Terms of Service

These Terms of Service (the “Terms”) govern the relationship between Sentinay Ltd (“Sentinay”, “we”, “us”, or “our”) and the business or individual named in any signed proposal, quotation, or service agreement (“Customer”, “you”).

By engaging Sentinay to provide AI messaging or automation services, you agree to these Terms. If you do not agree, you must not use or continue using our services.

1. The Sentinay Service

1.1 Description

Sentinay provides AI-driven automation and messaging services to help businesses engage with leads and customers (for example, by automatically responding to missed calls or following up with old leads).

All services are provided externally by Sentinay — you do not receive direct access to a hosted platform, dashboard, or software environment unless expressly agreed in writing.

1.2 Delivery

We will set up and manage your automation systems (e.g., via third-party providers such as Twilio, Google Sheets, or n8n) according to the agreed scope.

Our services are delivered “as managed” — meaning Sentinay configures, monitors, and maintains them for you, rather than granting you login-based access.

1.3 Third-Party Providers

We may use trusted third-party providers to deliver parts of the service (e.g., hosting, telephony, email, or data processing). Sentinay is not responsible for the performance, reliability, or availability of third-party platforms beyond our reasonable control.

2. Customer Responsibilities

You agree to:

• Provide accurate information required for setup and delivery of the service
• Maintain lawful use of the automations, ensuring all messages, calls, or communications comply with applicable UK laws and regulations, including:
  • the Privacy and Electronic Communications Regulations (PECR)
  • the UK GDPR and Data Protection Act 2018
  • any industry-specific rules on marketing or consent
• Obtain valid consent or have a lawful basis for all communications made through Sentinay automations
• Use the service in a way that does not cause harm, spam, harassment, or unlawful activity

Sentinay is not responsible for obtaining or verifying communication consent on your behalf. You remain the data controller for any personal data processed via your automations.

3. Fees and Payment

3.1 Fees

All service fees, subscription rates, and usage charges are set out in your proposal, invoice, or service agreement (the “Fees”).

3.2 Payment Terms

Unless otherwise stated, invoices are payable monthly in advance. Payment must be received in full before services continue into the next billing cycle.

All fees are non-refundable, including for partial months or unused credits, except where required by law.

3.3 Late Payment

If payment is overdue by more than ten (10) days, Sentinay may suspend services until payment is made. Late payments may incur interest at 1% per month or the maximum rate allowed by law.

3.4 Taxes

All Fees are exclusive of VAT or other applicable taxes, which will be charged at the prevailing rate.

4. Data Protection and Confidentiality

4.1 Roles

When Sentinay processes Customer data (such as leads or contacts) to deliver its services, Sentinay acts as a data processor and the Customer as the data controller, as defined under the UK GDPR.

A separate Data Processing Agreement (DPA) may apply if required by law or requested by the Customer.

4.2 Confidentiality

Each party agrees to keep confidential all information disclosed by the other that is not public, and to use it solely for fulfilling this Agreement.

Confidentiality obligations do not apply to information that is publicly known, independently developed, or required to be disclosed by law.

5. Intellectual Property

All software, frameworks, scripts, automations, workflows, or systems created by Sentinay remain the intellectual property of Sentinay Ltd, unless otherwise agreed in writing.

Customers receive a limited, non-exclusive, revocable licence to use the automations and workflows created for their business for as long as their subscription or service agreement remains active.

6. Warranties and Disclaimers

Sentinay will perform services with reasonable skill and care consistent with industry standards. However, the Customer acknowledges and agrees that:

• The service depends on third-party providers (e.g., Twilio, Google, Anthropic, etc.) outside of Sentinay's control
• Sentinay does not guarantee continuous, error-free operation of these systems
• Results (such as lead conversions or sales outcomes) cannot be guaranteed

Except as expressly stated, Sentinay provides all services on an “as is” basis and disclaims all warranties, whether express or implied, including warranties of fitness for purpose or merchantability.

7. Liability

7.1 Exclusion of Damages

To the fullest extent permitted by law, Sentinay shall not be liable for any indirect, incidental, consequential, or special losses, including loss of profits, business, or data.

7.2 Maximum Liability

Sentinay's total aggregate liability for any claim under these Terms shall not exceed the total amount paid by the Customer to Sentinay in the three (3) months preceding the event giving rise to the claim.

8. Termination

8.1 By Either Party

Either party may terminate this Agreement with 30 days' written notice, or immediately if the other party materially breaches these Terms and fails to remedy the breach within 14 days of notice.

8.2 Effect of Termination

Upon termination:

• Sentinay will disable and/or remove any hosted automations
• Customer access to ongoing services will end
• All outstanding invoices become immediately due and payable

Intellectual property rights, confidentiality, limitations of liability, and data protection obligations shall survive termination.

9. Governing Law and Jurisdiction

These Terms and any disputes arising under them shall be governed by and construed in accordance with the laws of England and Wales.

Both parties agree that the courts of England and Wales shall have exclusive jurisdiction over any dispute.

10. Miscellaneous

• Independent Contractor: Sentinay is an independent contractor; nothing in these Terms creates a partnership, joint venture, or employment relationship.
• Amendments: Sentinay may update these Terms periodically. Updated versions will be posted on our website, and continued use of the services constitutes acceptance of any changes.
• Force Majeure: Neither party is liable for delays or failures caused by events beyond their reasonable control (e.g., natural disasters, internet outages, strikes).
• Severability: If any provision is found invalid, the remaining provisions shall remain in full force.
• Notices: All formal notices should be sent via email to tom@sentinay.com.