Terms of Service
These terms govern the supply of services by Voholabs Ltd to clients and users. Please read them carefully. By placing an order, accessing the Site, or using any Service, you agree to be bound by these terms.
1. Definitions and interpretation
1.1 In these terms, the following definitions apply:
- "Apex" means the Voholabs automated content and SEO agent service that generates, schedules, and publishes content on the Client's behalf using Voholabs configurations and Third-Party AI Platforms.
- "AI Outputs" means any text, code, images, audio, video, data, recommendations, scores, posts, briefs, captions, metadata, schedules, summaries, analyses, or other materials generated, drafted, edited, modified, classified, ranked, scheduled, or published in whole or in part by an artificial intelligence, machine learning, or large language model system in connection with the Services, including by Apex.
- "Client" means the legal person who orders or uses the Services, whether a business, sole trader, partnership, company, or (where applicable) consumer.
- "Confidential Information" means non-public information disclosed by one party to the other that is identified as confidential or would reasonably be understood to be confidential.
- "Consumer" has the meaning given in section 2(3) of the Consumer Rights Act 2015.
- "Deliverables" means the materials produced or supplied by Voholabs in performing the Services, including written blueprints, plans, workshop materials, recordings, prompts, configurations, dashboards, reports, AI Outputs, and the Digital Bundles.
- "Digital Bundle" means a downloadable bundle of skills, prompts, and supporting materials generated through the Site.
- "Order" means the Client's order for Services, accepted by Voholabs by written confirmation, invoice, calendar booking, or commencement of work.
- "Services" means the services supplied by Voholabs, which may include: (a) private AI workshops (£6,999 per cohort, up to six attendees, two days online); (b) Deploy AI consulting blueprints (£99); (c) Apex; (d) the free skills library; (e) Digital Bundles; and (f) any other services described in an Order.
- "Site" means voholabs.com and any associated subdomain or successor.
- "Third-Party AI Platforms" means third-party AI providers, models, APIs, or platforms used in connection with the Services, including but not limited to OpenAI, Anthropic, Google, Microsoft, Meta, and similar providers.
- "Voholabs", "we", "us", or "our" means Voholabs Ltd, a company incorporated in England and Wales, contactable at [email protected].
1.2 Headings are for convenience and do not affect interpretation. References to statutes include any amendment or re-enactment. The words "include", "including", and "in particular" are illustrative and not limiting.
2. About us and contract formation
2.1 Voholabs Ltd is a company incorporated in England and Wales and supplies the Services under these terms. You can contact us at [email protected].
2.2 These terms, together with any Order accepted by Voholabs, the Privacy Policy, and the Refund Policy, form the entire contract between Voholabs and the Client (the "Contract").
2.3 A binding Contract is formed when Voholabs accepts the Client's Order in writing (including by email), issues an invoice, confirms a workshop booking, or commences performance of the Services.
2.4 Any terms or conditions put forward by the Client (including on a purchase order or in standard terms of business) are expressly excluded and do not apply.
2.5 Voholabs may amend these terms from time to time. The version in force at the date of an Order applies to that Order. Continued use of the Services following publication of revised terms constitutes acceptance of the revised terms in respect of any future Order.
3. The Services
3.1 Voholabs will supply the Services with reasonable care and skill in accordance with the standards reasonably expected of a competent provider of similar services in the United Kingdom.
3.2 Private AI workshops. Workshops are delivered live and online to a single cohort of up to six attendees nominated by the Client, over two days, on dates agreed in writing. The Client is responsible for attendee attendance and conduct. Recordings, where provided, are licensed to the Client for internal use only.
3.3 Deploy AI consulting blueprints. Blueprints are written advisory deliverables produced from information supplied by the Client. Blueprints are general implementation guidance, not legal, regulatory, tax, medical, safety, investment, or other professional advice.
3.4 Apex. Apex is an automated content and SEO agent that, under the Client's instructions and using the Client's accounts and credentials, generates and (where authorised) publishes AI Outputs to the Client's websites, content management systems, social media accounts, and similar channels. The Client expressly authorises Voholabs and the Apex agent to act through those accounts on the Client's behalf for that purpose. Section 5 (Client responsibilities) and section 6 (Acceptable use) apply in full to Apex.
