Terms and Conditions

1. Introduction

Welcome to agent-native co. These Terms and Conditions ("Terms") govern your use of our website at www.agentnative.co (the "Website") and the services we provide.

By accessing our Website or engaging with our services, you agree to be bound by these Terms. If you do not agree with any part of these Terms, you should not use our Website or services.

1.1 About Us

agent-native co. is a boutique consultancy based in the United Kingdom, specialising in AI enablement, ways of working design, AI-assisted development, and coaching services.

Website: www.agentnative.co

1.2 Definitions

In these Terms:

• "We", "us", "our" refers to agent-native co.
• "You", "your" refers to the user of the Website or client of our services
• "Services" refers to all consultancy, coaching, development, and advisory services we provide
• "Website" refers to www.agentnative.co and all related subdomains
• "Agreement" refers to any contract for services between you and us

2. Use of the Website

2.1 Permitted Use

You may use our Website for:

• Learning about our services and capabilities
• Contacting us to enquire about services
• Accessing insights, case studies, and resources we publish
• Any other lawful purpose consistent with these Terms

2.2 Restrictions

You must not:

• Use the Website in any way that breaches applicable laws or regulations
• Use the Website in any way that is unlawful or fraudulent
• Use the Website to transmit malicious code, viruses, or harmful material
• Attempt to gain unauthorised access to our systems or networks
• Copy, reproduce, or redistribute content without our permission
• Use automated systems or software to extract data (screen scraping)
• Impersonate any person or entity or misrepresent your affiliation
• Interfere with or disrupt the Website or servers

2.3 Intellectual Property

All content on the Website, including text, graphics, logos, designs, code, and software, is owned by agent-native co. or our licensors and is protected by copyright, trademark, and other intellectual property laws.

You may view and print content for your personal, non-commercial use, but you may not:

• Modify, adapt, or create derivative works
• Use content for commercial purposes without our written permission
• Remove or alter copyright notices or proprietary markings

2.4 User-Generated Content

If you submit content to us (e.g., through contact forms, feedback, or during engagements), you grant us a non-exclusive, royalty-free licence to use that content for the purposes of providing our services and improving our offerings.

You warrant that any content you submit:

• Is your own original work or you have permission to share it
• Does not infringe any third-party rights
• Does not contain illegal, defamatory, or objectionable material

3. Our Services

3.1 Service Offerings

We provide professional services including but not limited to:

• Ways of Working Assessments and Design
• AI Enablement and AI-Assisted Development
• Coaching for Teams and Leaders
• Playbook and Practice Creation
• Process Design and Improvement
• Team Topology Design
• Custom Software Development and Integration

3.2 Service Agreements

Specific services are provided under separate service agreements or statements of work that will include: scope of services; deliverables and timelines; fees and payment terms; specific terms applicable to the engagement; intellectual property arrangements.

These Terms form part of any service agreement, except where expressly contradicted by the specific agreement.

3.3 No Guarantee of Results

While we strive to deliver high-quality services, we cannot guarantee specific business outcomes, results, or performance improvements. Our services are advisory in nature, and actual results will depend on various factors, many of which are outside our control.

3.4 Client Responsibilities

When engaging our services, you agree to:

• Provide accurate and complete information
• Grant reasonable access to personnel, systems, and information as needed
• Respond to requests for feedback and decisions in a timely manner
• Comply with applicable laws and regulations
• Pay fees according to agreed terms

4. Fees and Payment

4.1 Fees

Fees for our services will be agreed in writing before commencement and may include: fixed project fees; time-based billing (daily or hourly rates); retainer arrangements; value-based pricing.

Unless otherwise stated, fees are exclusive of VAT and other applicable taxes.

4.2 Payment Terms

Payment terms will be specified in your service agreement, typically:

• Invoices issued monthly or upon completion of milestones
• Payment due within 30 days of invoice date
• Late payment subject to interest charges as permitted by law

4.3 Expenses

Reasonable expenses incurred in delivering services (e.g., travel, accommodation, software licences) will be charged in addition to fees, subject to your prior approval where costs exceed agreed thresholds.

4.4 Taxes

You are responsible for all applicable taxes (except our corporate income tax), including VAT, withholding tax, or sales tax related to our services.

5. Confidentiality

5.1 Our Obligations

We will treat as confidential all information about your business, operations, and affairs that you share with us during our engagement ("Confidential Information").

We will:

• Use Confidential Information only for the purpose of providing services
• Protect it with the same care we use for our own confidential information
• Not disclose it to third parties without your consent (except as required by law or to trusted service providers under confidentiality obligations)

5.2 Exceptions

Confidential Information does not include information that:

• Is publicly available through no fault of ours
• Was rightfully in our possession before disclosure
• Is independently developed by us without reference to your information
• Is required to be disclosed by law or regulatory authority

5.3 Retention of Information

We may retain copies of work products and information for our internal records, quality assurance, and legal compliance purposes, subject to our confidentiality obligations.

6. Intellectual Property

6.1 Pre-Existing IP

Each party retains ownership of their pre-existing intellectual property, including:

• Our methodologies, frameworks, tools, and templates
• Your existing systems, processes, and business information

6.2 Work Product Ownership

Unless otherwise agreed in writing:

• Custom deliverables created specifically for you (e.g., bespoke software, custom playbooks) become your property upon full payment
• General methodologies and tools we use or develop remain our property, though you receive a licence to use them for your internal business purposes
• Insights and learnings from our work may be used by us in anonymised form

6.3 Third-Party Components

Any third-party software, libraries, or components integrated into work products remain subject to their respective licences. We will inform you of material third-party components and their licence requirements.

