Last updated: 7 July 2026
These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client", "you", or "your") and TensorSoft AI Limited, a company registered in England and Wales ("TensorSoft AI", "we", "us", or "our").
By accessing our website at tensorsoftai.co.uk, engaging our services, or placing an order with us, you acknowledge that you have read, understood, and agree to be bound by these Terms in their entirety. If you are entering into these Terms on behalf of a business or other legal entity, you represent that you have the authority to bind such entity to these Terms.
If you do not agree to these Terms, you must not use our website or engage our services.
These Terms should be read in conjunction with our Privacy Policy, which sets out how we collect, use, and protect your personal data.
In these Terms, the following definitions apply:
TensorSoft AI provides AI-accelerated software development services tailored for small and medium-sized enterprises (SMEs). Our Services include, but are not limited to:
The specific scope, deliverables, timelines, and acceptance criteria for each engagement shall be set out in a Statement of Work agreed upon by both parties prior to the commencement of work.
TensorSoft AI reserves the right to modify or discontinue any aspect of its Services at any time, provided that such changes shall not materially affect any ongoing project engagement without prior written agreement from the Client.
Certain features of our website and Services may require you to create an account. When registering, you agree to provide accurate, current, and complete information and to update such information as necessary to maintain its accuracy.
You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You must notify us immediately at info@tensorsoftai.co.uk if you become aware of any unauthorised use of your account or any other breach of security.
You agree to:
Each project engagement shall be governed by a Statement of Work that specifies the scope, deliverables, timeline, and fees. A SOW becomes binding upon written acceptance by both parties (which may include acceptance via email).
All prices are quoted in British Pounds Sterling (GBP) unless otherwise specified. Prices are exclusive of Value Added Tax (VAT), which shall be charged at the applicable rate where required by law. We offer fixed-price project engagements and, where agreed, time-and-materials billing at our then-current hourly or daily rates.
Unless otherwise agreed in writing, payment terms are as follows:
We accept payment via the following methods:
If any invoice remains unpaid beyond the due date, we reserve the right to charge interest on the outstanding amount at the rate of 8% per annum above the Bank of England base rate, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. We may also suspend work on any ongoing project until all outstanding amounts have been settled.
Subject to full payment of all fees due under the applicable Statement of Work, TensorSoft AI hereby assigns to the Client all Intellectual Property Rights in the bespoke Deliverables created specifically for the Client. Upon such assignment, the Client shall own the custom source code, designs, and documentation produced exclusively for the project.
TensorSoft AI retains all Intellectual Property Rights in its Pre-existing IP, including but not limited to proprietary frameworks, reusable code libraries, development tools, AI models, methodologies, and know-how. Where Pre-existing IP is incorporated into any Deliverables, TensorSoft AI grants the Client a non-exclusive, perpetual, royalty-free, worldwide licence to use such Pre-existing IP solely as part of and in connection with the Deliverables.
Deliverables may incorporate open-source software or third-party components. Such components remain subject to their respective licence terms. TensorSoft AI shall identify any material third-party components included in the Deliverables and provide the Client with details of the applicable licences.
Unless otherwise agreed in writing, TensorSoft AI reserves the right to reference the project in its portfolio, marketing materials, and case studies, using only general descriptions of the work performed. No Confidential Information shall be disclosed without the Client's prior written consent.
Each party agrees to hold the other party's Confidential Information in strict confidence and not to disclose such information to any third party except as expressly permitted under these Terms. Each party shall use the other party's Confidential Information only for the purpose of performing its obligations or exercising its rights under these Terms.
The obligations of confidentiality shall not apply to information that:
The obligations of confidentiality shall survive the termination or expiration of these Terms for a period of five (5) years, except in the case of trade secrets, which shall be protected for as long as they remain trade secrets under applicable law.
TensorSoft AI warrants that:
If during the Warranty Period the Client identifies a material defect in the Deliverables (i.e., a failure to conform to the agreed specifications), TensorSoft AI shall, at its own expense, use reasonable endeavours to correct the defect within a reasonable timeframe. This constitutes the Client's sole and exclusive remedy for breach of the warranty in Section 8.1.
Except as expressly stated in these Terms, all warranties, conditions, and representations, whether express or implied (including, without limitation, implied warranties of satisfactory quality, fitness for a particular purpose, and non-infringement), are excluded to the fullest extent permitted by law.