3.5 Skills library and Digital Bundles. The free skills library and Digital Bundles are provided on an "as is" and "as available" basis. Voholabs grants the Client a non-exclusive, non-transferable, revocable licence to use the materials internally and to adapt them in the Client's own work. The Client must not resell, sublicense, or republish the materials as the Client's own product, strip attribution, or use them in any service that competes with Voholabs.
3.6 Voholabs may engage sub-contractors or sub-processors to perform any part of the Services. Voholabs remains responsible to the Client for the performance of the Services.
3.7 Time for performance is not of the essence. Indicative timelines are estimates only.
4. AI Outputs
4.1 The Client acknowledges and agrees that AI Outputs are generated wholly or partly by artificial intelligence systems, including Third-Party AI Platforms. AI Outputs are probabilistic in nature and may be inaccurate, incomplete, misleading, biased, fabricated, defamatory, infringing, offensive, out of date, non-compliant, or unsuitable for the Client's purpose.
4.2 Voholabs makes no representation or warranty, express or implied, that any AI Output is accurate, lawful, original, non-infringing, fit for any particular purpose, free from defect, secure, complete, suitable for publication, or compliant with any law, regulation, code, contract, professional standard, or platform policy.
4.3 The Client is the publisher of record for any AI Output that is published, distributed, transmitted, broadcast, or otherwise made available through the Client's websites, accounts, channels, lists, properties, or premises, whether the act of publication is performed by the Client, by Voholabs on the Client's instructions, or by Apex acting through the Client's authorised accounts. The Client retains full editorial control and full publisher responsibility for all such AI Outputs.
4.4 Before any AI Output is published, distributed, relied upon, or used in any consequential decision, the Client is solely responsible for reviewing, verifying, fact-checking, editing, approving, and confirming that the AI Output is accurate, lawful, suitable, non-infringing, properly attributed, compliant with applicable law and platform terms, and fit for its intended use. The Client's approval workflow, sign-off, and quality controls are the Client's responsibility.
4.5 AI Outputs do not constitute legal, regulatory, tax, accounting, medical, safety, investment, HR, or other professional advice. The Client must obtain qualified human professional advice before relying on any AI Output in connection with a consequential decision.
4.6 Third-Party AI Platforms operate under their own terms, acceptable use policies, and availability commitments. Voholabs is not liable for the acts, omissions, downtime, content moderation decisions, model changes, deprecations, pricing changes, or output of any Third-Party AI Platform.
4.7 Voholabs does not guarantee any particular ranking, traffic, conversion, revenue, engagement, deliverability, indexing, or commercial outcome from AI Outputs or from Apex.
5. Client responsibilities
5.1 The Client shall, at its own cost, provide accurate and complete information, materials, brand guidelines, prompts, examples, access credentials, account permissions, and instructions reasonably required for Voholabs to perform the Services.
5.2 The Client warrants that it has all rights, licences, consents, and authorisations required to (a) supply such materials to Voholabs, (b) permit the use of those materials in the Services and by Third-Party AI Platforms, and (c) authorise Voholabs and Apex to act through the accounts and channels the Client connects.
5.3 The Client is solely responsible for: (a) the review, approval, and publication of all AI Outputs and Deliverables in accordance with clause 4; (b) the configuration of the Client's accounts, automations, schedules, and approval workflows; (c) the accuracy and lawfulness of the instructions, lists, audiences, and content the Client supplies; (d) compliance with all laws, regulations, codes of practice, professional standards, advertising rules, platform terms, and third-party contractual obligations applicable to the AI Outputs and to the Client's business; and (e) maintaining adequate insurance.
5.4 Where the Services involve the processing of personal data through the Client's systems or to recipients identified by the Client, the Client warrants that it has a lawful basis under UK GDPR and that all required notices, consents, and data protection impact assessments are in place.
5.5 The Client shall not use the Services or AI Outputs to compete with Voholabs, to develop a competing product, to train any third-party model, or to circumvent these terms.