6.4 Licence to Our Tools

We grant you a non-exclusive, non-transferable licence to use any of our general tools, templates, or methodologies provided during our engagement for your internal business purposes only.

7. Warranties and Disclaimers

7.1 Our Warranties

We warrant that:

• Services will be performed with reasonable care and skill
• We have the right and authority to provide the services
• Services will comply with applicable laws and regulations

7.2 Disclaimer

TO THE EXTENT PERMITTED BY LAW:

The Website and all content are provided "as is" without warranties of any kind, either express or implied, including but not limited to: warranties of merchantability or fitness for a particular purpose; warranties that the Website will be uninterrupted, secure, or error-free; warranties regarding the accuracy or completeness of content.

We do not warrant that:

• Our services will achieve any specific results
• Our advice will be suitable for your particular circumstances without your own evaluation
• Third-party tools or services we recommend will perform as expected

8. Limitation of Liability

8.1 Liability Cap

TO THE EXTENT PERMITTED BY LAW, our total liability to you for any claims arising from or related to our services or these Terms shall not exceed: the fees paid by you for the specific services giving rise to the claim, or £10,000 if no fees have been paid.

This limitation applies to all types of claims, whether in contract, tort (including negligence), breach of statutory duty, or otherwise.

8.2 Excluded Losses

TO THE EXTENT PERMITTED BY LAW, we shall not be liable for:

• Loss of profits, revenue, or business opportunities
• Loss of data or corruption of data
• Loss of goodwill or reputation
• Any indirect, consequential, or special losses

Even if we have been advised of the possibility of such losses.

8.3 Exceptions

Nothing in these Terms excludes or limits our liability for:

• Death or personal injury caused by our negligence
• Fraud or fraudulent misrepresentation
• Any other liability that cannot be excluded or limited under English law

8.4 Your Remedies

Your sole remedy for any breach of warranty or unsatisfactory services is:

• For us to re-perform the services to meet the agreed standard, or
• If re-performance is not possible or reasonable, a refund of fees paid for the deficient services

9. Indemnification

9.1 Your Indemnity

You agree to indemnify and hold us harmless from any claims, losses, damages, or expenses (including reasonable legal fees) arising from:

• Your breach of these Terms
• Your use of our services
• Your violation of any law or third-party rights
• Inaccurate information you provide to us

9.2 Our Indemnity

We will indemnify you against third-party claims that our services or deliverables infringe intellectual property rights, provided you: notify us promptly of the claim; give us control of the defence and settlement; provide reasonable assistance in the defence.

We may, at our option, modify or replace infringing materials or obtain a licence for your continued use.

10. Term and Termination

10.1 Term

These Terms apply for as long as you use our Website or engage with our services.

Service agreements have their own term and termination provisions as specified in each agreement.

10.2 Termination of Service Agreements

Either party may terminate a service agreement:

• By mutual written consent
• As specified in the service agreement
• Immediately if the other party commits a material breach and fails to remedy it within 14 days of written notice
• Immediately if the other party becomes insolvent or enters bankruptcy or administration

10.3 Effect of Termination

Upon termination:

• You must pay for all services delivered and expenses incurred up to the termination date
• We will return or destroy your confidential information (except as required for legal or accounting purposes)
• Provisions regarding confidentiality, intellectual property, liability, and indemnification survive termination

11. Data Protection

We process personal data in accordance with our Privacy Statement and applicable data protection laws, including UK GDPR.

When we process personal data on your behalf as part of our services, we will enter into appropriate data processing agreements as required by law.

For full details on how we handle personal data, please see our Privacy Statement.

12. General Provisions

12.1 Changes to Terms

We may update these Terms from time to time. Changes will be posted on this page with an updated "Last updated" date. Your continued use of the Website or services after changes are posted constitutes acceptance of the new Terms.

For service agreements in progress, material changes will not apply without your consent.

12.2 Entire Agreement

These Terms, together with any service agreement and our Privacy Statement, constitute the entire agreement between you and us regarding use of the Website and services, superseding any prior agreements or understandings.

12.3 Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will continue in full force and effect. The invalid provision will be replaced with a valid provision that most closely achieves the intended effect.

12.4 Waiver

No waiver of any provision of these Terms will be deemed a further or continuing waiver of that or any other provision. Our failure to enforce any right or provision does not constitute a waiver of that right or provision.

12.5 Assignment

You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign our rights and obligations to any successor or affiliate with notice to you.

12.6 Force Majeure

Neither party will be liable for failure to perform obligations due to circumstances beyond their reasonable control, including natural disasters, war, terrorism, strikes, government actions, or failures of internet or telecommunications infrastructure.

12.7 No Partnership

Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship between you and us.

12.8 Third-Party Rights

These Terms are between you and agent-native co. only. No third party has any right to enforce any provision of these Terms under the Contracts (Rights of Third Parties) Act 1999.

13. Governing Law and Jurisdiction

13.1 Governing Law

These Terms and any service agreements are governed by and construed in accordance with the laws of England and Wales.

13.2 Jurisdiction

Any disputes arising from these Terms or our services will be subject to the exclusive jurisdiction of the courts of England and Wales.

13.3 Dispute Resolution

Before initiating legal proceedings, we encourage you to contact us to discuss any concerns. We are committed to resolving issues amicably and efficiently.

14. Contact Information

If you have any questions about these Terms or wish to discuss a service engagement, please contact us:

agent-native co.
Email: contact@agentnative.co
Website: www.agentnative.co

15. Complaints

If you are dissatisfied with our services, please contact us promptly. We have an internal complaints procedure and will work with you to resolve any issues fairly and efficiently.