Business User Terms and Conditions

1.1 - These Business User Terms and Conditions (the “Business Terms”) govern the use and access of the Ayo matching service by individuals acting for their trade, business, craft or profession (“Trade Users”). Ayo is an AI-powered tool accessed via WhatsApp that aims to connect you with other individuals (the “Service”). Trade Users can use the Service to connect with potential customers using Ayo who have expressed an interest in purchasing the services you provide (“Consumer Users”). “Trade Users” and “Consumer Users” are collectively known as “Users” in these Business Terms.

1.2 - If you are using the Service as a Consumer User, the Ayo Terms and Conditions of Use will apply to you instead of these Business Terms. 

1.3 - The Service is provided by Enigma Venture Holdings Limited, a company registered in England and Wales under company number 17037229, whose registered office is at Kings Parade, Lower Coombe Street, Croydon, Surrey, United Kingdom, CR0 1AA (“Enigma”, “we”, “us” or “our”). You can contact us at the details contained in Section 26 of these Business Terms.

1.4 - We take your safety seriously. If you believe that the behaviour of a User you have been matched with breaches these Business Terms or the law, or you believe they are not safe to use the Service, you can report this here: https://ayo-help.freshdesk.com/support/home. By using the Service, you agree to our Safety and Community GuidelinesAdvice Policy

1.5 - The Service is not intended to provide emotional or wellbeing support. If you are in distress or a medical or other emergency, you must stop using the Service and seek help. If you are having a mental health crisis, call the Samaritans any time of day on 116 123, or if you are in any kind of emergency, call 999.  

1.6 - By communicating with Ayo or by otherwise accessing or using the Service in any way, you accept these Business Terms. If you do not agree to these Business Terms, you must not use the Service.

1.7 - The Service is only for use by individuals aged 18 or over. We require all Users to verify that they are at least 18 years old through third-party age verification providers. You will be provided with more information about our age verification processes when you first access the Service.

1.8 - The Service is delivered to you entirely through WhatsApp. You will need an active account with WhatsApp to use the Service, and your use of WhatsApp is governed by WhatsApp’s own Terms of Service. We have no control over any decision taken by WhatsApp in relation to your access to and use of WhatsApp. 

1.9 - The Service is only for use by individuals aged 18 or over. We require all Users to verify that they are at least 18 years old through third-party age verification providers. You will be provided with more information about our age verification processes when you first access the Service.

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2.1 - The Service uses machine learning and natural language processing technology (“AI”) to connect you with Consumer Users. When we refer to “Ayo” in these Business Terms, we mean the AI-powered chatbot that you communicate with via WhatsApp that gathers information about you, and suggests potential Trade Matches (as defined below).  

2.2 - You talk to Ayo via WhatsApp. Ayo asks you questions to understand your Offering (as defined in Section 5 below). 

2.3 - A Consumer User may ask Ayo to Match them with a Trade User that sells particular services. Ayo may ask the Consumer User for further detail, including the location, timing, budget, skills, language, or experience of the Trade User they are seeking. These details form part of Consumer User’s “Preferences” for a potential Trade Match. 

2.4 - Based on the information the Consumer User provides to Ayo, Ayo will search the Trade Users that are active on the Service to identify a Trade User that sells a service they require (a “Trade Match”).  

2.5 - If Ayo identifies you as a Trade Match, the Consumer User will be provided with detail about your Offering (as defined in Section 5 of these Business Terms), including your name, location, availability, price and contact details. You will not receive any information about the Consumer User. 

2.6 - If the Consumer User wishes to engage you based on your Offering, they will contact you outside of the Service via the contact details that form part of your Offering. You are not provided with any Consumer User information and you cannot contact the Consumer User in your capacity as a Trade User without them first contacting you. 

2.7 - Communication between Users occurs outside of the Service and Ayo is not a party to these communications or responsible for them. We cannot guarantee that the other User will communicate or meet with you. 

