Terms and Conditions

Terms of Use

These Terms of Use constitute a binding agreement (the “Agreement”) between you and Roboteer (referred to as “Parties”, each a “Party”) and govern your use of our Services. Your use of the Services is confirmation of your acceptance of the terms of this Agreement, so make sure that you read and understand it beforehand. By using the Services and accepting this Agreement, you confirm that you have the capacity to legally bind the customer (as defined below).

1. Definitions

“Agreement” means this Terms of Use agreement

“Customer” / “you” / “your” means the company or any individual including employees or equivalent contractors that has, accesses, or directs the use of, any of the Services provided by Roboteer.

“Services” means the services to be provided by Roboteer under this agreement

“Roboteer” / ”we” / ”us” is Roboteer Automation Limited (Company Number 15185702), registered office address 15 Bridge Road, Wellington, Telford, England, TF1 1EB.

2. Important

2.1 If you sign on for our Services on behalf of your employer/similar contractor, you confirm that you have the necessary authority or permission to do so, your employer/similar contractor will be deemed the customer and references to “you” will include both you as individual and the customer.

2.2 We reserve the right to make changes to the Services or the Agreement without notice. We will notify you of material changes via email or telephone and the updated Agreement will be effective immediately unless otherwise specified in the notification. If you continue to use the Services after any change has taken effect, Roboteer assumes that you have agreed with said change. Your only remedy for dissatisfaction hereunder is to stop using the Services.

3. Confidentiality

3.1 Both parties undertake that each shall not at any time during this agreement use in any way or disclose any of the other party’s Confidential Information except as expressly permitted by, or required to enable it to perform its obligations under, these Terms of Use, and will take reasonable precautions to protect the confidentiality of such information, which precautions shall be at least as stringent as those it takes to protect its own Confidential Information.

3.2 Both parties may disclose Confidential Information:

  • to its employees, agents, consultants or subcontractors as need to know such information for the purpose of discharging its obligations under this agreement. The party in receipt of such information shall ensure that its employees, agents, consultants or subcontractors to whom it discloses the Confidential Information comply with this; and
  • as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

4. Liability

4.1 Exclusions

To the maximum extent permitted by applicable law, in no event will Roboteer be liable for any special, indirect, moral, consequential, incidental, punitive or exemplary damages, the use or inability to use the Services, computer malfunction or failure, server down time, failure of the Services to operate with other programs, loss of profits, reputation, use or revenue, loss or corruption of data, or interruption of business, regardless if the Roboteer Party was aware of the likelihood of such damages occurring, and whether such liability is based on contract, tort, negligence, strict liability, products liability or otherwise. For the avoidance of any doubt, under no circumstances may any Roboteer Party be liable for any claims of any kind and nature that may be asserted, granted, or imposed against, directly or indirectly, arising from, or in connection with, your Content, your failure to comply with the Agreement or use of your account.

4.2 Limitation of Damages

Your exclusive remedy against Roboteer, for each and all claims, actions, proceedings and damages (individually and together), arising out of, or in connection with, the Agreement, and including where the warranty exclusions above are not valid or permitted under the applicable law, is limited up the higher of (i) 100 (one hundred) GBP or (ii) the value of the consideration you paid for the month during which the loss or breach occurred. These limitations and exclusions apply even if this remedy doesn't fully compensate you for any losses and even if Roboteer knew or should have known about the possibility of the damages or the likelihood of their occurrence.

4.3 Indemnification

You will indemnify any Roboteer Party, defend, and hold them harmless, against any losses, damages, fines and expenses (including attorneys' fees and costs) arising out of, or relating to any claims based on, (i) your, and your users' use or attempted use of the Services in violation of the Agreement; (ii) your violation of the applicable law or rights of any third party; (iii) your Content, including without limitation any claim of infringement or misappropriation of intellectual property or other proprietary rights;

5. Termination

5.1 Term

The Agreement is effective from the date when you start using the Services until terminated in accordance with this Agreement.

5.2 Termination for convenience

You may stop using the Services and terminate your account at any time, however this will not relieve you of any obligation to pay any outstanding fees (if applicable). We may change or discontinue, or terminate your use of, the free Services at any time. In respect of paid Services, we will provide you with 60 days’ notice in advance.

