Extend Robotics Combined Terms & Conditions

Section 1                    

Software Licence Conditions

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1. Definitions and interpretation​

 

1.1 The definitions and rules of interpretation in this clause apply to these Conditions.

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Authorised Users means those employees, agents and independent contractors of the Customer who are authorised by the Customer to use the Software and the Documentation in accordance with these Conditions.

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Business Day means a day other than a Saturday, Sunday or bank or public holiday in England.

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Commencement Date the date on which the Customer’s order for the Software is accepted by the Supplier.

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Conditions means these software licence terms and conditions set out in clause 1 (Definitions and Interpretation) to clause 31 (Jurisdiction) (inclusive) and in the Schedule to these terms and conditions.

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Confidential Information means all information (whether in oral, written or electronic form) relating to a party’s business which may reasonably be considered to be confidential in nature including information relating to that party’s technology, know-how, Intellectual Property Rights, assets, finances, strategy, products and customers. All information relating to the Software, the Documentation, the Usage Data and any other technical or operational specifications or data relating to the Software shall be part of the Supplier’s Confidential Information.

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Customer means the organisation that places an order for the Software that is accepted by the Supplier.

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Documentation means any documentation made available to the Customer and/or the Authorised Users by the Supplier which sets out a description of the Software and the instructions for use of the Software, including the User Manual.

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ER App the application software within the Software.

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ER Website means the Supplier’s website at https://www.extendrobotics.com.

Initial Term means the initial term of the licence granted by the Supplier under these Conditions as specified in the Customer’s order for the Software and accepted by the Supplier.

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Intellectual Property Rights means any and all copyright, rights in inventions, patents, know-how, trade secrets, trade marks and trade names, service marks, design rights, rights in get-up, database rights and rights in data, semiconductor chip topography rights, utility models, domain names and all similar rights and, in each case: (i) whether registered or not; (ii) including any applications to protect or register such rights; (iii) including all renewals and extensions of such rights or applications; (iv) whether vested, contingent or future; and (v) wherever existing.

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IP Claim has the meaning given in clause 11.2.1.

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Licence Fees means the licence fees payable by the Customer to the Supplier for use of the Software in accordance with these Conditions as published on the ER Website from time to time or as otherwise agreed between the parties (including Pay-Per-Use Subscriptions).

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Licence Purpose means the Customer’s internal operational purposes only.

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Licence Restrictions the restrictions on use of the Software and the Documentation referred to in these Conditions including those concerning the number of Authorised Users permitted to use the Software and the Documentation, the Permitted Equipment, the Licence Purpose and the Territory in which the Software and the Documentation may be used.

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Licence Term has the meaning given in clause 13.1 (being the Initial Term together with any subsequent Renewal Periods).

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Onboarding and Support Services means the onboarding and support services set out in the Schedule to these Conditions.

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Open-Source Software: any software programs which are licensed under any form of open-source licence meeting the Open Source Initiative's open source definition from time to time.

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Pay-Per-Use Subscription means a subscription to use the Software where the Customer purchases credits to enable its Authorised Users to use the Software for a certain amount of time.

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Permitted Equipment means equipment, including hardware, owned by the Customer and used by the Customer in conjunction with the Software.

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Renewal Period a renewal period as defined in clause 13.1.

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Software means the software supplied to the Customer, including any Updates or Upgrades made available by the Supplier to the Customer under these Conditions.

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Supplier means Extend Robotics Limited, a company incorporated in England and Wales under company number 12171849 and whose registered office is at 71-75 Shelton Street, Covent Garden, London WC2H 9JQ.

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Support Fees means the fees which may apply in relation to any Onboarding and Support Services.

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Territory means the country of the Customer’s principal place of business or such other territory as a director of the Supplier expressly agrees to in writing.

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Third Party Software means such software that is contained within the Software that is owned or licensed by a person other than the Supplier including any Open-Source Software.

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Update a release of the Software that corrects faults, adds functionality or otherwise amends or upgrades the Software, but which does not constitute an Upgrade.

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Upgrade any new version of the Software which from time to time is publicly marketed and offered for purchase by the Supplier in the course of its normal business, being a version which contains such significant differences from the previous versions as to be generally accepted in the marketplace as constituting a new product.

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Usage Data refers to data processed by the Supplier concerning the Authorised Users’ use of the Software and the Permitted Equipment.

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User Manual has the meaning given in clause 7.1.

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VAT means United Kingdom value added tax, any other tax imposed in substitution for it and any equivalent or similar tax imposed outside the United Kingdom.

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Warranty Period has the meaning given in clause 10.1.

