1. DEFINITIONS

1.1 "The Company" refers to NixLeads (Maksymilian Lichodziejewski T/A).

1.2 "The Client" refers to the business entity utilizing the checkout, uploading data, or purchasing services.

1.3 "The System" refers to the AI-driven SMS reactivation software, allocated Client Portal, CRM infrastructure, telecom gateways, and automations provided by The Company.

2. SCOPE OF SERVICE

2.1 Execution Only: The Company agrees to provide the technical infrastructure to send SMS messages and process AI responses. The Company does not guarantee any specific monetary result, booked appointment rate, or Return on Investment (ROI).

2.2 Technological Variables: The Client acknowledges that SMS delivery is subject to third-party telecommunication providers and carrier spam filters. The Company is not liable for messages blocked or filtered by downstream networks due to the Client's historical sender reputation or data quality.

2.3 AI Behavior: The System uses an automated Large Language Model (LLM). While highly trained for service qualification, "AI hallucinations" can theoretically occur. The Company is not liable for non-binding offers, factual errors, or miscommunications generated by the AI during SMS discourse with end-users.

3. DATA COMPLIANCE & INDEMNITY (STRICT OBLIGATION)

3.1 Origin of Data: The Client unconditionally warrants that all contact information uploaded via CSV is "warm data" (Past Customers, Previous Quotes, or Inbound Enquiries) holding a preexisting commercial relationship. The uploading of "Cold," "Scraped," or "Bought" databases is strictly prohibited and violates telecom policies.

3.2 GDPR Status: Under the UK GDPR and Data Protection Act 2018, The Client operates as the Data Controller, and The Company acts exclusively as the Data Processor. The Client certifies they possess the necessary legal basis (Legitimate Interest or Soft Opt-In) to dispatch promotional or reactivation SMS to the uploaded contacts.

3.3 Full Indemnification: The Client agrees to fully indemnify and hold The Company completely harmless against any fines, claims, damages, carrier penalties, or legal costs arising from violations of PECR, GDPR complaints, or spam penalties issued by the ICO or A2P 10DLC carriers.

4. FEES, THE 7-DAY PILOT, & AUTOMATIC SUBSCRIPTIONS

4.1 The Autonomous Mandate: Standard License Fees are non-refundable and are automatically billed to the vaulted payment method in advance of the monthly service period.

4.2 The 7-Day Proof of Concept Trial: If The Client enters via a designated "Pilot" promotion and completes the secure checkout validation, The Company grants a strictly limited, 7-day trial of The System, processing an initial test batch of up to 50 verified contacts. The Client incurs zero upfront setup cost for this pilot period. A payment card is securely vaulted via Stripe simply to authenticate the telecom API gateway and ensure user validity.

4.3 Automatic Paid License Transition (The Handover): The intent of the Pilot is immediate systemic transition. If The Client does not cancel the service in writing prior to the expiration of the 7-day trial period, the account will seamlessly and automatically upgrade to the Paid Monthly License at 297.00 GBP per month. By entering payment details at checkout, The Client expressly authorizes The Company to charge this recurring fee to keep the AI machine and active leads functional.

4.4 Abuse Prevention & Termination: The Company reserves the immediate right to terminate any account or freeze trial data processing without notice if the Client’s uploaded list exhibits a bounce/failure rate exceeding 20 percent, in order to protect upstream carrier reputation.

4.5 Subscription Cancellation: After transition to the 297.00 GBP Monthly License, the agreement continues on a rolling monthly basis. The Client may terminate the active subscription at any time with 30 days written notice to The Company, at which point System access and active lead pipelines will be archived.

5. INTELLECTUAL PROPERTY & ASSET OWNERSHIP

5.1 License Only: The Client is granted a revocable, non-exclusive digital license to use the NixLeads front-end system while active billing continues.

5.2 Core Infrastructure: All underlying Configuration Logic, backend workflows, proprietary AI Prompts, snapshot variables, and automation architecture remain the exclusive, undisputed intellectual property of NixLeads. The Client may not reverse-engineer, duplicate, or resell this underlying logic.

6. LIMITATION OF LIABILITY

6.1 To the maximum extent permitted by Scots Law, The Company’s total liability for any claim shall be capped and not exceed the total software license fees paid by The Client in the preceding one (1) month period. The Company assumes zero liability for indirect damages, including loss of potential profit, corrupted internal data, or perceived business interruption.

7. GOVERNING LAW

7.1 This commercial agreement is to be governed by and strictly construed in accordance with the laws of Scotland. Both parties irrevocably submit to the exclusive jurisdiction of the Scottish Courts for any resulting dispute.