2.8 - The Service is a tool to help you find potential customers through Consumer Users, and we do not guarantee any outcome. We do not promise that Ayo will find you a Trade Match, that any Trade Match will be exactly aligned with your Offering, compatible, or genuine, or that any particular number or quality of Matches will be made within any particular timeframe. 

2.9 - We strive to ensure that the Service identifies appropriate and safe Trade Matches. However, the number and quality of Trade Matches depend on the availability, honesty and responsiveness of Users, which we do not control.

2.10 - Use of the Service is free, although your standard message, data or other charges may be applied by your mobile network operator or internet provider.

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3.1 - To use the Service, you warrant that you:

3.1.1 - .are at least 18 years old. You must pass our age verification processes in order to use the Service;

3.1.2 - are a human user, and not a bot, machine, or other computer programme;

3.1.3 - have the legal capacity to enter into a binding contract with us;

3.1.4 - have not have ever committed or been convicted of any crime in any country that involved sexual misconduct, harassment, violence or threats of violence, human trafficking, stalking, kidnapping, child abuse, grooming, hate, controlling or coercive behaviour, intimate image abuse, proceeds of crime, unlawful immigration, fraud, drugs, firearms or other weapons;

3.1.5 - are not on a register of sex offenders in any country;

3.1.6 - reside in the United Kingdom; 

3.1.7 - are not prohibited from using the Service under any applicable law, including any applicable sanctions, export control or anti-money laundering laws;

3.1.8 - have an active WhatsApp account and are not banned or restricted from using WhatsApp; 

3.1.9 - do not have any pending or ongoing enforcement action or investigation by a regulatory body into you or your business; and
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3.1.10 - have not been previously terminated from using the Service by us, unless we have expressly agreed in writing that you may use the Service again.
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3.2 - We use a combination of automated and manual checks to verify that you are over 18 years old, and we may ask you to verify your age or identity at any time. We will provide more detail of the age verification methods we use when you use the Service.

3.3 - If we reasonably suspect that you do not meet the eligibility requirements described in Section 3.1 , we may suspend or terminate your access to the Service immediately and without notice.

3.4 - If you are not an existing Ayo Trade User and Ayo identifies you as a potentially suitable Trade Match for a User, Ayo will send an invitation to the business email address that you have published online. This email will contain a link through which you can join Ayo. 

3.5 - Creating an Ayo Profile does not guarantee any Trade Matches, including in relation to any information or jobs that were described in the email invitation sent to you.  

3.6 - You may opt-out of receiving invitations to join Ayo via the link in an invitation email sent to you.

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4.1 - When you start using the Service, we will associate your phone number to create an “Ayo Profile.” 

4.2 - Ayo may ask you for further information in order to create your Ayo Profile, including your email address, date of birth, gender, and photo. In order to generate a Trade Match, you will be required to provide a profile picture. 

4.3 - You must provide accurate, current and complete information to us and Ayo, and correct any information as soon as possible if it becomes out of date or incorrect. You can correct your profile information by messaging Ayo on WhatsApp. 

4.4 - You must keep your WhatsApp account secure and any access details confidential. This is because any person communicating with Ayo from a WhatsApp profile will be assumed to be the WhatsApp account holder.

4.5 - You must tell us as soon as possible via https://ayo-help.freshdesk.com/support/home if you believe someone else has accessed the Service from your WhatsApp profile without your permission.

4.6 - You must not communicate with Ayo or otherwise create an Ayo Profile on behalf of someone else, or impersonate any person.

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5.1 - Once you have an Ayo Profile, you may provide to Ayo (via WhatsApp) a description of the services you can perform, your contact details, location, whether you are willing to travel, your availability, and pricing (your “Offering”). Your Offerings will be used to identify Trade Matches for Users of Ayo. If you do not provide your Offering, you will not be suggested as part of Trade Matches. 

5.2 - You may create multiple Offerings, which will remain open and live until you request that we close the Offering by messaging Ayo on WhatsApp. 

5.3 - You must describe yourself and your skills accurately.

5.4 - Your Offerings must not mislead Ayo or Consumer Users as to your ability, skill, qualifications, experience, or knowledge. 