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1.1               In these Conditions:

1.2.1           a reference to these Conditions includes their schedules;

1.2.2           the table of contents, background section and the clause, paragraph, schedule or other headings in these Conditions are included for convenience only and shall have no effect on interpretation;

1.2.3           reference to the ‘parties’ means the Supplier and the Customer. Reference to a ‘party’ means the Supplier or the Customer.

1.2.4           a reference to a ‘party’ includes that party’s successors and permitted assigns;

1.2.5           words in the singular include the plural and vice versa;

1.2.6           A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality;

1.2.7           any words that follow ‘include’, ‘includes’, ‘including’, ‘in particular’ or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words;

1.2.8           a reference to ‘writing’ or ‘written’ includes any method of reproducing words in a legible and non-transitory form;

1.2.9           a reference to legislation is a reference to that legislation as amended, extended, re-enacted or consolidated from time to time except to the extent that any such amendment, extension or re-enactment would increase or alter the liability of a party under these Conditions;

1.2.10         a reference to legislation includes all subordinate legislation made from time to time under that legislation; and

1.2.11         a reference to any English action, remedy, method of judicial proceeding, court, official, legal document, legal status, legal doctrine, legal concept or thing shall, in respect of any jurisdiction other than England, be deemed to include a reference to that which most nearly approximates to the English equivalent in that jurisdiction.

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2                  Licence

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2.1               Subject to the terms of these Conditions and payment of the Licence Fees, the Supplier grants the Customer a non-exclusive, non-transferrable licence to permit the Authorised Users to install the Software on the Permitted Equipment and to use the Software and the Documentation for the Licence Purpose in the Territory for the Licence Term.

2.2               The Customer shall:

2.2.1           be liable for the acts and omissions of the Authorised Users as if they were its own; and

2.2.2           procure that each Authorised User is aware of, and complies with, the obligations and restrictions imposed on the Customer under these Conditions, including all obligations and restrictions relating to record keeping, audits and installation or use of the Software and the Supplier’s Confidential Information.

2.3               The Customer shall not permit any person other than an employee of the Customer to be an Authorised User unless the Customer has received the Supplier’s prior written consent.

2.4               The Customer undertakes that the maximum number of Authorised Users that it authorises to access and use the Software and the Documentation shall not exceed the number of operator seats that it has purchased.

2.5               The Customer shall not sub-licence any of its rights under these Conditions unless the Customer has first received the Supplier’s prior written consent.

2.6               The Customer acknowledges that the Supplier shall be entitled to withhold consent under clause 2.3 and/ or clause 2.5 at its discretion or to make any approval conditional on the payment of additional fees or such other terms as the Supplier considers appropriate.

2.7               Any sub-licences granted by the Customer shall prohibit further sub-licensing, shall include provisions that are at least as protective of the Software, the Documentation and the Usage Data as the provisions set out in these Conditions and shall include a provision to the effect that the sub-licence shall terminate immediately on expiry or termination of these Conditions.

2.8               Without prejudice to any other rights or obligations of either party, if the Customer at any time has or obtains additional copies of the Software beyond those licensed under these Conditions (including duplicate deliveries), it shall promptly destroy the additional copies.

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3                  Limitations on use

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3.1               Except as expressly permitted under these Conditions or by law, the Customer shall not:

3.1.1           use, copy, modify, adapt, correct errors, or create derivative works from, the Software;

3.1.2           decode, reverse engineer, disassemble, decompile or otherwise translate or convert the Software other than in the circumstances set out in clause 3.2;

3.1.3           assign, sub-licence, lease, resell, distribute or otherwise deal in or encumber the Software;

3.1.4           remove or modify any copyright or similar notices, or any of the Supplier’s or any other person’s branding, that the Software causes to be displayed when used or that is displayed in the User Manual or on any packaging accompanying the Software if delivered on physical media;

3.1.5           install or use the Software, or permit it to be installed or used, on behalf of any third party; or

3.1.6           attempt to circumvent or interfere with any security features of the Software.

3.2               If it is necessary for the Customer to decompile the Software in order to create an independent program to allow the interoperability of the Software with other software, it shall notify the Supplier in writing in advance and request the provision of the information necessary to enable such interoperability. The Supplier may, but is not obliged to, provide such information and assistance to the Customer as it considers appropriate.

3.3               The Customer may make such number of backup copies of the Software as is reasonably necessary for its lawful use. The Customer shall record the number and location of all copies of the Software and take appropriate steps to prevent unauthorised copying.

3.4               The Customer shall not exceed the Licence Restrictions and acknowledges that it shall be required, without prejudice to any other rights or remedies to which the Supplier may be entitled, to pay the Supplier at the Supplier’s then-current rates for any additional usage of the Software.

