These Terms and Conditions govern the relationship between Ember and any dealer or business that engages Ember's services. By instructing Ember to begin work, you agree to be bound by these terms.
Last updated: May 2025
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.
Ember Agent is an AI-powered SMS service that re-engages dormant leads from the Client's CRM. The service operates as follows:
Ember does not guarantee any minimum number of recovered sales, warm leads, or SMS responses. The service is provided on a best-efforts basis.
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.
To begin using Ember Agent, the Client agrees to:
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.
3% of the gross Sale Price. No retainer, setup fee, or other charge applies unless separately agreed in writing.
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.
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.
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. Ember may suspend the service if payment remains outstanding beyond 21 days of the due date.
All fees are exclusive of applicable taxes. Where VAT or equivalent sales tax applies, it will be added to invoices at the applicable rate.
If the Client disputes an invoice, they must notify Ember in writing within 7 days of the invoice date. Undisputed amounts remain due on the original due date.
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.
Ember's primary attribution evidence is the timestamped SMS conversation record and, where CRM access has been granted, the corresponding note written to the Client's CRM at the point of first contact.
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.
If the Client disputes that a sale is a Recovered Sale, they must raise the dispute within 7 days of Ember's invoice. Ember will provide the timestamped re-engagement record. If evidence shows first contact was made within the Attribution Window, the sale is attributable to Ember and commission is payable.
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.
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.
Upon termination, Ember will cease all outreach activity. All outstanding commissions on Recovered Sales completed prior to termination remain due and payable. Post-termination attribution obligations continue for the applicable window.
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.
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.
The Client is solely responsible for maintaining their Twilio account in good standing, including payment of Twilio fees, compliance with Twilio's terms of service, and registration of their number for A2P 10DLC messaging (US) or equivalent requirements.
Ember Agent is configured to process STOP replies promptly and permanently. The Client must not instruct Ember to contact any individual who has previously opted out.
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.
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.
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.
The Client agrees to indemnify Ember from and against any claims, losses, damages, penalties, and costs arising from:
These terms are governed by the laws of England and Wales. Any unresolved dispute shall be subject to the exclusive jurisdiction of the courts of England and Wales.
These terms are governed by the laws of England and Wales to the extent permitted by applicable US law. The parties agree to attempt to resolve any dispute by good faith negotiation within 30 days before pursuing formal proceedings.
Before commencing formal proceedings, the party raising a dispute must give written notice. The parties will meet within 14 days to attempt resolution. If unresolved within 30 days of that notice, either party may pursue formal proceedings.
These terms constitute the entire agreement between the parties relating to the Services and supersede all prior agreements and understandings.
No variation to these terms is effective unless made in writing and signed by both parties.
If any provision is found invalid or unenforceable, it shall be modified to the minimum extent necessary. Remaining provisions continue in full force.
The Client may not assign any rights or obligations without Ember's prior written consent.
Neither party shall be in breach as a result of any failure caused by circumstances beyond their reasonable control, including acts of God, pandemic, governmental action, or failure of third-party services including Twilio.
All notices must be in writing and sent by email to the address provided at onboarding. Notices are deemed received on the next business day after sending.
Ember may update these terms with at least 14 days written notice before changes take effect. Continued use of the Services constitutes acceptance.
Email: info@ember-agent.com
Website: ember-agent.com
Jurisdiction: England and Wales