Essere.ai will respond within thirty (30) days of receipt.
Where a Subscriber wishes to conduct or commission an audit or inspection of Essere.ai’s data processing activities, Essere.ai will cooperate with such audit subject to: (a) reasonable prior written notice of no less than thirty (30) days; (b) agreement on scope, timing, and confidentiality arrangements in advance; and (c) the audit being conducted at the Subscriber’s cost. Essere.ai may satisfy this obligation by providing an up-to-date third-party certification or audit report in lieu of a direct inspection.
B12.12 California Privacy (CCPA)
Subscribers serving California residents are solely responsible for compliance with the California Consumer Privacy Act (CCPA) in respect of their callers’ personal data.
B12.13 Subscriber Responsibility for Confidentiality
Essere.ai is not responsible for breaches of confidentiality arising from instructions provided by the Subscriber, acts or omissions of the Subscriber’s authorised personnel, or the Subscriber’s configuration of integrations with third-party systems.
B12.14 Subscriber Data Rights
Subscribers have the following rights in respect of their data held by Essere.ai, exercisable directly from the Subscriber dashboard:
- Right to Data Portability (GDPR Art. 20): Subscribers may export all their data at any time via Settings, “Download My Data”. This produces a complete export of all calls, leads, and appointments in a machine-readable format.
- Right to Erasure (GDPR Art. 17): Subscribers may permanently delete individual lead records and call data directly from the dashboard. Deletion is immediate and irreversible. Alternatively, Subscribers may request full account deletion by contacting support@essere.ai, which will be processed within 30 days.
These rights apply to data for which the Subscriber is the data controller. Payment and billing records are exempt from erasure requests and are retained for the legally required period as set out in Section B12.3.
B13. Cancellation and Termination
B13.1 Cancellation by Subscriber
Subscribers may cancel their subscription at any time through the Subscriber portal. Cancellation takes effect at the end of the current billing period. There is no minimum term and no cancellation fee. No refund is issued for any unused portion of the billing period. A cancellation confirmation will be sent to the Subscriber’s email address on file.
B13.2 Termination by Essere.ai
Essere.ai may suspend or terminate the Services immediately in the following circumstances:
- Non-payment following the retry schedule in Section B10.5
- Subscriber breach of these Terms
- Use of the Services in contravention of any applicable law
- Any other reason at Essere.ai’s sole discretion
B13.3 Phone Number Reservation
Upon cancellation or termination, the Subscriber’s assigned phone number will be reserved for thirty (30) days. During this period, the Subscriber may reactivate their account and retain their number by contacting support@essere.ai. After thirty (30) days, Essere.ai reserves the right to deactivate, archive, or reassign the number at its sole discretion. Essere.ai shall not be liable for any consequences arising from the reassignment of a number following this period.
B13.4 Effect of Termination
Upon termination, access to the Platform and all associated Services will be suspended. Subscriber data will be retained and subsequently deleted in accordance with Section B12.3. Provisions of these Terms that by their nature should survive termination shall continue to apply.
B14. Acceptable Use
Subscribers are prohibited from:
- Using the Services for any unlawful, fraudulent, harmful, or deceptive purpose
- Transmitting abusive, threatening, hateful, or objectionable content through the Platform
- Attempting to reverse engineer, copy, modify, or create derivative works of the Platform
- Introducing malware, viruses, or other harmful code to the Platform
- Using the Services to harass, spam, or cause nuisance to third parties
- Configuring the AI Receptionist to impersonate a human being or a third party
- Reselling, sublicensing, or white-labelling the Services without prior written consent from Essere.ai
B15. Subscriber Content
To build and operate the AI Receptionist, the Subscriber provides business information, including website content, and configuration preferences. The Subscriber warrants that they own or are authorised to use all materials they provide, and grants Essere.ai a non-exclusive licence to use those materials solely to deliver the Services. Content created by the Subscriber through use of the Services, including agent configurations, scripts, and CRM data, remains the property of the Subscriber.
Part C: Studio Services Terms
These terms apply to custom services delivered by Essere.ai, including systems and digital transformation work (CRM implementation, workflow design, automations, SOPs), AI agents and automations, AI education and training, and any other bespoke engagement.
C1. Proposals and Scope
Each engagement is defined in a written proposal, statement of work, or order form agreed between the parties (the “Proposal”). The Proposal sets out the scope, deliverables, timeline, fees, and payment schedule. These Terms apply to every Proposal; where a Proposal expressly varies these Terms, the Proposal prevails for that engagement. Work not described in the Proposal is out of scope.
C2. Quotes
Quotes and Proposals are valid for thirty (30) days from issue unless stated otherwise. An engagement begins when the Client accepts the Proposal in writing (email is sufficient) or pays the initial invoice, whichever occurs first.
