Terms & Conditions

In these Terms and Conditions, the following definitions apply: "Agreement" means the contract between StoreFront AI and the Client, comprising these Terms and Conditions together with any signed Proposal, Service Schedule, or Order Confirmation. "Client" means the business entity or individual that engages StoreFront AI to provide Services. "Deliverables" means any website, AI system, automation workflow, copy, design asset, or other output produced by StoreFront AI in the course of providing the Services. "Intellectual Property Rights" means all patents, trade marks, service marks, registered designs, copyrights, database rights, design rights, know-how, trade secrets, and all other intellectual property rights, whether registered or unregistered. "Services" means the AI automation services provided by StoreFront AI as described in Clause 3 and any applicable Service Schedule. "Setup Fee" means the one-time fee payable at or before the commencement of Services. "Monthly Retainer" means the recurring fee payable monthly in advance for the ongoing provision of Services. "StoreFront AI" means the trading name operated by Conor Shiel, County Wicklow, Ireland. References to "writing" include email. Headings are for convenience only and shall not affect interpretation.

These Terms and Conditions govern all engagements between StoreFront AI and the Client. By signing a Proposal, submitting an Order Confirmation, making payment of a Setup Fee, or otherwise instructing StoreFront AI to commence Services, the Client agrees to be bound by these Terms and Conditions in their entirety. Where there is any inconsistency between these Terms and Conditions and any other document, these Terms and Conditions shall prevail unless expressly agreed otherwise in writing signed by StoreFront AI. The Client warrants that the person accepting these Terms has authority to bind the Client entity to this Agreement. Where the Client is a limited company, partnership, or other legal entity, the individual accepting these Terms represents that they are duly authorised to do so. No variation to these Terms shall be binding unless agreed in writing and signed by a representative of StoreFront AI.

StoreFront AI provides AI automation services to local and regional businesses in Ireland and internationally. Services include, but are not limited to: AI Chatbot Installation and Management: Design, configuration, training, deployment, and ongoing management of AI-powered chat assistants on the Client's website. Full Website Redesign and Rebuild: Complete design and development of a new website, including visual design, copywriting, conversion optimisation, lead capture integration, and technical build. Review Automation: Configuration and management of automated customer review request systems via email or SMS, together with monitoring and response management. Lead Follow-Up Sequences: Design and deployment of automated email and SMS follow-up workflows for new enquiries. The specific scope of Services for each Client shall be set out in a written Service Schedule or Proposal agreed between the parties. StoreFront AI reserves the right to engage appropriately qualified subcontractors to assist in the delivery of Services, provided that StoreFront AI shall remain responsible for the acts and omissions of such subcontractors. StoreFront AI shall use reasonable skill and care in the provision of Services. The Client acknowledges that the results of AI-powered services are inherently variable and that StoreFront AI does not guarantee specific outcomes, including but not limited to lead volumes, conversion rates, revenue increases, or search engine rankings.

Setup Fee: A one-time Setup Fee is payable in full prior to or upon commencement of Services. Work will not commence until the Setup Fee has been received in cleared funds, unless otherwise agreed in writing. Monthly Retainer: The Monthly Retainer is payable monthly in advance on the anniversary of the commencement date. StoreFront AI will issue invoices electronically by email. Current Pricing: Pricing is as set out on our website at storefrontai.eu and in any Proposal issued to the Client. StoreFront AI reserves the right to revise pricing upon giving not less than 30 days' written notice to existing clients. Payment Terms: Invoices are due within 14 days of the invoice date unless otherwise specified. StoreFront AI reserves the right to charge interest on overdue amounts at the rate prescribed by the European Communities (Late Payment in Commercial Transactions) Regulations 2012 (S.I. No. 580 of 2012), currently 8 percentage points above the European Central Bank reference rate. Value Added Tax: All fees are stated exclusive of VAT unless expressly stated otherwise. Where applicable, VAT shall be charged at the prevailing rate in accordance with Irish VAT legislation. Clients registered for VAT in other EU member states may be subject to the reverse charge mechanism. Disputed Invoices: If the Client disputes any invoice in good faith, they must notify StoreFront AI in writing within 7 days of the invoice date, setting out the grounds for dispute. Undisputed portions of the invoice remain due and payable within the standard payment terms.