3.5               Notwithstanding any Licence Restrictions in respect of the sites at which the Software can be used or the equipment on which it may be installed, the Customer may:

3.5.1           install (and keep installed) the Software at one backup site during the Licence Term provided the Customer has given the Supplier at least five days’ prior written notice of the relevant site and of any change of site from time to time;

3.5.2        use the Software at the backup site referred to in clause 3.5.1, provided that the use of the Software does not exceed a consecutive period of two months per calendar year during the Licence Term where the Customer is prevented from using the Software at the original site due to circumstances beyond the Customer’s reasonable control; and

3.5.3         for the purposes of testing the Customer’s disaster recovery and business continuity arrangements, use the Software installed at the backup site referred to in clause 3.5.2 for such reasonable period of time (not exceeding one week per calendar year during the Licence Term) as is necessary to complete the disaster recovery and business continuity testing.

3.6              The Customer shall ensure that the backup site referred to in clause 3.5 remains under the Customer’s direct ownership and control and the Customer shall promptly notify the Supplier when the Customer’s temporary use of the Software begins and ceases.

3.7               The Customer shall install and use the Software at all times in accordance with the Documentation and all other terms of these Conditions.

3.8               The Customer shall be permitted to use the Software in machine-readable object code form only.

3.9               The Customer shall notify the Supplier in writing as soon as it becomes aware of any actual or suspected unauthorised installation or use of the Software (including any installation or use in excess of the Licence Restrictions).

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4                 Delivery and installation

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4.1               The Supplier shall use reasonable endeavours to deliver the Software to the Customer in the manner and on the date specified in the Customer’s order and agreed by the Supplier.

4.2               If the Software is to be delivered to the Customer on physical media, the risk in the media shall pass to the Customer when it is dispatched by the Supplier.

4.3        If the Software is to be made available for download by the Customer, the Supplier shall notify the Customer when the Software is ready to be downloaded and shall provide all reasonable instructions, including any necessary activation codes or licence keys. It is the Customer’s responsibility to ensure that its computer system and network connection is capable of downloading the Software

4.4               Unless otherwise agreed in writing, the Customer shall be responsible for installing the Software in accordance with the instructions provided by the Supplier.

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5                  Onboarding and Support

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5.1               The Supplier shall provide the Customer with the Onboarding and Support Services.

5.2               Unless otherwise agreed in writing the Customer shall not be entitled to receive Updates or Upgrades to the Software.

5.3               The provisions of clause 5.2 do not apply to any Updates provided by the Supplier pursuant to its warranty and other express obligations under these Conditions.

5.4               Any services provided by the Supplier to the Customer other than as expressly provided for under these Conditions shall be charged to the Customer at the Supplier’s standard charges for such services in force from time to time.

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6                  Training

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6.1               Where agreed between the Customer and the Supplier in writing, and subject to clause 6.2, the Supplier shall provide training and guidance to the Customer on the use of the Software.

6.2               The Customer acknowledges that any training provided under clause 6.1 shall be provided:

6.2.1           at the Supplier’s discretion and subject to the availability of the Supplier’s personnel;

6.2.2           at the Supplier’s standard charges for training services in force from time to time; and

6.2.3           at the premises of the Supplier or such other location as the parties may agree.

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7                  User Manual

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7.1               The Supplier shall provide or make available online a set of documentation (User Manual) containing instructions on how to use the Software and detailing any specific user requirements or restrictions relating to the Software. Any help files supplied with the Software and information on the ER Website shall be deemed to form part of the User Manual.

7.2               The User Manual shall be updated by the Supplier from time to time in such manner as the Supplier sees fit. Where updates to the User Manual are made available online, the Supplier shall not be obliged to provide updated hard copy versions of the User Manual, which shall be deemed to incorporate the online updates from the date on which they are made available.

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8                 Fees

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8.1               The Customer shall pay the Licence Fees and the Support Fees to the Supplier in accordance with this clause 8.

8.2               The Supplier shall invoice the Customer for the Licence Fees either monthly in advance (in the case of monthly subscriptions) or yearly in advance (in the case of yearly subscriptions) or immediately (in the case of Pay-Per-Use Subscriptions).  

8.3               The Supplier shall invoice the Customer for the Support Fees in arrears.

8.4               The Customer shall pay the amount due under each invoice for Licence Fees immediately upon receipt.

8.5               The Customer shall pay the amount due under each invoice for Support Fees within 7 calendar days of receipt of the Supplier’s invoice.

8.6              The Supplier may vary the amounts payable for Pay-Per-Use Subscriptions at any time and from time to time.

