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 an 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 within 30 (thirty) days from the notification date or as 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 downtime, 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 to 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; (iv)

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 digital workers 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 digital worker processes manually ourselves and will not be able to provide refunds for any downtime. We will endeavour to make changes to the digital worker 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 digital worker 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 digital worker is functioning again.

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

8.2 Changes or upgrades outide of the original scope.

In the spirit of maintaining an effective and efficient service, Roboteer will typically also offer changes and upgrades to the scope of a digital worker at no additional cost. This is done in good faith, and we are usually able to make these changes or upgrades with pleasure. However, it is important to note that there may be instances where the Customer's request for changes or upgrades is considered extraordinarily onerous by Roboteer. In such cases, Roboteer reserves the right, at their sole discretion, to charge a labor cost for the extra work required. This cost is set at £50 per hour.

This provision is designed to strike a balance between accommodating the specific needs of our customers and maintaining the efficiency of our services. We encourage our customers to discuss any potential changes or upgrades with us so we can assess the potential impact and discuss any potential additional costs.

9. Price Adjustment

Roboteer retains the authority to annually adjust the cost of the digital worker, in alignment with the Retail Price Index (RPI) in the United Kingdom. This authority is retained for potential future exigencies and is not an automatic yearly increase.

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 capitalized 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.