The Client agrees to: (a) Provide StoreFront AI with timely access to all information, materials, credentials, and cooperation reasonably required for the provision of Services, including but not limited to website access, CRM credentials, Google Business Profile access, and relevant business information. (b) Ensure that all information provided to StoreFront AI is accurate, complete, and not misleading. (c) Designate a named point of contact with authority to provide instructions and approvals. (d) Review and approve Deliverables within the timeframes set out in the Service Schedule. Where the Client fails to respond to approval requests within 5 business days, StoreFront AI may proceed on the basis of deemed approval. (e) Comply with all applicable laws in connection with their use of the Services and Deliverables, including laws relating to data protection, electronic communications, advertising standards, and consumer protection. (f) Ensure that all content provided by the Client to StoreFront AI (including images, text, logos, and business information) does not infringe the Intellectual Property Rights of any third party and does not contain unlawful, defamatory, or misleading content. (g) Not interfere with, reverse-engineer, or attempt to circumvent any AI systems, automations, or technical configurations deployed by StoreFront AI. StoreFront AI shall not be liable for any delay or failure in the provision of Services caused by the Client's failure to fulfil its obligations under this clause.

Pre-Existing Intellectual Property: Each party retains ownership of its pre-existing Intellectual Property Rights. StoreFront AI retains all rights in its proprietary methodologies, tools, frameworks, software, templates, and know-how, whether or not incorporated into Deliverables. Client Content: The Client retains ownership of all content, data, trademarks, and materials provided by the Client to StoreFront AI ("Client Materials"). The Client grants StoreFront AI a non-exclusive, royalty-free licence to use Client Materials solely for the purpose of providing the Services during the term of the Agreement. Deliverables: Subject to receipt of all fees due, StoreFront AI assigns to the Client the Intellectual Property Rights in the final Deliverables specifically created for the Client under the Agreement, with the exception of any underlying tools, frameworks, third-party components, or AI systems which shall remain the property of StoreFront AI or the relevant third-party providers. Third-Party Components: Deliverables may incorporate open-source software, third-party platforms (including AI providers), and licensed components. The Client's right to use such components is subject to the applicable third-party licence terms. StoreFront AI will identify material third-party components in the relevant Service Schedule. Portfolio Rights: StoreFront AI reserves the right to reference the Client's name and describe the nature of Services provided for the purposes of its own marketing and portfolio, unless the Client objects in writing.

Each party agrees to keep confidential all Confidential Information received from the other party and not to disclose it to any third party without prior written consent, except as required by law or regulatory authority. "Confidential Information" means any information disclosed by one party to the other in connection with the Agreement that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information does not include information that: (a) is or becomes publicly available through no breach of this clause; (b) was already known to the receiving party before disclosure; (c) is independently developed by the receiving party; or (d) is required to be disclosed by law, court order, or regulatory requirement. The obligations of confidentiality shall survive termination of this Agreement for a period of 3 years.

Each party shall comply with all applicable data protection legislation, including the GDPR and the Data Protection Act 2018. Where StoreFront AI processes personal data on behalf of the Client in the course of providing Services (for example, by managing a chatbot that interacts with the Client's customers), StoreFront AI acts as a data processor and the Client acts as a data controller. In such circumstances, the parties shall enter into a Data Processing Agreement (DPA) as required by Article 28 GDPR. Where StoreFront AI collects and processes personal data for its own purposes (for example, contact details of Client personnel for account management), StoreFront AI acts as a data controller and such processing is governed by StoreFront AI's Privacy Policy available at storefrontai.eu/privacy. Each party shall promptly notify the other upon becoming aware of any actual or suspected personal data breach affecting the other party's data.

Monthly Services: Either party may terminate ongoing monthly Services by giving not less than 30 days' written notice. Notice of termination does not relieve the Client of any payment obligations accrued prior to the effective date of termination. The Monthly Retainer due for the final month of the notice period remains payable in full. For Cause: Either party may terminate the Agreement with immediate effect by written notice if the other party: (a) commits a material breach of the Agreement and fails to remedy it within 14 days of written notice requiring such remedy; (b) becomes insolvent, enters into liquidation, receivership, or examinership; or (c) ceases to carry on business. Effect of Termination: Upon termination for any reason: (a) all outstanding fees become immediately due and payable; (b) each party shall promptly return or destroy Confidential Information of the other; (c) StoreFront AI shall, upon request and receipt of all outstanding payments, provide the Client with reasonable assistance in migrating to an alternative provider; and (d) any licences granted under these Terms shall cease. Setup Fees are non-refundable in all circumstances, as they represent resource allocation and work already committed. Where the Client terminates within the first 3 months of an Agreement without cause, a cancellation fee equivalent to one additional Monthly Retainer becomes payable, representing reasonable compensation for onboarding costs incurred.