5.3 Material termination

We may immediately, and without notice, terminate, suspend your right to use and access the Services, or delete your account, if: (i) we have a reasonable suspicion that you have breached or attempted to breach this Agreement or the applicable law; (ii) provision of the Services is deemed unlawful or infringes any third-party right; (iii) if applicable, you fail to pay the Services fees in due time.

5.4 Intellectual property with respect to termination

Upon termination or expiration of this Agreement, the Customer will have no rights to, and shall cease all use of, the Intellectual Property. The Customer acknowledges and agrees that all rights, title, and interest in and to any work product, deliverables, or other materials provided or created by Roboteer in connection with the Services shall remain with Roboteer, and the Customer shall not have any rights to such materials except as expressly provided in this Agreement.

6. Downtime

6.1 Unavailability

From time to time, our Services may experience downtime temporarily due to changes on the system on which they operate, or for others reasons. We cannot accept any liability for any downtime, will not be able to carry out the Service processes manually ourselves and will not be able to provide refunds for any downtime. We will endeavour to make changes to the Service to adapt to any updates on the systems on which they operate as fast as possible.

6.2 Manual fallbacks

During periods of unavailability, it may be necessary for you to revert to manual processing of the work that the Service usually performs. It is important that you maintain good knowledge of the manual process and also have staff available to perform these processes manually in order to do this until the Service is functioning again.

6.3 Permanent unavailability

In some instances, third-party platforms or services that our Services depend on may implement changes, updates, or policies that could render it impossible for us to continue providing our Services. Such changes are beyond our control and may result in the immediate cessation of our Services. In the event that our Services are stopped due to third-party changes, we may not be able to offer alternative solutions, nor can we provide refunds for any remaining subscription period. It is important to acknowledge that the continuity of our Services is often linked to the stability and policies of third-party platforms, and disruptions caused by these external factors are a recognised risk of using our Services.

6.4 Scheduled maintenance and updates

The Customer agrees that from time to time the Service may be temporarily unavailable due to scheduled maintenance or deployment of updates. Roboteer will endeavor to schedule maintenance or deployments outside of peak business hours and shall provide at least 24 hours advance notice for any scheduled downtime whenever feasible. During such maintenance windows, the Service may be paused or inaccessible, and any interruption resulting from agreed or scheduled maintenance shall not constitute a breach of this Agreement.

7. Intellectual Property

All software, process diagrams, and other intellectual property created, used, or provided by Roboteer in the course of providing the Services (collectively, the "Intellectual Property") remain the exclusive property of Roboteer. This includes all rights, title, and interest in and to the Intellectual Property, including all related intellectual property rights. No rights or licenses are granted to the Customer under this Agreement, except for the limited right to use the Services in accordance with the terms of this Agreement.

8. Changes and Upgrades

8.1 Changes or upgrades within the original scope

Any changes or upgrades that are necessary to keep the Service functioning in line with the original specification in the Process Definition Document (for example, changes on the target system that the Service runs on, or changes in an API we interact with) are provided at no extra cost.

8.2 Changes or upgrades outside of the original scope during trial period

As standard, Roboteer offers a trial period during which the customer can test the Services free of charge for a fixed duration. During this trial period Roboteer will typically support changes and updates to the scope of the Service at no additional cost while the Service is refined. However, it is important to note that there may be instances where the Customer's request for changes or upgrades are considered extraordinarily onerous by Roboteer. In such cases, Roboteer reserves the right, at their sole discretion, to charge a labour cost for the extra work required. This cost is set at £100 per hour.

We encourage our customers to discuss any potential changes or upgrades with us so we can assess the potential impact and discuss any additional costs.

8.3 Changes or upgrades outside of the original scope after the end of the trial period

Changes or upgrades to the Service outside of the original scope and after the end of the trial period are subject to additional costs at a rate of £100 per hour (the “Out-of-Scope Rate”). Roboteer will provide a quotation for the requested change, to be approved by you in writing prior to implementation. Roboteer shall have no obligation to perform any out-of-scope work without such prior written approval. The Customer acknowledges that all work outside the agreed initial scope will be billed at the Out-of-Scope Rate after the trial period, and no further free modifications are included.

