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Last Updated: December 04, 2025

These Terms and Conditions ("Terms") govern your relationship with AgencyFlux ("us", "we", "our" or "AgencyFlux"), a business registered in the United Kingdom, and the use of our website (https://agencyflux.co) and services (the "Services").

By accessing our website or engaging our agency for services, you agree to be bound by these Terms. If you disagree with any part of the terms, you may not access the Service.

1. Definitions

- "Client" means the individual or entity engaging AgencyFlux for Services.

- "Services" means the web design, automation development, AI agent implementation, and consulting services provided by AgencyFlux.

- "Project" means the specific scope of work agreed upon in a Proposal or Statement of Work (SOW).

- "Deliverables" means the final websites, workflows, code, or systems delivered to the Client.

2. Engagement & Services

2.1 Scope of Work

AgencyFlux will provide the Services described in the specific Proposal or Statement of Work ("SOW") agreed upon by the Client. Any changes to the scope must be agreed upon in writing and may incur additional fees.

2.2 Third-Party Tools

Our Services often rely on third-party platforms including, but not limited to, Framer, n8n, Vapi, Retell AI, OpenAI, and Stripe. The Client acknowledges that:

- AgencyFlux does not own or control these platforms.

- Costs associated with these third-party subscriptions (e.g., Vapi API credits, Framer hosting fees) are the responsibility of the Client unless otherwise stated in the SOW.

- AgencyFlux is not liable for service outages, API changes, or data policies of these third-party providers.

3. Client Obligations

To ensure the successful delivery of the Project, the Client agrees to:

- Provide all necessary access to accounts (e.g., DNS, CRM, API keys) in a timely manner.

- Deliver all required assets (content, images, branding) as requested during onboarding.

- Review and provide feedback on Deliverables within the timelines specified in the SOW.

- Acknowledge that delays in providing assets or feedback will result in delays to the Project timeline.

4. Fees and Payment

4.1 Payment Terms

- Services are billed according to the schedule in the Proposal (typically a deposit followed by milestone payments).

- All payments are processed securely via Stripe or PayPal.

- Invoices are due upon receipt unless otherwise specified.

- AgencyFlux reserves the right to pause work if payments are outstanding.

4.2 Refunds & Cancellations

- Deposits are non-refundable. They cover the initial setup, research, and resource allocation for your Project.

- If the Client cancels the Project after work has commenced, the Client is liable for all work completed up to the cancellation date.

5. Intellectual Property Rights

5.1 Client Ownership

Upon full payment of all fees, the Client is granted full ownership of the final Deliverables, including:

- The Framer website design and content.

- Custom automation workflows (exports/JSON files).

- Specific configurations of AI agents.

5.2 AgencyFlux Ownership (Background IP)

AgencyFlux retains ownership of its pre-existing code, reusable automation libraries, templates, methodologies, and know-how ("Background IP"). The Client receives a perpetual, non-exclusive, royalty-free license to use this Background IP as part of the Deliverables for their internal business purposes.

6. Confidentiality

Both parties agree to keep confidential all non-public information obtained from the other party that is designated as confidential or which, by its nature, should reasonably be understood to be confidential. This includes business strategies, customer data, and proprietary technical information.

7. Warranties and Liability

7.1 No Guarantees on AI Output

The Client acknowledges that Services involving Artificial Intelligence (e.g., LLMs, Voice Agents) are probabilistic in nature. AgencyFlux cannot guarantee that AI outputs will be 100% accurate, error-free, or free from "hallucinations."

7.2 Limitation of Liability

To the maximum extent permitted by applicable law:

- AgencyFlux shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, data, or goodwill.

- Our total liability for any claim arising out of or relating to these Terms or our Services shall not exceed the total amount paid by the Client to AgencyFlux for the specific Project giving rise to the claim.

8. Termination

Either party may terminate the engagement with written notice if the other party breaches a material term of these Terms and fails to cure such breach within 14 days of receiving notice. Upon termination, the Client shall pay AgencyFlux for all Services performed up to the effective date of termination.

9. Governing Law

These Terms shall be governed and construed in accordance with the laws of England and Wales, without regard to its conflict of law provisions. The parties submit to the exclusive jurisdiction of the courts of England and Wales to resolve any dispute arising out of or in connection with these Terms.