These Terms of Service (“Terms”) govern your use of the AI Code Coach website and services provided by Xcribe Limited (company number 14860348), a company registered in England and Wales (“we”, “us”, “our”).
By accessing our website or engaging our services, you agree to be bound by these Terms. If you do not agree, please do not use our website or services.
1. About Us
Xcribe Limited
Registered office: 11 Ducketts Wharf South Street, Bishop's Stortford, England, CM23 3AR
Company number: 14860348
Email: david@xcribe.ai
2. Definitions
- “Services” means the AI development coaching, training, consulting, and related services we provide.
- “Client” means the business or individual who engages us to provide Services.
- “Programme” means a specific coaching engagement as described in a Statement of Work or proposal.
- “Website” means the AI Code Coach website and all content therein.
- “Deliverables” means any materials, configurations, documentation, or other outputs produced as part of a Programme.
3. Website Use
3.1 Permitted Use
You may use our Website for lawful purposes only. You must not use our Website in any way that breaches any applicable local, national, or international law or regulation, or in any way that is unlawful or fraudulent.
3.2 Accuracy of Information
While we make reasonable efforts to ensure the information on our Website is accurate and up to date, we do not warrant the completeness, reliability, or accuracy of any content. Content is provided for general information purposes only and does not constitute professional advice.
3.3 Availability
We do not guarantee that our Website will be available at all times or that access will be uninterrupted. We may suspend, withdraw, or restrict access to the Website at any time without notice.
4. Services
4.1 Engagement
All Services are provided subject to a separate written agreement, Statement of Work, or proposal accepted by both parties. These Terms apply in addition to any such agreement. In the event of a conflict, the specific agreement shall prevail.
4.2 Nature of Services
Our Services consist of coaching, training, and consulting. We provide guidance, methodology, and hands-on training to help your team adopt AI-assisted development practices. We do not write production code for you, nor do we guarantee specific business outcomes, as results depend on your team's engagement and implementation.
4.3 Client Obligations
The Client agrees to:
- Provide reasonable access to team members, codebase, and development environments as needed for the Programme
- Ensure team members are available for scheduled sessions
- Obtain and maintain all necessary software licences (e.g., Claude, Cursor) at their own expense
- Provide a suitable workspace for on-site sessions
- Designate a primary point of contact for the engagement
4.4 Scheduling and Cancellation
Sessions are scheduled by mutual agreement. If you need to reschedule a session, please provide at least 48 hours' notice. Sessions cancelled with less than 48 hours' notice may be counted as delivered.
5. Fees and Payment
5.1 Pricing
All fees are set out in the relevant proposal or Statement of Work. Unless otherwise stated, fees are quoted exclusive of VAT where applicable.
5.2 Payment Terms
Invoices are payable within 30 days of the invoice date unless otherwise agreed in writing. We reserve the right to charge interest on overdue payments at the rate of 8% above the Bank of England base rate, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.
5.3 Expenses
Travel expenses for on-site visits outside London are charged at cost and agreed in advance. These are invoiced separately.
6. Intellectual Property
6.1 Our Intellectual Property
All intellectual property rights in our Website content, training materials, methodologies, and frameworks remain our property. Nothing in these Terms transfers ownership of our intellectual property to you.
6.2 Client Intellectual Property
Your codebase, proprietary systems, and business information remain your property. We claim no rights over any Client intellectual property that we access during a Programme.
6.3 Deliverables
Upon full payment of all fees, the Client receives a non-exclusive, perpetual licence to use the Deliverables (including MCP server configurations, workspace configurations, documentation, and knowledge base materials) created specifically for the Client during the Programme. We retain the right to reuse general methodologies, techniques, and non-client-specific knowledge.
7. Confidentiality
Each party agrees to keep confidential any proprietary or sensitive information disclosed by the other party during the engagement. This obligation does not apply to information that is publicly available, independently developed, or required to be disclosed by law.
We will not share your codebase, business processes, or any confidential materials with third parties, other clients, or in any public forum.
8. Data Protection
We process personal data in accordance with our Privacy Policy and in compliance with the UK GDPR and the Data Protection Act 2018. Where we process personal data on your behalf, we will enter into a Data Processing Agreement upon request.
9. Limitation of Liability
9.1 Exclusions
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 by English law
9.2 Limitations
Subject to clause 9.1:
- We shall not be liable for any indirect, consequential, or incidental losses, including loss of profit, revenue, data, or business opportunity.
- Our total aggregate liability under or in connection with these Terms or any Programme shall not exceed the total fees paid by the Client for the relevant Programme.
- We do not accept liability for any losses arising from the Client's use of AI tools, code generated by AI systems, or deployment of any code produced during or as a result of our Services.
9.3 AI-Generated Code
Our Services involve training your team to use AI coding tools. Any code generated during sessions or as a result of our training is the Client's responsibility to review, test, and validate before deployment. We are not liable for bugs, security vulnerabilities, or any issues in AI-generated code.
10. Indemnification
The Client agrees to indemnify us against any claims, damages, losses, or expenses arising from the Client's use of Deliverables, AI-generated code, or any breach of these Terms by the Client.
11. Termination
11.1 By the Client
You may terminate a Programme by providing 30 days' written notice. Fees for sessions already delivered and any committed costs are non-refundable.
11.2 By Us
We may terminate a Programme immediately if the Client materially breaches these Terms or the relevant engagement agreement and fails to remedy the breach within 14 days of written notice.
11.3 Effect of Termination
Upon termination, we will deliver any Deliverables completed up to the termination date. The obligations in clauses 6, 7, 9, and 10 survive termination.
12. Force Majeure
Neither party shall be liable for any failure or delay in performing their obligations where such failure or delay results from circumstances beyond the reasonable control of that party, including but not limited to acts of God, pandemic, government action, fire, flood, or failure of third-party services.
13. Dispute Resolution
In the event of a dispute, both parties agree to attempt to resolve the matter through good faith negotiation. If the dispute cannot be resolved within 30 days, either party may commence formal proceedings.
14. Governing Law and Jurisdiction
These Terms are governed by and construed in accordance with the laws of England and Wales. The courts of England and Wales shall have exclusive jurisdiction over any disputes arising under or in connection with these Terms.
15. Severability
If any provision of these Terms is found to be invalid or unenforceable by a court, the remaining provisions shall continue in full force and effect.
16. Entire Agreement
These Terms, together with any applicable Statement of Work or proposal, constitute the entire agreement between us and supersede all prior discussions, representations, and arrangements.
17. Changes to These Terms
We reserve the right to update these Terms at any time. Changes will be posted on this page with an updated date. Continued use of our Website or Services after changes constitutes acceptance of the revised Terms.
18. Contact Us
If you have any questions about these Terms, please contact us:
Xcribe Limited
11 Ducketts Wharf South Street
Bishop's Stortford, England, CM23 3AR
Email: david@xcribe.ai