5.5 - You may change or update your Offering by messaging Ayo on WhatsApp with the updates that you require. Ayo will ask you to confirm those changes before they become live.  

5.6 - Your Offerings must be up-to-date and accurate. You must update your Offerings as soon as possible if they change or otherwise stop being accurate. You can update your Offerings by messaging Ayo on WhatsApp. 

5.7 - If your Offerings match a Consumer User’s request, Ayo may send your Offering to the Consumer User. The Consumer User will then choose whether to contact you outside of the Service via the contact details provided. 

5.8 - We may send the Consumer User up to five Offerings from different Trade Users. We select these Offerings based on the relevance to the Consumer’s User’s request, such as location, budget, service required, and any other service requirements. 

5.9 - Your Offerings must only describe services that are lawful to provide in the United Kingdom, and you must hold any licence, registration or qualification that the law requires for you to perform them.

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6.1 - Ayo uses AI to suggest potential Trade Matches based on the information provided by Users. Ayo’s output may not be free of errors or complete. 

6.2 - Ayo may misunderstand what you say, or draw an incorrect inference about your Offerings or a Consumer User’s Preferences. You should always use your own judgement when deciding whether to pursue a Trade Match. 

6.3 - You are under no obligation to message or respond to the Consumer User in a Trade Match.

6.4 - If you believe a Trade Match is wrong, inappropriate, or unsafe, you can ask us to review the Trade Match via the contact details in Section 26 of these Business Terms.  

6.5 - We may use your interactions with Ayo (including your messages, Offerings, and feedback about Matches) to improve and train our matching technology, in accordance with our Privacy Policy.

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7.1 - If you are contacted by a Consumer User, you must comply with Section 9 of these Business Terms. 

7.2 - We do not carry out any background checks into your use of the Service, or on any Consumer User. However, it is entirely our discretion whether you are able to operate on Ayo as a Trade User. 

7.3 - You must ensure that anyone who works on your behalf complies with these Business Terms. 

7.4 - You must comply with all applicable laws, regulations, and codes of conduct, including but not limited to consumer laws, anti-slavery and human trafficking laws, and the Modern Slavery Act 2015. 

7.5 - You must not share a Consumer User’s contact details with any third-party, including with anyone that works for you. 

7.6 - You must only agree to perform services for a Consumer User if you have the skill, qualifications, and resources available to perform the work to a standard that would reasonably be expected of an experienced trader in your field. 

7.7 - You must agree in writing the services that you will perform for a Consumer User before you begin work. 

7.8 - You must ensure that any services you agree to perform for a Consumer User are governed by a separate contract between you and the Consumer User. For the avoidance of doubt, we are not a party to any contract between you and a Consumer User.  

7.9 - Ayo does not request or hold any payment information. You must not give Ayo any payment or financial information. Ayo is not responsible for your interactions with a Consumer User, including in relation to any payments that the Consumer User owes you. If the Consumer User does not pay you, Ayo is not responsible and will not assist you in pursuing Consumer Users for payment.

7.10 - You must not request payment information or financial details from any Consumer User.  

7.11 - The Service is intended to connect individuals who are seeking connections or to find a tradesperson to meet offline.

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8.1 - Ayo does not operate a chat functionality or otherwise facilitate communication between Users. You communicate with other Users directly via the contact details we share with you. 

8.2 - You are solely responsible for your own safety and conduct in connection with any Trade Match.  

8.3 - We do not carry out background checks on any Users (apart from age verification checks to confirm they are over 18), and we do not verify the accuracy of any information any User tells Ayo. 

8.4 - We take your safety seriously. If you believe that the behaviour of a User you have been matched with breaches these Business Terms or the law, or you believe they are not safe to use the Service, you can report this here: https://ayo-help.freshdesk.com/support/home.  

8.5 - You can request that you are not matched again with a person with whom you have been matched in the past.  