8.7             If the Customer’s usage limits within monthly or annual subscriptions are exceeded, the Supplier may, at its option, permit the Customer to extend its use of the Software through a Pay-Per-Use Subscription.

8.8               In respect of any payments due to the Supplier in connection with the use of the Software other than those described in clauses 8.2 to 8.4 inclusive, the Customer shall pay such amounts to the Supplier within 7 calendar days of receipt of the Supplier’s invoice, unless otherwise agreed by the parties.

8.9               The Licence Fees, the Support Fees and any other charges payable under these Conditions are exclusive of VAT which shall be payable by the Customer at the rate and in the manner prescribed by law.

8.10             The Supplier shall have the right to charge interest on overdue invoices at the rate of 8% per year above the base rate of the Bank of England, calculated from the date when payment of the invoice becomes due for payment up to and including the date of actual payment whether before or after judgment.

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9                 Records and audit

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9.1               The Customer shall maintain accurate and complete records of its and its sub-licensees installation and usage of the Software including:

9.1.1           the number of copies (including backup copies);

9.1.2           the number of Authorised Users; and

9.1.3           the installation sites and equipment on which it is installed.

9.2               Within 10 Business Days of being requested to do so by the Supplier, the Customer shall provide the Supplier with copies of the records referred to in clause 9.1 for the purpose of verifying that the Customer’s treatment of the Software is in accordance with these Conditions.

The Customer shall allow and procure for the Supplier (and any authorised representatives of the Supplier) access to its premises and those of its sub-licensees to inspect the  equipment on which the Software is installed or on which the Supplier reasonably believes the Software might be installed, and to audit (and take copies of) the relevant records of the Customer and the sub-licensees, to the extent necessary to verify that the installation and use of the Software is in accordance with these Conditions.

9.4               Unless otherwise agreed in writing, the inspections and audits referred to in clause 9.3 shall be undertaken:

9.4.1           during the Customer’s normal business hours on Business Days;

9.4.2           subject to the provision by the Supplier of a minimum of 5 Business Days’ notice; and

9.4.3           not more than twice in any calendar year during the Licence Term.

9.5              At the Supplier’s option, the audit and inspection referred to in clause 9.3 may be undertaken by way of remote access or by way of physical attendance at any premises where the Customer (or any person to whom use of the Software is sub-licensed) locates its computer equipment.

9.6              The Customer shall, at its own cost, provide all reasonable assistance and cooperation to the Supplier in conducting any inspection or audit undertaken under this clause 9. The Supplier shall comply with the Customer’s reasonable directions in order to minimise disruption to the Customer’s business and to safeguard the confidentiality of the Customer’s Confidential Information.

9.7               The provisions of this clause 9 shall survive termination or expiry of these Conditions for a period of 12 months.

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10                Warranty

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10.1               The Supplier warrants that the Software shall operate materially in accordance with the Documentation when used in accordance with these Conditions for 60 calendar days from the date the Software is first made available for download or delivered (Warranty Period).

10.2               The Supplier does not warrant that the use of the Software will be uninterrupted or error-free.

10.3               The Customer acknowledges that any Third Party Software provided by the Supplier is provided "as is" and expressly subject to the disclaimer in clause 10.9.

If the Customer receives any Update or Upgrade of the Software under these Conditions during the Warranty Period, such Update or Upgrade will be covered under the warranty at clause 10.1 for the remainder of that original Warranty Period, but that Warranty Period will not be restarted extended and no new Warranty Period shall apply as a result of any Update or Upgrade to the Software.

10.4                 If the Customer receives any Update or Upgrade of the Software under these Conditions during the Warranty Period, such Update or Upgrade will be covered under the warranty at clause 10.1 for the remainder of that original Warranty Period, but that Warranty Period will not be restarted or extended and no new Warranty Period shall apply as a result of any Update or Upgrade to the Software.

10.5               If there is a breach of the warranty in clause 10.1, provided the Customer notifies the Supplier in writing within the Warranty Period and provides sufficient information to enable the Supplier to reproduce any errors, the Supplier shall, at its option:

10.5.1           use reasonable endeavours to correct the errors in the Software within a reasonable time; or

10.5.2           terminate these Conditions and refund any unused prepaid Licence Fees as at the date of termination.

10.6              The warranty in clause 10.1 is subject to the Customer complying with its obligations under, and using the Software in accordance with, these Conditions and is also subject to the limitations and exclusions set out in clause 12. In addition, the warranty shall not apply to the extent that any error in the Software arises as a result of:

10.6.1           incorrect operation or use of the Software (including any failure to follow the User Manual);

10.6.2           installation or use of the Software other than for the purposes for which it is intended;

10.6.3           modification or alteration of the Software without the written consent of the Supplier;

10.6.4           installation or use of the Software with other software or on equipment with which it is incompatible;

10.6.5           attempted repair, rectification or maintenance by any person other than the Supplier or a third party authorised in writing by the Supplier;

10.6.6           failure to notify the Supplier of any error within a reasonable period of time of it first occurring; or

10.6.7           failure to install any Update or Upgrade recommended and made available by the Supplier.