TensorSoft AI does not warrant that the Services or Deliverables will be uninterrupted, error-free, or free from vulnerabilities in all circumstances. AI-generated code components are reviewed by human experts; however, the Client acknowledges that no software can be guaranteed to be entirely free of defects.
Subject to Section 9.3, TensorSoft AI's total aggregate liability arising out of or in connection with these Terms, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total fees paid by the Client to TensorSoft AI under the applicable Statement of Work during the twelve (12) months immediately preceding the event giving rise to the claim.
Subject to Section 9.3, neither party shall be liable to the other for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, loss of revenue, loss of data, loss of business opportunity, loss of goodwill, or cost of procurement of substitute services, regardless of whether such damages were foreseeable and whether or not the party has been advised of the possibility of such damages.
Nothing in these Terms shall limit or exclude either party's liability for:
TensorSoft AI shall defend, indemnify, and hold harmless the Client from and against any third-party claims, damages, losses, and expenses (including reasonable legal fees) arising from any allegation that the Deliverables infringe a third party's Intellectual Property Rights, provided that TensorSoft AI is given prompt notice of any such claim, sole control of the defence and settlement, and reasonable cooperation by the Client.
The Client shall defend, indemnify, and hold harmless TensorSoft AI from and against any third-party claims, damages, losses, and expenses (including reasonable legal fees) arising from:
These Terms shall come into effect on the date you first access our website or engage our Services and shall continue until terminated in accordance with this Section.
Either party may terminate a Statement of Work by giving the other party not less than 30 days' written notice. In such event, the Client shall pay for all Services performed and expenses incurred up to the effective date of termination.
Either party may terminate these Terms or any Statement of Work immediately by written notice if the other party:
Upon termination:
Both parties agree to comply with all applicable data protection legislation, including but not limited to the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018.
Where TensorSoft AI processes personal data on behalf of the Client in the course of providing the Services, TensorSoft AI shall act as a data processor and the Client shall act as the data controller. In such circumstances, the parties shall enter into a Data Processing Agreement that sets out the subject matter, duration, nature, and purpose of the processing, the types of personal data involved, and the categories of data subjects.
TensorSoft AI shall implement appropriate technical and organisational measures to protect personal data against unauthorised or unlawful processing, accidental loss, destruction, or damage, in accordance with Article 32 of the UK GDPR.
In the event of a personal data breach (as defined in the UK GDPR), TensorSoft AI shall notify the Client without undue delay and in any event within 72 hours of becoming aware of the breach. Such notification shall include the nature of the breach, the categories and approximate number of data subjects affected, and the measures taken or proposed to mitigate its effects.
TensorSoft AI shall not transfer personal data outside the United Kingdom unless appropriate safeguards are in place in accordance with applicable data protection legislation, and the Client has been notified and, where required, has given prior written consent.
Neither party shall be liable for any failure or delay in performing its obligations under these Terms to the extent that such failure or delay is caused by a Force Majeure Event. A "Force Majeure Event" means any event beyond the reasonable control of the affected party, including but not limited to:
The affected party shall give prompt written notice to the other party of the Force Majeure Event and shall use reasonable endeavours to mitigate its effects. If a Force Majeure Event continues for more than 60 consecutive days, either party may terminate the affected Statement of Work by giving 14 days' written notice.
In the event of any dispute arising out of or in connection with these Terms, the parties shall first attempt to resolve the dispute through good faith negotiation. Either party may initiate the negotiation process by providing written notice to the other party, setting out the nature and basis of the dispute.
If the dispute is not resolved within 30 days of the initial notice, the parties agree to attempt to settle the dispute by mediation in accordance with the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure before commencing any court proceedings.
These Terms and any disputes or claims arising out of or in connection with them (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales. The parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.
TensorSoft AI reserves the right to modify or update these Terms at any time. Any changes shall become effective upon publication of the revised Terms on our website, with the "Last updated" date at the top of this page amended accordingly.
For existing Clients with active project engagements, we shall provide at least 30 days' written notice of any material changes to these Terms. Your continued use of the Services following the effective date of any changes constitutes your acceptance of the revised Terms.
We recommend that you review these Terms periodically to stay informed of any updates.
If you have any questions, concerns, or requests relating to these Terms of Service, please contact us:
We aim to respond to all enquiries within two (2) business days.