8.6 - We protect users from encountering illegal content is on the Service by swiftly removing Users that post illegal content once we become aware of such activity, including through user reports. We also prevent Users using the Service if we reasonably suspect they have breached these Business Terms or the law. You can report illegal content https://ayo-help.freshdesk.com/support/home. When we refer to illegal content, this includes the following categories of content: content related to terrorism, child sexual exploitation and abuse, hate, harassment, stalking, threats, abuse, controlling or coercive behaviour, extreme pornography, human trafficking, sexual exploitation, unlawful immigration, assisting or encouraging suicide, violence offences, drugs and psychoactive substances, fraud, firearms, knives, and other weapons, foreign interference, and animal cruelty, as well as content facilitating or commissioning any of these offences.

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Your behaviour on the Service

9.1 - You warrant that you will: 

9.1.1 - use the Service in accordance with the law and in a way that does not infringe the rights of anyone else. 

9.1.2 - comply with these Business Terms. 

9.1.3 - communicate with Consumer Users (including outside of the Service) in a safe, inclusive and respectful manner. 

9.1.4 - accurately describe yourself and your Offerings. 

9.1.5 - treat Consumer Users respectfully and not harass, upset, threaten, or intimidate the User in your Trade Match. You must not encourage any harmful behaviour such as self-harm, dangerous behaviour, violence, or eating disorders.

9.2 - You promise that you will not:

9.2.1 - attempt to bypass, manipulate, or reverse-engineer the Service or any part of it, or to use the Service to build or train a competing product. 

9.2.2 - send Ayo or other Users junk or spam content.

9.2.3 - attempt to access another User's Account, or to scrape, harvest or misuse another User's information.

9.2.4 - use the Service to attempt to scam or fraud other Users. 

9.2.5 - send or solicit money, gifts, gift cards, cryptocurrency or financial assistance to your Trade Match. 

9.2.6 - solicit any passwords or personal information from another User.

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Your messages to Ayo and other Users

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9.3 - You must only share information with Ayo that you want to inform your and potential Trade Matches.

9.4 - You promise that the information, messages, images or other content that you submit to Ayo or share with other Users (“User Content”) will not:

9.4.1 - contain any information about your mental or physical health; 

9.4.2 - contain any usernames or passwords to your devices or online accounts for third-party services; 

9.4.3 - contain your home address; 

9.4.4 - contain yours or anyone else’s debit or credit card PIN numbers, card details (including any card numbers), banking sort codes or account numbers, or any other banking or financial credentials or login details;

9.4.5 - contain yours or anyone else’s government identification information, including in text or image form (such as national insurance numbers, driving licences or passports); 

9.4.6 - be illegal or encourage, promote or facilitate illegal activity, including child sexual exploitation or abuse; prostitution; terrorism; content encouraging or assisting suicide or serious self-harm, extreme pornography; harassment or stalking; drugs offences; or fraud.

9.4.7 - be threatening, offensive, abusive, discriminatory, or harass, bully, or incite hatred or violence;

9.4.8 - be sexually explicit or obscene or contain nudity or pornographic content;

9.4.9 - be AI-generated;

9.4.10 - contain information (whether via text or images) about children under 18 (including your own children) or be harmful to children;

9.4.11 - be defamatory (i.e., say something false about another person that damages their reputation) or contain images or information about third-parties without their consent;

9.4.12 - contain false or misleading information about yourself, including your age, name, location, marital status, or intentions when using the Service.
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9.5 - Your User Content must be appropriate and relevant to the purpose of the Service, which is to connect individuals with similar hobbies or intentions to meet in real life. Ayo is not intended to operate as a dating service.
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9.6 - Any information (including any text, audio, or images) you send to Ayo may be reviewed by a human member of our team (for example, for safety, quality or moderation purposes), in accordance with our Privacy Policy. However, we do not guarantee that your communications with Ayo will be seen or reviewed by a human.

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10.1 - The Service, including its underlying AI chatbot, software, branding, and all content (including text and images shared by Ayo), is owned by us or our licensors and is protected by copyright, trademark and other intellectual property laws. We reserve all our intellectual property rights in the Service, which means that we are owners of such intellectual property rights and can use them freely. 

10.2 - These Business Terms do not grant you any rights in the Service or the content Ayo generates beyond those that are necessary for you to access it.