6. Acceptable use of AI Outputs
6.1 The Client must not use the Services, the Deliverables, or any AI Output to:
- infringe any intellectual property right, right of publicity or privacy, or moral right;
- defame, harass, threaten, or discriminate against any person, or to promote hatred or violence;
- publish content that is misleading, deceptive, false, fraudulent, or in breach of consumer or advertising law (including the Consumer Protection from Unfair Trading Regulations 2008 and the CAP/BCAP Codes);
- impersonate any person or falsely represent affiliation with any person, brand, official body, or platform;
- generate or distribute spam, malware, phishing, credential stealing, scraping, or other unlawful or platform-prohibited content;
- process personal data unlawfully, including sending direct marketing without a lawful basis under PECR or UK GDPR;
- generate content involving children in a sexual context, non-consensual intimate imagery, terrorism content, or content prohibited by UK law;
- generate content that breaches the terms of any Third-Party AI Platform or publishing platform; or
- circumvent moderation, safety, or content controls of any platform.
6.2 Voholabs may, without liability, suspend, withdraw, or refuse to deliver any Service or AI Output where Voholabs reasonably suspects breach of clause 6.1, breach of the terms of a Third-Party AI Platform, risk of legal claim, or risk of regulatory action.
7. Fees and payment
7.1 Fees for the Services are as set out on the Site or in the relevant Order. Where not stated otherwise, fees are exclusive of VAT, which will be added at the prevailing rate where applicable.
7.2 Workshop fees and Digital Bundle fees are payable in full in advance. Consulting fees are payable in accordance with the milestones or schedule set out in the Order. Apex fees are payable monthly or as set out in the Order.
7.3 Payment is due within 14 days of the invoice date unless the Order provides otherwise. Voholabs may charge interest on overdue sums under the Late Payment of Commercial Debts (Interest) Act 1998 and may suspend the Services for non-payment.
7.4 All sums payable by the Client are payable without set-off, counterclaim, deduction, or withholding.
7.5 Refunds, cancellations, and rescheduling are governed by the Refund Policy, which is incorporated into these terms.
8. Intellectual property
8.1 All intellectual property rights in the Voholabs name, brand, Site, methodologies, course materials, skills library, prompts, internal tooling, and underlying know-how (the "Voholabs IP") are and remain the property of Voholabs.
8.2 Subject to payment in full of the applicable fees, Voholabs grants the Client a non-exclusive, non-transferable, perpetual licence to use the Deliverables produced specifically for the Client for the Client's internal business purposes. This licence does not extend to onward resale, sublicensing as a stand-alone product, or use in a service that competes with Voholabs.
8.3 The Client retains all intellectual property rights in materials it supplies. The Client grants Voholabs a non-exclusive, royalty-free, worldwide licence to use those materials to the extent necessary to perform the Services, including by transmitting them to Third-Party AI Platforms.
8.4 The Client acknowledges that AI Outputs may not attract copyright protection, may not be original, and may be similar or identical to outputs supplied to other users by Third-Party AI Platforms. Voholabs does not warrant that any AI Output is original or non-infringing.
8.5 Voholabs may use anonymised, aggregated, or de-identified data and learnings arising from the Services to improve its services, provided no Confidential Information of the Client is disclosed.
9. Confidentiality
9.1 Each party shall keep the other party's Confidential Information confidential and shall not use it except for the purposes of the Contract.
9.2 The obligations in clause 9.1 do not apply to information that is or becomes public other than through breach of these terms, was already in the receiving party's possession, is independently developed, or is required to be disclosed by law or regulator.
9.3 The Client acknowledges that information supplied to Voholabs may be transmitted to Third-Party AI Platforms in accordance with those platforms' terms.
10. Data protection
10.1 Each party shall comply with its obligations under the UK General Data Protection Regulation, the Data Protection Act 2018, and the Privacy and Electronic Communications (EC Directive) Regulations 2003.
10.2 Where Voholabs processes personal data on behalf of the Client in connection with the Services, the parties shall enter into, or shall be deemed to have agreed to, a data processing agreement containing the terms required by Article 28 UK GDPR. In that case, the Client is the controller and Voholabs is the processor.
10.3 Voholabs' processing of personal data of the Client's personnel, visitors, prospects, and other contacts is described in the Privacy Policy.