C3. Fees and Payment
Fees and the payment schedule are set out in the Proposal. Unless the Proposal states otherwise: (a) an upfront deposit is payable before work begins and is non-refundable once work has commenced; (b) invoices are due within fourteen (14) days of issue; and (c) all fees are exclusive of VAT and applicable taxes, which are handled as described in Section B10.6.
If an invoice remains unpaid after its due date, Essere.ai may suspend work until payment is received, and delivery timelines extend accordingly. Deliverables, access, and intellectual property rights are not transferred while invoices remain outstanding.
C4. Change Requests
Changes to scope must be requested in writing. Essere.ai will assess the impact on fees and timeline and confirm any adjustment before proceeding. Essere.ai is not obliged to perform out-of-scope work.
C5. Client Cooperation
The Client will provide, in a timely manner, the access, information, materials, and approvals reasonably needed to deliver the engagement (including access to relevant systems and personnel). Delays caused by the Client extend the timeline correspondingly and do not entitle the Client to a reduction in fees. The Client warrants that it owns or is licensed to use all materials it provides, and that providing them to Essere.ai does not breach any law or third-party right.
C6. Delivery and Acceptance
Deliverables are submitted for the Client’s review as set out in the Proposal. The Client has fourteen (14) days from delivery to accept or to give specific written notice of material non-conformance with the Proposal. Deliverables are deemed accepted if no such notice is received within that period, or upon the Client’s first productive use of the deliverable, whichever occurs first. Where valid non-conformance is reported, Essere.ai will remedy it at no additional cost; this is the Client’s sole remedy for non-conforming deliverables.
Unless the Proposal states otherwise, each deliverable includes up to three (3) rounds of revisions. A revision is a refinement of the deliverable within the scope set out in the Proposal; a request that changes the agreed scope, requirements, or functionality is a change request under Section C4, not a revision. Revision requests beyond the included rounds are quoted and billed as additional work.
C7. Intellectual Property in Deliverables
Upon full payment of all fees due under the Proposal, the Client owns the final deliverables created specifically for the Client under that engagement.
Essere.ai retains all rights in its pre-existing intellectual property and in anything of general application developed during the engagement, including tools, frameworks, templates, prompts, workflows, know-how, and methodologies (“Essere.ai Materials”). To the extent Essere.ai Materials are embedded in a deliverable, Essere.ai grants the Client a perpetual, non-exclusive, non-transferable licence to use them as part of that deliverable for the Client’s internal business purposes. Nothing in an engagement prevents Essere.ai from performing similar services for other clients.
C8. Third-Party Platforms and Licences
Engagements frequently build on third-party platforms (for example CRM, automation, or AI platforms). Unless the Proposal states otherwise, the Client is responsible for procuring and paying for its own subscriptions and licences to those platforms, and the third party’s terms govern their use. Essere.ai is not responsible for third-party pricing changes, feature changes, outages, or discontinuation, and shall not be liable for any loss arising from them.
C9. AI-Assisted Delivery
Essere.ai may use artificial intelligence tools in delivering studio services. Final deliverables are reviewed by Essere.ai personnel before delivery, and Essere.ai remains responsible for the overall performance of the services as described in the Proposal. The AI output disclaimer in Section A9 applies.
C10. No Guarantee of Business Outcomes
Essere.ai will perform studio services with reasonable skill and care. However, business results depend on factors outside Essere.ai’s control, and Essere.ai does not warrant or guarantee any specific business outcome, including revenue, cost savings, response rates, rankings, or growth, unless expressly guaranteed in writing in the Proposal.
C11. Confidentiality
Each party will keep the other party’s confidential information confidential, use it only for the purposes of the engagement, and disclose it only to personnel and advisers who need it and are bound by equivalent obligations. This obligation survives for three (3) years after the engagement ends and does not apply to information that is public, independently developed, or required to be disclosed by law.
C12. Portfolio and Publicity
Essere.ai may identify the Client by name and logo as a client, and may describe the engagement in general, non-confidential terms in its portfolio, website, and marketing materials, unless the Client opts out in writing.
C13. Non-Solicitation
During an engagement and for twelve (12) months after it ends, neither party will directly solicit for employment or engagement any employee or contractor of the other party who was materially involved in the engagement. General public job advertisements are not a breach of this clause.
C14. Termination of Engagements
Either party may terminate an engagement with fourteen (14) days’ written notice. On termination, the Client pays for all work performed and expenses incurred up to the effective date of termination; deposits are non-refundable as set out in Section C3. Essere.ai may terminate an engagement immediately if the Client materially breaches these Terms or the Proposal and fails to cure the breach within fourteen (14) days of written notice.
Questions about these Terms: support@essere.ai