10.3 - You retain ownership of any User Content you submit to Ayo. By sending a message to Ayo, you grant us a worldwide, royalty-free, sub-licensable, transferable licence to use, store, adapt, make derivative works of, communicate, reproduce and process that content for the purposes of operating, providing, protecting and improving the Service. This licence you grant to us ends when you ask Ayo to delete your Ayo Profile. However, we may have shared the content you have provided to us (such as your picture) with another User, meaning that the licence for us to use this content continues after you delete your Ayo profile.

10.4 - You confirm that you have all necessary rights to share any User Content you provide, and that doing so will not infringe any third party's rights.

10.5 - If you give us feedback or suggestions about the Service, you agree that we may use that feedback for any purpose (including to improve or develop the Service), without any obligation to compensate you.

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11.1 - The Service may refer you to, or contain links to, third-party websites, services or content. We do not control and are not responsible for the content, accuracy, or practices of any third-party, and your use of any third-party service is at your own risk and subject to that third party's own terms.

12.1 - We may suspend, restrict, or terminate your access to the Service if: 

12.1.1 - we reasonably believe that you have breached or are about to breach these Business Terms or the law;

12.1.2 - your messages to Ayo or a Consumer User are offensive, discriminatory, unsafe, or illegal; 

12.1.3 - we reasonably believe that you falsified or misled the age verification checks that we used to verify that you were over 18;  

12.1.4 - we reasonably believe that your conduct poses a risk to another User or to Ayo;

12.1.5 - we are required to do so as a result of a legal obligation, or by a request from a law enforcement or regulatory authority;

12.1.6 - you do not meet the eligibility requirements in Section 3 of these Business Terms; 

12.1.7 - we need to do so for a security or technical reason, or if required by a regulatory authority or legal obligation. 

12.1.8 - we reasonably believe that you have provided misleading information to us or Consumer Users about your Offerings, your skills, your experience, your availability, your qualifications, or any other information provided about you or your services; 

12.1.9 - your business ceases to operate or you threaten to cease operating;

12.1.10 - we receive a complaint about your behaviour or the quality of your services from a Consumer User;

12.1.11 - we reasonably believe that your actions would bring Ayo into disrepute or would otherwise damage our goodwill; 

12.1.12 - you spam the Ayo system with an excessive number of Offerings or duplicate Offerings; or

12.1.13 - a petition is filed, a notice is given, a resolution is passed or an order is made for or in connection with your winding up, administration or bankruptcy, or a liquidator, provisional liquidator, administrator, receiver, administrative receiver or trustee in bankruptcy is appointed over you or any of your assets.

12.2 - If we suspend or restrict your use of the Service, we will provide you with a statement of reasons via email explaining the grounds for the suspension or restriction, and give you an opportunity to clarify the facts and circumstances of the suspension or restriction. 

12.3 - If we terminate your use of the Service, we will give you at least 30 days’ notice of our decision to terminate you. That notice will contain the specific facts or circumstances that led to the decision to terminate your use of the Service, including the contractual grounds for your termination. 

12.4 - We are not required to give you any advance notice of suspension, restriction, or termination under Sections 12.2 and 12.3 if we are subject to a regulatory or legal obligation which requires us to terminate your access to the Service, or if we are required to do so by applicable law. We are also not required to give you any advance notice if we are terminating your access to the Service as a result of your repeated infringement of these Business Terms.

12.5 - If we revoke your suspension, restriction, or termination, we will reinstate your access to the Service without undue delay. 

12.6 - You may stop using the Service at any time by contacting us at https://ayo-help.freshdesk.com/support/home and requesting that we delete your Ayo Profile. 

12.7 - Once your access to the Service is terminated, you remain responsible for completing any works you have agreed to with your Trade Matches.

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13.1 - We may make changes to the Service without giving you any prior notice. 

13.2 - We may discontinue the Service in whole or in part without prior notice to you.  

13.3 - If you do not agree to the changes, you must stop using the Service in accordance with Section 12.6.