10.7               The Customer acknowledges that the Supplier does not give any warranty or representation and does not accept any liability (howsoever arising whether under contract, tort, in negligence or otherwise) in relation to:

10.7.1           the Software meeting the Customer’s individual needs or business requirements, whether or not such needs or requirements have been communicated to the Supplier;

10.7.2           the Software operating in a manner which is uninterrupted or free from minor errors or defects; or

10.7.3           the Software being compatible with any software or with any particular hardware or equipment.

10.8               Subject to clause 12.6, the provisions of clauses 10.5 and 11 set out the Customer’s sole and exclusive remedy (howsoever arising, whether in contract, tort, negligence or otherwise) for any breach of clause 10.1 or for any other error or defect in, defective performance or inability to use the Software or any part of it.

10.9               Other than as set out in this clause 10, and subject to clause 12.6, all warranties, conditions, terms, undertakings or obligations whether express or implied and including any implied terms relating to quality, fitness for any particular purpose, reasonable care and skill or ability to achieve a particular result are excluded to the fullest extent allowed by applicable law.

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11.                Proprietary Rights

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11.1               The Customer acknowledges and agrees that the Supplier and/or its licensors own all Intellectual Property Rights in the Software, the Documentation and the Usage Data including, without limitation, in the product of any development, design and/or integration work that the Supplier may carry out for the Customer and including where any elements of such products were developed as a result of or using the Customer’s ideas, suggestions or other feedback supplied by the Customer. Except as expressly stated herein, these Conditions does not grant the Customer any rights to, under or in, any Intellectual Property Rights in the Software and/or the Documentation and/or the Usage Data or the product of any development, design and/or integration work that the Supplier may carry out for the Customer.

11.2               Subject to clauses 11.3 and 11.7, the Supplier shall:

11.2.1           defend at its own expense any claim brought against the Customer by any third party alleging that the Customer’s use of the Software infringes any copyright, database right or registered trade mark, registered design right or registered patent in the United Kingdom (IP Claim); and

11.2.2           pay, subject to clause 11.4, all costs and damages awarded or agreed in settlement or final judgment of an IP Claim.

11.3               The provisions of clause 11.2 shall not apply unless the Customer:

11.3.1           promptly notifies the Supplier upon becoming aware of any actual or threatened IP Claim and provides full written particulars;

11.3.2           makes no comment or admission and takes no action that may adversely affect the Supplier’s ability to defend or settle the IP Claim;

11.3.3           provides all assistance reasonably required by the Supplier subject to the Supplier paying the Customer’s reasonable costs; and

11.3.4           gives the Supplier sole authority to defend or settle the IP Claim as the Supplier considers appropriate.

11.4              The provisions of clause 12 shall apply to any payment of costs and damages awarded or agreed in settlement or final judgment of an IP Claim under clause 11.2.

11.5               If the Software is or is likely to become subject to an IP Claim, the Supplier shall use reasonable endeavours to:

11.5.1           obtain the right for the Customer to continue to use the Software; or

11.5.2           replace or modify the Software (or the part of it subject to the IP Claim) so that it becomes non-infringing without materially affecting the functionality of the Software.

11.6               If the Supplier is unable to achieve either of the outcomes described in clause 11.5 having used reasonable endeavours (including where the costs of doing so are commercially prohibitive) or otherwise elects to proceed under this clause 11.6 then, on receiving written notification from the Supplier, the Customer shall promptly uninstall the Software and these Conditions shall immediately terminate. The Supplier shall refund the Customer on a pro-rata basis for any unused proportion of Licence Fees paid in advance. This clause 11.6 is without prejudice to the Customer’s rights and remedies under clauses 11.2.

11.7               The Supplier shall have no liability or obligation under this clause 11 in respect of (and shall not be obliged to defend) any IP Claim which arises in whole or in part from:

11.7.1           any modification of the Software without the Supplier’s express written approval;

11.7.2           installation or use of the Software otherwise than in accordance with these Conditions, the Documentation or the Supplier’s instructions;

11.7.3           installation or use of the Software in combination with any software, hardware or data that has not been supplied or expressly authorised by the Supplier; or

11.7.4           to the extent that the IP Claim arises directly or indirectly through the possession or use of any Third Party Software.