StoreFront AI warrants that: (a) it has the right, power, and authority to enter into and perform its obligations under this Agreement; (b) Services will be provided with reasonable skill and care by appropriately qualified personnel; and (c) to the best of its knowledge, Deliverables will not infringe the Intellectual Property Rights of any third party at the time of delivery. The Client warrants that: (a) it has the right, power, and authority to enter into and perform its obligations under this Agreement; (b) Client Materials do not infringe any third-party rights and comply with applicable law; and (c) it will use the Services and Deliverables in compliance with all applicable laws and regulations. AI and Automation Disclaimer: The Client acknowledges that AI technologies are inherently probabilistic and evolving. StoreFront AI does not warrant that AI-generated content, chatbot responses, or automated system outputs will be accurate, complete, error-free, or appropriate in all circumstances. The Client is responsible for reviewing AI-generated outputs and retains responsibility for all communications sent to its customers through automated systems. StoreFront AI recommends that Clients conduct periodic reviews of AI system outputs.

Nothing in these Terms shall limit or exclude either party's liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot be limited or excluded under applicable Irish law. Subject to the above, StoreFront AI's total aggregate liability to the Client under or in connection with this Agreement, whether arising in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total fees paid by the Client to StoreFront AI in the 3 months immediately preceding the event giving rise to the claim. StoreFront AI shall not be liable to the Client for any: (a) loss of profits; (b) loss of revenue; (c) loss of business; (d) loss of anticipated savings; (e) loss of goodwill; (f) loss or corruption of data; or (g) any indirect, consequential, or special loss, whether or not such loss was foreseeable or StoreFront AI had been advised of its possibility. StoreFront AI shall have no liability for any failure or underperformance of third-party AI platforms, voice providers, hosting services, or communication tools beyond its reasonable control, including OpenAI, Vapi, Google, or telecommunications carriers. The Client shall indemnify StoreFront AI against all claims, losses, damages, costs (including legal costs), and expenses arising from: (a) the Client's breach of these Terms; (b) the Client's use of Deliverables in a manner not authorised by StoreFront AI; or (c) any claim that Client Materials infringe the rights of a third party.

Neither party shall be in breach of this Agreement or liable for any delay or failure to perform its obligations if such delay or failure results from events, circumstances, or causes beyond its reasonable control, including but not limited to: acts of God, pandemic, civil unrest, government action, industrial action, failure of third-party providers, or internet infrastructure failures ("Force Majeure Event"). The affected party shall notify the other as soon as reasonably practicable and shall take all reasonable steps to mitigate the effects of the Force Majeure Event. If the Force Majeure Event continues for more than 60 days, either party may terminate the Agreement on 14 days' written notice without penalty, save that any fees accrued prior to the Force Majeure Event remain payable.

This Agreement and any dispute or claim arising out of or in connection with it or its subject matter (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of Ireland. The parties agree that the courts of Ireland shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement. Before commencing formal legal proceedings, the parties agree to attempt to resolve any dispute through good-faith negotiation. Either party may initiate this process by serving written notice of the dispute on the other. If the dispute is not resolved within 30 days of such notice (or such longer period as may be agreed), either party may pursue its legal remedies. Nothing in this clause prevents either party from seeking urgent injunctive or other equitable relief from a court of competent jurisdiction.

Entire Agreement: This Agreement constitutes the entire agreement between the parties in relation to its subject matter and supersedes all prior representations, negotiations, and agreements. Each party acknowledges that it has not relied on any representation, warranty, or undertaking not set out in this Agreement. Severability: If any provision of this Agreement is found to be invalid, unlawful, or unenforceable, that provision shall be deemed modified to the minimum extent necessary to make it valid and enforceable, or if such modification is not possible, it shall be severed from the Agreement. The remaining provisions shall continue in full force. Waiver: No failure or delay by either party in exercising any right or remedy shall constitute a waiver of that right or remedy. A waiver of any breach shall not be construed as a waiver of any subsequent breach. Assignment: The Client may not assign, transfer, or subcontract any of its rights or obligations under this Agreement without the prior written consent of StoreFront AI. StoreFront AI may assign this Agreement to any successor entity or group company upon written notice to the Client. Notices: All notices under this Agreement shall be in writing and sent by email to the addresses notified by each party. Notices shall be deemed received on the next business day following transmission. Third Party Rights: This Agreement does not confer any rights on any third party under the Contracts (Rights of Third Parties) Act 1999 or otherwise. Consumer Rights: If the Client is a consumer within the meaning of the Consumer Rights Act 2022 (Ireland), that Act may provide additional protections. These Terms do not affect such statutory rights.

StoreFront AI reserves the right to update these Terms and Conditions from time to time. The most recent version will always be available at storefrontai.eu/terms and will show the date of last revision. For existing clients, material changes will be communicated by email with at least 30 days' notice. Continued use of the Services following the effective date of any change constitutes acceptance of the revised Terms. For new clients, the Terms in force at the time of engagement shall apply.