11. Warranties and disclaimers
11.1 Voholabs warrants that it will perform the Services with reasonable care and skill.
11.2 Except as expressly stated in these terms, and subject to clause 12.4 and clause 17, all warranties, conditions, and other terms implied by statute, common law, or otherwise are excluded to the fullest extent permitted by law. In particular, and without limitation, Voholabs gives no warranty that the Services, the Deliverables, or any AI Output will be uninterrupted, error-free, fit for any particular purpose, accurate, complete, secure, or compliant with any law or platform policy.
11.3 The Site, the skills library, and the Digital Bundles are made available on an "as is" and "as available" basis.
12. Limitation of liability
12.1 Subject to clause 12.4 and clause 17, Voholabs' total aggregate liability to the Client arising under or in connection with the Contract (whether in contract, tort including negligence, breach of statutory duty, misrepresentation, restitution, or otherwise) shall not exceed the greater of (a) £100; and (b) the total fees paid by the Client to Voholabs under the relevant Order in the three months immediately preceding the event giving rise to the claim.
12.2 Subject to clause 12.4 and clause 17, Voholabs shall not be liable for any of the following, however arising and whether or not foreseeable: (a) loss of profit; (b) loss of revenue; (c) loss of business or business opportunity; (d) loss of goodwill or reputation; (e) loss, corruption, or destruction of data; (f) loss of anticipated savings; (g) loss arising from rankings, traffic, indexing, deliverability, engagement, or platform enforcement; (h) regulatory fines or penalties suffered by the Client; (i) wasted management or staff time; or (j) any indirect, consequential, special, or punitive loss.
12.3 Without limit to clause 12.2, Voholabs is not liable for any loss arising from: (a) the content, accuracy, legality, originality, or suitability of any AI Output; (b) the publication, distribution, scheduling, or automated posting of any AI Output, including by Apex; (c) the acts, omissions, downtime, model changes, content moderation decisions, or pricing of any Third-Party AI Platform; (d) decisions taken by the Client or any third party in reliance on the Services or any AI Output; (e) the Client's breach of clauses 5, 6, or 10; (f) the suspension, restriction, demonetisation, deindexing, or termination of any of the Client's accounts by a third-party platform; or (g) any cause outside Voholabs' reasonable control.
12.4 Nothing in these terms excludes or limits any liability that cannot lawfully be excluded or limited, including liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, for breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982, or under Part I of the Consumer Protection Act 1987. Nothing in these terms affects the statutory rights of a Consumer (see clause 17).
12.5 The Client acknowledges that the allocation of risk in this clause 12 reflects the fees payable, the nature of AI Outputs, and the Client's responsibility as publisher of record. The Client is responsible for arranging its own insurance.
13. Indemnity
13.1 The Client shall indemnify, defend, and hold harmless Voholabs, its officers, employees, sub-contractors, and sub-processors from and against all claims, demands, actions, proceedings, losses, damages, fines, penalties, regulatory sanctions, costs, and expenses (including reasonable legal fees) arising out of or in connection with: (a) any AI Output published, distributed, transmitted, or relied upon by or on behalf of the Client; (b) any breach by the Client of clauses 5 (Client responsibilities), 6 (Acceptable use), 8 (Intellectual property), or 10 (Data protection); (c) any third-party claim that materials supplied by the Client infringe intellectual property, privacy, or other rights; (d) any direct marketing, communication, or processing of personal data carried out by Voholabs or Apex on the Client's instructions; or (e) any act or omission of the Client's personnel or other users of the Client's accounts.
13.2 Voholabs shall promptly notify the Client of any claim covered by this indemnity, shall provide reasonable cooperation at the Client's cost, and shall not settle any such claim without the Client's consent (not to be unreasonably withheld). The Client shall not settle any claim in a way that imposes liability or admission on Voholabs without Voholabs' prior written consent.
13.3 Clause 13.1 does not apply where the Client is acting as a Consumer, and to the extent that the indemnity would be unenforceable against a Consumer under the Consumer Rights Act 2015 or other applicable consumer protection law.