11.8               Subject to clause 12.6, the provisions of this clause 11 set out the Customer’s sole and exclusive remedy (howsoever arising, including in contract, tort, negligence or otherwise) for any IP Claim.

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12                  Limitation of liability

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12.1              The extent of the Supplier’s liability under or in connection with these Conditions (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation or under any indemnity) shall be as set out in this clause 12.2

12.3               Subject to clause 12.6, the Supplier’s total aggregate liability howsoever arising under or in connection with these Conditions shall not exceed an amount equal to the Cap.

12.3              In clause 12.2 and in this clause 12.3:

12.3.1           Cap. The Cap is one hundred per cent (100%) of the Total Charges in the Contract Year in which the breach of contract, tort, duty, misrepresentation or other default attributable to the Supplier occurred; and

12.3.2           Total Charges. The Total Charges means all Licence Fees paid to the Supplier by the Customer under these Conditions in the Contract Year in which the breach of contract, tort, duty, misrepresentation or other default attributable to the Supplier occurred; and

12.3.3           Contract Year. Contract Year means a 12-month period commencing with the Commencement Date or any anniversary of it.

12.4               Subject to clause 12.6, the Supplier shall not be liable for consequential, indirect or special losses.

12.5               Subject to clause 12.6, the Supplier shall not be liable for any of the following (whether direct or indirect):

12.5.1           loss of profit;

12.5.2           loss or corruption of data;

12.5.3           loss or corruption of software or systems;

12.5.4           loss or damage to equipment;

12.5.5           loss of use;

12.5.6           loss of production;

12.5.7           loss of contract;

12.5.8           loss of opportunity;

12.5.9           loss of savings, discount or rebate (whether actual or anticipated); and/or

12.5.10         harm to reputation or loss of goodwill.

12.6               Notwithstanding any other provision of these Conditions, the Supplier’s liability shall not be limited in any way in respect of the following:

12.6.1           death or personal injury caused by negligence;

12.6.2           fraud or fraudulent misrepresentation; or

12.6.3           any other losses which cannot be excluded or limited by applicable law.

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13                  Term and termination

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13.1               Subject to clause 13.2, these Conditions shall come into force on the Commencement Date and (unless terminated earlier in accordance with the provisions of these Conditions) shall continue for the Initial Term and thereafter these Conditions shall be automatically renewed for successive monthly periods (in the case of monthly Subscriptions) or successive yearly periods (in the case of annual Subscriptions) or for such additional time as the Customer has paid for under a Pay-Per-Use Subscription (each a Renewal Period) after which it shall automatically expire.

13.2               If the Supplier agrees in writing that these Conditions should last for a fixed term, these Conditions shall (unless terminated earlier in accordance with the provisions of these Conditions) terminate at the end of the Initial Term.

13.3               Either party may terminate these Conditions at any time by giving notice in writing to the other party if:

13.3.1           the other party commits a material breach of these Conditions and such breach is not remediable;

13.3.2           the other party commits a material breach of these Conditions which is not remedied within 20 Business Days of receiving written notice of such breach; or

13.3.3           the other party has failed to pay any amount due under these Conditions on the due date and such amount remains unpaid within 20 Business Days after the other party has received notification that the payment is overdue.

13.4               Any breach by the Customer of clause 3 shall be deemed a material breach of these Conditions which is not remediable.

13.5               The Supplier may terminate these Conditions at any time by giving notice in writing to the Customer if the Customer:

13.5.1           stops carrying on all or a significant part of its business, or indicates in any way that it intends to do so;

13.5.2           is unable to pay its debts either within the meaning of section 123 of the Insolvency Act 1986 or if the Supplier reasonably believes that to be the case;

13.5.3          becomes subject to a moratorium under Part A1 of the Insolvency Act 1986

13.5.4           becomes the subject of a company voluntary arrangement under the Insolvency Act 1986;

13.5.5           becomes subject to a restructuring plan under Part 26A of the Companies Act 2006;

13.5.6           becomes subject to a scheme of arrangement under Part 26 of the Companies Act 2006;

13.5.7           has a receiver, manager, administrator or administrative receiver appointed over all or any part of its undertaking, assets or income;

13.5.8           has a resolution passed for its winding up;

13.5.9           has a petition presented to any court for its winding up or an application is made for an administration order, or any winding-up or administration order is made against it;

13.5.10           is subject to any procedure for the taking control of its goods that is not withdrawn or discharged within 5 Business Days of that procedure being commenced;

13.5.11          has a freezing order made against it;

13.5.12         is subject to any recovery or attempted recovery of items supplied to it by a supplier retaining title to those items;

13.5.13        is subject to any events or circumstances analogous to those in clauses 13.5.1 to 13.5.12 in any jurisdiction; or

13.5.14         takes any steps in anticipation of, or has no realistic prospect of avoiding, any of the events or procedures described in clauses 13.5.1 to 13.5.13, including giving notice for the convening of any meeting of creditors, issuing an application at court or filing any notice at court, receiving any demand for repayment of lending facilities, or passing any board resolution authorising any steps to be taken to enter into an insolvency process.

