Terms and Conditions.

Section 01

Definitions

Section 02

About Ember

Ember is a UK-based growth consultancy and AI-powered lead recovery service. Ember provides services to automotive dealerships in the United Kingdom, United States, and other jurisdictions by agreement.

Ember operates as an independent contractor. Nothing in these terms creates an employment relationship, agency, joint venture, or partnership between Ember and the Client.

Section 03

Scope of services

Ember Agent — lead reactivation

Ember Agent is an AI-powered SMS service that re-engages dormant leads from the Client's CRM. The service operates as follows:

• The Client provides a Lead List and a current stock list (via spreadsheet or product feed);
• Ember configures the AI agent to reflect the Client's dealership tone of voice;
• Ember Agent sends SMS messages to leads on the Lead List via the Client's own registered Twilio phone number;
• Ember monitors conversations and escalates warm leads to the Client with a written brief;
• The Client's sales team is responsible for all further conversation, negotiation, and closing.

Ember does not guarantee any minimum number of recovered sales, warm leads, or SMS responses. The service is provided on a best-efforts basis.

Growth consultancy

Where a consultancy engagement is agreed, the scope, deliverables, timeline, and fees will be set out in a separate written engagement letter or statement of work.

Section 04

Onboarding and dealer obligations

To begin using Ember Agent, the Client agrees to:

• Provide a Lead List of dormant prospect contacts in a format agreed with Ember;
• Provide a current stock list in spreadsheet or product feed format, updated as agreed;
• Create and maintain a Twilio account in the Client's own name, purchase a phone number, and provide Ember with the Account SID, Auth Token, and phone number for configuration;
• Ensure their CRM is accessible to Ember for lead verification and attribution purposes;
• Notify Ember promptly of any completed sale to a prospect on the Lead List within 7 days of the sale completing.

The Client warrants that the Lead List contains only contacts with whom the Client has a prior business relationship, and that the Client has a lawful basis under applicable law — including UK PECR, UK GDPR, and US TCPA where relevant — to contact those individuals by SMS.

Section 05

Commission and payment

Commission rate

A percentage of the gross Sale Price, as agreed between the parties. No retainer, setup fee, or other charge applies unless separately agreed in writing.

When commission is payable

Commission becomes payable upon completion of a Recovered Sale — when the vehicle sale has legally completed and the buyer has taken ownership or the contract has unconditionally exchanged.

Invoicing

Ember will issue an invoice upon notification of a Recovered Sale. Payment is due within 14 days of the invoice date. Invoices may be issued in GBP or USD as agreed.

Late payment

Ember reserves the right to charge interest on overdue amounts at 8% per annum above the Bank of England base rate (UK clients) or 1.5% per month (US clients), from the due date until the date of actual payment.

Section 06

Attribution

A sale is a Recovered Sale if the buyer appears on the Lead List and the sale completes within 180 days of Ember's first documented re-engagement contact with that prospect.

The Client is required to notify Ember of any sale to a prospect on the Lead List within 7 days of completion. This obligation applies for the duration of the engagement and for 180 days following termination.

Attribution obligations survive termination. If a prospect was re-engaged during the active engagement period and completes a purchase within the 180-day Attribution Window after that first contact, commission remains due to Ember.

Section 07

Term and termination

This agreement commences when the Client instructs Ember to begin the service and continues until terminated by either party. There is no minimum term.

Either party may terminate the active service at any time by giving written notice. Termination does not affect any accrued rights, including commission obligations in respect of leads already re-engaged.

Ember may terminate this agreement with immediate effect if the Client materially breaches these terms and fails to remedy the breach within 7 days of written notice, or if the Client becomes insolvent or ceases to trade.

Section 08

Intellectual property

All intellectual property in Ember Agent — including the AI agent architecture, conversation flows, prompt engineering, and supporting technology — remains the exclusive property of Ember.

The Client retains all intellectual property rights in their own CRM data, lead lists, stock information, and brand materials. The Client grants Ember a limited, non-exclusive licence to use that data solely for the purpose of providing the Services during the term of the agreement.

Section 09

Data protection and SMS compliance

Where Ember processes personal data on behalf of the Client, Ember does so as a data processor acting on the Client's instructions. The Client is the data controller in respect of their own leads and is responsible for ensuring that personal data is collected and shared with Ember in compliance with applicable data protection law.

The Client warrants that they have a lawful basis to contact by SMS each individual on the Lead List, including compliance with UK PECR and, where applicable, the US Telephone Consumer Protection Act (TCPA). The Client indemnifies Ember against any claims arising from a breach of this warranty.

Section 10

Confidentiality

Each party agrees to keep confidential all non-public information received from the other party and to use it only for the purposes of performing or receiving the Services. These confidentiality obligations survive termination of the agreement for a period of two years.

Section 11

Warranties and representations

Each party warrants they have full authority to enter into this agreement. The Client additionally warrants that the Lead List is accurate, contains only genuine past enquirers, and that the Client has lawful basis to contact each individual by SMS.

Ember warrants it will provide the Services with reasonable skill and care. Ember does not warrant that the Services will result in any specific number of recovered leads or sales.

Section 12

Limitation of liability

Ember's total aggregate liability shall not exceed the total commission fees paid by the Client to Ember in the 12 months immediately preceding the event giving rise to the claim.

Ember shall not be liable for any indirect, consequential, incidental, or special loss or damage, including loss of profits, loss of revenue, loss of business, or damage to reputation.

Nothing in these terms limits liability for death or personal injury caused by negligence, or any other liability that cannot be excluded by applicable law.

Section 13–15

General provisions

• Governing law — governed by the laws of England and Wales. US clients: parties will attempt good faith resolution within 30 days before formal proceedings.
• Entire agreement — these terms supersede all prior agreements. Variations must be in writing and signed by both parties.
• Severance — if any provision is invalid, remaining provisions continue in full force.
• Assignment — the Client may not assign any rights or obligations without Ember's prior written consent.
• Force majeure — neither party shall be in breach as a result of circumstances beyond their reasonable control.
• Notices — all notices must be in writing and sent by email. Deemed received on the next business day after sending.
• Updates — Ember may update these terms with at least 14 days written notice before changes take effect.

Section 16

Contact

Email: info@ember-agent.com · Website: ember-agent.com · Jurisdiction: England and Wales