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14.1 - We may make changes to these Business Terms. Subject to Section 14.2, if we make changes to these Business Terms, we will give you at least 15 days’ notice of the change via email, or a longer period of notice if you will need to make any technical or commercial adaptations to comply with the changes. 

14.2 - We may make changes to these Business Terms immediately if we are required to make the change due to a legal or regulatory obligation that requires the change to be made within a shorter timeframe than 15 days, or if we have to change these Business Terms to address an unforeseen or imminent danger to the Service or its Users, such as fraud, malware, spam, data breaches, or other cybersecurity risks.

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15.1 - You agree to indemnify and hold us harmless for any liabilities, claims, losses, damages, or costs and expenses we incur in connection with (a) any incorrect, inaccurate, misleading, or out-of-date information you provide to us (including your Offerings), (b) any third-party claims against us in relation to you breaching applicable law, (c) any third-party claim in relation to your misuse of Consumer User data, (d) any third-party claim in relation to the services you perform (or fail to perform) for a Consumer User (including any death or personal injury or damage to property arising out of or in connection with your services), and (e) any third-party claim arising out of or relating to your use of the Service.

16.1 - Nothing in these Business Terms excludes or limits our liability where it would be unlawful to do so. 

16.2 - Subject to Section 16.1, we will not be liable to you, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any: (a) loss of profits, revenue, business or opportunity; (b) loss of goodwill or reputation; (c) indirect or consequential loss; or (d) loss arising from any matter beyond our reasonable control.

16.3 - We are not a party to any contract between you and a Consumer User and we are not responsible for how you conduct yourself with Consumer Users. Subject to Section 16.1, we will not be liable for any loss arising from your dealings with a Consumer User, including any works you agree to carry out, or any act or omission of a Consumer User.

16.4 - Subject to Section 16.1, our total liability to you arising out of or in connection with these Business Terms or the Service will not exceed £100.

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17.1 - For more information about how we use your personal data, please read our Privacy Notice https://ayo.ax/privacy-policy.

18.1 - These Business Terms form the entire agreement between you and us in relation to the Service, and supersede any prior agreement or understanding.

19.1 - If any provision of these Business Terms is found to be unlawful, void or unenforceable by a court or authority, that provision will be treated as removed from these Business Terms and the remaining provisions will continue in full force and effect.

20.1 - If we do not immediately insist that you perform any of your obligations under these Business Terms, or if we do not immediately enforce our rights against you, that does not mean that we have waived our right to do so. We may enforce such rights or insist that you perform your obligations or seek another right or remedy at a later date, and it does not mean that you do not have to comply with those obligations.

21.1 - We may transfer our rights and obligations under these Terms to another organisation, and will notify you via email if we do so. 

21.2 - You may not transfer your rights or obligations under these Business Terms to another person.

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22.1 - These Business Terms do not give rise to any rights to any third-party to enforce these Business Terms, and no other party can enforce these Terms.

23.1 - We will not be liable for any failure or delay in performing our obligations under these Business Terms caused by events outside our reasonable control, including but not limited to technical failures caused by WhatsApp, internet or telecommunications outages, or actions of government or regulatory bodies.

24.1 - If you have a complaint about the Service or an issue to raise with us, we would like to try and resolve it amicably. Please contact us using the details in Section 26 of these Business Terms so that we can try to resolve your complaint. 

24.2 - Any dispute or claim arising out of or in connection with these Business Terms shall be subject to the exclusive jurisdiction of the courts of England and Wales.

25.1 - These Business Terms, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them or the Service, shall be governed by and construed in accordance with the laws of England and Wales.

26.1 - If you have any questions about these Terms, would like to make a report about a User or Ayo, raise a complaint, or exercise any of your data protection rights, the quickest way to reach us is through our Support Hub, where you can raise a ticket: https://ayo-help.freshdesk.com/support/home.

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You can also contact us:

26.1.1 - By email: support@ayo.ax

‍26.1.2 - By post: Kings Parade, Lower Coombe Street, Croydon, Surrey, United Kingdom, CR0 1AA

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