13.6               The right of the Supplier to terminate the Agreement pursuant to clause 13.5 shall not apply to the extent that the relevant procedure is entered into for the purpose of amalgamation, reconstruction or merger (where applicable) where the amalgamated, reconstructed or merged party agrees to adhere to these Conditions.

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14                 Consequences of termination

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14.1               Immediately on termination or expiry of these Conditions (for any reason), the licences and rights granted by the Supplier shall terminate and the Customer shall (and shall procure that each Authorised User and/or sub-licensee shall):

14.1.1           stop using and uninstall the Software; and

14.1.2           destroy and delete or, if requested by the Supplier, return any copies of the User Manual and the Software.

14.2               The Customer shall ensure that it backs up its data regularly and extracts it from the Software prior to the termination or expiry of these Conditions. The Supplier shall not be obliged to provide the Customer with any assistance extracting or recovering data whether during or after the Licence Term.

14.3               Termination or expiry of these Conditions shall not affect any accrued rights and liabilities of either party at any time up to the date of termination or expiry and shall not affect any provision of these Conditions that is expressly or by implication intended to continue beyond termination.

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15                  Confidentiality

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15.1               The Customer shall maintain the confidentiality of the Supplier’s Confidential Information and shall not without the prior written consent of the Supplier, disclose, copy or modify the Confidential Information (or permit others to do so) other than as necessary for the exercise of its rights and performance of its obligations under these Conditions.

15.2               The Customer undertakes to:

15.2.1           disclose the Supplier’s Confidential Information only to those of its officers, employees, agents and contractors to whom, and to the extent to which, such disclosure is necessary for the purposes contemplated under these Conditions, and

15.2.2           procure that such persons are made aware of and agree in writing to observe the obligations in this clause 15 and comply with such obligations.

15.3               The Customer shall give notice to the Supplier of any unauthorised misuse, disclosure, theft or loss of the Supplier’s Confidential Information immediately upon becoming aware of the same.

15.4               The Customer shall indemnify, keep indemnified and hold harmless the Supplier from and against any losses, claims, damages, liability costs (including legal and other professional fees) and expenses incurred as a result of or in connection with any breach by the Customer of this clause 15.

15.5               The provisions of this clause 15 shall not apply to information which:

15.5.1           is or comes into the public domain through no fault of the Customer, its officers, employees, agents or contractors;

15.5.2           is lawfully received by the Customer from a third party free of any obligation of confidence at the time of its disclosure;

15.5.3           is independently developed by the Customer, without access to or use of the Supplier’s Confidential Information; or

5.5.4           is required by law, by court or governmental or regulatory order to be disclosed provided that the Customer, where possible, notifies the Supplier at the earliest opportunity before making any disclosure.

15.6               The obligations under this clause 15 shall survive the termination or expiry of these Conditions for a period of 10  years.

 

16.                  Dispute resolution

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16.1               Any dispute arising between the parties out of or in connection with these Conditions shall be dealt with in accordance with the provisions of this clause 16.

16.2               The dispute resolution process may be initiated at any time by either party serving a notice in writing on the other party that a dispute has arisen. The notice shall include reasonable information as to the nature of the dispute.

16.3               The parties shall use all reasonable endeavours to reach a negotiated resolution.

16.4               Within 10 Business Days of service of the notice, the senior leadership of the parties shall meet to discuss the dispute and attempt to resolve it.

16.5               The specific format for the resolution of the dispute under clause 16.4 shall be left to the reasonable discretion of the parties, but may include the preparation and submission of statements of fact or of position papers.

16.6               Until the parties have completed the steps referred to in clause 16.3, and have failed to resolve the dispute, neither party shall commence formal legal proceedings or arbitration except that either party may at any time seek urgent interim relief from the courts or emergency arbitrator relief.

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17                  Entire agreement

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17.1               These Conditions constitutes the entire agreement between the parties and supersedes all previous agreements, understandings and arrangements between them in respect of its subject matter, whether in writing or oral.

17.2               Each party acknowledges that it has not entered into these Conditions in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in these Conditions.