8.4 Advance notice for changes

The Customer shall provide Roboteer with at least one (1) calendar month advance written notice for any requested change or upgrade. Roboteer will evaluate the requested change and propose an estimated implementation timeline in good faith. The Customer acknowledges that Roboteer is not obligated to implement changes without sufficient notice, and any such change will only be undertaken pursuant to a mutually agreed schedule and written change request (including an estimate of any additional fees). In extraordinary circumstances, Roboteer may require more than one calendar month's notice or may find it unfeasible to implement the change. In such a case where Roboteer is unable to implement the change and the Customer wishes to stop using the Service as a result, it is the Customer's responsibility to find an alternative solution.

9. Price Adjustment

Roboteer retains the authority to adjust the cost of the Service at any time and to any extent. Roboteer will provide at least one (1) calendar month advance written notice of any price adjustments and the Customer will have the right to cancel the Service within that notice period if they do not agree with the price adjustment. This authority is retained for potential future exigencies and is not indicative of any automatic increases.

10. Email Sending

In instances where Roboteer sends email on behalf of a client as part of the functionalities of the Service provided, Roboteer shall employ industry best practices and tools to enhance email deliverability and ensure optimal display upon receipt. Where feasible, Roboteer shall send emails from the client's domain and manage the send rates to minimise the likelihood of emails being classified as spam. Notwithstanding these efforts, due to the variability of email clients and browsers, Roboteer cannot guarantee a specific threshold for the proportion of emails that may be marked as spam. Furthermore, while Roboteer will endeavour to optimise emails for proper rendering across a wide range of email clients and browsers, uniform appearance across all platforms cannot be assured.

11. Support and Service Levels

11.1 Support hours

Roboteer will provide customer support via email or Slack during normal business hours, Monday to Friday, 9:00 AM to 5:00 PM GMT, excluding UK public holidays. Support requests received outside of support hours will be addressed on the next business day.

11.2 Response times

Roboteer shall use reasonable efforts to respond to support requests within one (1) business day for standard issues and within four (4) hours for urgent issues that result in a complete loss of service, provided such requests are made during the support hours defined above. Initial response may include acknowledgment of the issue and an estimate for resolution.

11.3 Resolution and escalation

Roboteer will work diligently to resolve reported issues. Issues will be classified by severity, and higher-severity issues will be prioritised. If an issue cannot be resolved immediately, Roboteer will inform the Customer of the progress and may escalate the problem internally to meet the service obligations.

11.4 No 24/7 guarantee

Except as explicitly agreed in writing, Roboteer’s support is not available 24/7. Any enhanced support coverage (such as weekend or out-of-hours support) may be provided only by separate agreement and will incur additional fees.

Data Processing Addendum

This data processing addendum (the “DPA”) is dated on the date you start using the Services and made between:

  1. Roboteer (the “Data Processor”)
  2. The Customer (the “Data Controller” and, together, “the Parties”).

Definitions

Any capitalised terms not defined within this DPA shall have the same meanings as set out in the United Kingdom General Data Protection Regulation, Retained Regulation (EU) 2016/679 together with the Data Protection Act 2018 (the “UK GDPR”)

Terms

  1. The Data Processor will provide the Services as set out in this Agreement and made between the Parties.
  2. The Data Processor confirms that it will only act on the Data Controller’s documented instructions (unless required by law to act without such instructions).
  3. The Data Processor will ensure that anyone processing the data (whilst this data is in the control of the Data Processor) is subject to a duty of confidence. For the avoidance of doubt, this will cover the Data Processors employees, temporary workers and agency workers.
  4. The Data Processor will take appropriate measures to ensure the security of the processing carried out.
  5. Any sub-processor engaged by the Data Processor will impose the same safeguards to the Data Controller’s data as set out in Article 28(3) of the UK General Data Protection Regulation (“UK GDPR”). Our subprocessors can be viewed at www.roboteer.co.uk/subprocessors
  6. The Data Processor will take appropriate measures to help the Data Controller to respond to requests from data subjects to exercise their rights.
  7. Taking into account the nature of processing and the information available, the Data Processor will assist the Data Controller in meeting its UK GDPR obligations in relation to the security of processing, the notification of personal data breaches, and data protection impact assessments.
  8. The Data Processor must delete or return all personal data to the Data Controller (at the Data Controller’s choice) when this Agreement is terminated, and the Data Processor must also delete existing personal data unless the law requires its storage.
  9. The Data Processor will provide the Data Controller with all the information needed to show that the obligations under Article 28 UK GDPR have been met. The Data Processor will also contribute to any audits and inspections carried out by the Data Controller, or by an auditor appointed by the Data Controller.