14. Term, suspension, and termination
14.1 The Contract begins on acceptance of the Order and continues until the Services have been completed or the Contract is terminated under this clause 14.
14.2 Either party may terminate the Contract immediately by written notice if the other party: (a) commits a material breach which is not capable of remedy or, if capable of remedy, is not remedied within 14 days of written notice; (b) becomes insolvent, enters into administration or liquidation, has a receiver appointed, or makes any arrangement with its creditors; or (c) ceases to carry on business.
14.3 Voholabs may suspend or terminate the Services immediately on written notice if the Client breaches clause 6 (Acceptable use), if a Third-Party AI Platform suspends or withdraws access required to perform the Services, or if continued performance would in Voholabs' reasonable opinion expose Voholabs to legal, regulatory, or reputational risk.
14.4 Termination does not affect accrued rights, including the right to receive payment for Services performed up to termination.
14.5 Clauses that by their nature survive termination (including clauses 1, 4, 5, 6, 8, 9, 10, 12, 13, 16, and 18) survive termination.
15. Force majeure
15.1 Neither party shall be liable for any failure or delay in performance to the extent caused by an event beyond its reasonable control, including act of God, war, terrorism, civil unrest, epidemic, pandemic, governmental action, strike, fire, flood, power failure, cyber-attack, telecommunications failure, internet outage, outage or material change of any Third-Party AI Platform, or denial-of-service event (a "Force Majeure Event").
15.2 The affected party shall notify the other promptly and use reasonable efforts to mitigate the effect. If the Force Majeure Event continues for more than 60 days, either party may terminate the affected Order by written notice without liability.
16. General
16.1 Entire agreement. The Contract constitutes the entire agreement between the parties and supersedes all prior agreements, representations, and understandings in relation to its subject matter. Each party acknowledges that, in entering into the Contract, it does not rely on any statement, representation, or warranty other than those expressly set out in the Contract. Nothing in this clause limits liability for fraud or fraudulent misrepresentation.
16.2 Variation. No variation of the Contract is effective unless it is in writing and signed (including by exchange of email) by the parties.
16.3 Waiver. No failure or delay by a party to exercise any right or remedy is a waiver of that or any other right or remedy. A waiver of any breach is not a waiver of any subsequent breach.
16.4 Severability. If any provision of the Contract is or becomes invalid, illegal, or unenforceable, it shall be modified to the minimum extent necessary to make it valid, legal, and enforceable, or, if such modification is not possible, deleted. The remainder of the Contract shall continue in full force and effect.
16.5 Assignment. The Client may not assign, sub-contract, charge, or otherwise transfer any of its rights or obligations under the Contract without Voholabs' prior written consent. Voholabs may assign or sub-contract any of its rights or obligations.
16.6 No partnership. Nothing in the Contract creates any partnership, joint venture, agency, or employment relationship between the parties.
16.7 Third-party rights. A person who is not a party to the Contract has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
16.8 Notices. Notices must be in writing and sent to [email protected] (for Voholabs) or the email address most recently used by the Client. Notices are deemed received on the next working day after sending.
16.9 Counterparts. The Contract may be executed in counterparts.
17. Consumers
17.1 Where the Client is a Consumer, the Client has statutory rights under the Consumer Rights Act 2015 (including the right that services are performed with reasonable care and skill and that digital content is of satisfactory quality, fit for purpose, and as described) and the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013. Nothing in these terms affects those rights.
17.2 Where a clause in these terms would, if applied to a Consumer, be unfair under the Consumer Rights Act 2015, that clause shall not apply to that Consumer to the extent of the unfairness, and the remainder of these terms shall continue to apply.
17.3 A Consumer's cancellation and refund rights are set out in the Refund Policy.
18. Governing law and jurisdiction
18.1 The Contract and any dispute or claim arising out of or in connection with it (including non-contractual disputes or claims) is governed by and construed in accordance with the law of England and Wales.
18.2 The parties submit to the exclusive jurisdiction of the courts of England and Wales, save that a Consumer resident in another part of the United Kingdom may bring proceedings in the courts of the part of the United Kingdom in which the Consumer is resident.
Questions? Email [email protected]. See also our Privacy Policy and Refund Policy.