17.3               Nothing in these Conditions shall limit or exclude any liability for fraud.

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18                  Notices

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18.1               Any notice given to a party under or in connection with these Conditions shall be in writing and shall be: (a) delivered by hand to its registered office (if a company) or its principal place of business (in any other case); (b) sent by email to (for the Supplier) Chang.Liu@extendrobotics.com or (for the Customer) to an email address that the Customer has recorded on the Supplier’s systems as a contact email address. 

18.2               Any notice shall be deemed to have been received if (a) delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; or (b) if sent by email at the time of the transmission provided that no bounce back message is received.

18.3               This clause 18 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution. 

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19                  Announcements

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19.1               Subject to clause 19.2, no announcement or other public disclosure concerning these Conditions or any of the matters contained in it shall be made by, or on behalf of, the Customer without the prior written consent of the Supplier (such consent not to be unreasonably withheld or delayed).

19.2               If the Customer is required to make an announcement or other public disclosure concerning these Conditions or any of the matters contained in it by law, any court, any governmental, regulatory or supervisory authority (including any recognised investment exchange) or any other authority of competent jurisdiction, it may do so but shall:

19.2.1           notify the Supplier as soon as is reasonably practicable upon becoming aware of such requirement to the extent it is permitted to do so by law, by the court or by the authority requiring the relevant announcement or public disclosure;

19.2.2           make the relevant announcement or public disclosure after consultation with the Supplier so far as is reasonably practicable; and

19.2.3           make the relevant announcement or public disclosure after taking into account all reasonable requirements of the Supplier as to its form and content and the manner of its release, so far as is reasonably practicable.

19.3               Subject to clause 19.4, the Supplier shall be permitted at any time to announce and/or publicise the entering into of these Conditions.

19.4               The Supplier shall not announce and/or publicise the details of the Licence Fees payable by the Customer unless required to do so by law, any court, any governmental, regulatory or supervisory authority (including any recognised investment exchange) or any other authority of competent jurisdiction.

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20                  Variation

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No variation of these Conditions shall be valid or effective unless it is in writing, refers to these Conditions and is duly signed or executed by, or on behalf of, each party.

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21                  Assignment and sub-contracting

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21.1               The Supplier may at any time assign, sub-contract, transfer, mortgage, charge, declare a trust of or deal in any other manner with any or all of its rights or obligations under these Conditions, provided that it gives prior written notice to the Customer.

21.2               Except as expressly permitted by these Conditions, the Customer shall not assign, transfer, sub-licence, mortgage, charge, declare a trust of or deal in any other manner with any or all of its rights or obligations under these Conditions (including the licence rights granted), in whole or in part, without the Supplier’s prior written consent.

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22                Set off

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Each party shall pay all sums that it owes to the other party under these Conditions without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by law.

 

23                No partnership or agency

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The parties are independent and are not partners or principal and agent and these Conditions does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. Neither party shall have, nor shall represent that it has, any authority to make any commitments on the other party’s behalf.

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24                 Severance

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24.1               If any provision of these Conditions (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of these Conditions shall not be affected.

24.2               If any provision of these Conditions (or part of any provision) is or becomes illegal, invalid or unenforceable but would be legal, valid and enforceable if some part of it was deleted or modified, the provision or part-provision in question shall apply with such deletions or modifications as may be necessary to make the provision legal, valid and enforceable. In the event of such deletion or modification, the parties shall negotiate in good faith in order to agree the terms of a mutually acceptable alternative provision.

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25                 Waiver

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25.1               No failure, delay or omission by either party in exercising any right, power or remedy provided by law or under these Conditions shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy.

25.2               No single or partial exercise of any right, power or remedy provided by law or under these Conditions shall prevent any future exercise of it or the exercise of any other right, power or remedy.

25.3               A waiver of any term, provision, condition or breach of these Conditions shall only be effective if given in writing and signed by the waiving party, and then only in the instance and for the purpose for which it is given.

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26                 Compliance with law

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26.1               Each party shall comply with all applicable laws and shall maintain such authorisations and approvals as required from time to time to perform their obligations under or in connection with these Conditions.

26.2               Without prejudice to the generality of clause 26.1, the parties shall comply with all applicable laws, rules, and regulations governing export of goods and information that apply to the Software and the User Manual, and shall not export or re-export, directly or indirectly, separately or as a part of a system, the Software or the User Manual to any country for which an export licence or other approval is required, without first obtaining such licence or other approval. The Customer shall be solely responsible for ensuring its access, importation or use of the Software or User Manual in or into any part of the Territory complies with all export laws.

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27                  Conflicts within agreement

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If there is a conflict between the terms contained in these Conditions and the terms of the schedules, the terms of these Conditions shall prevail.

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28                 Costs and expenses

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Except as expressly provided in these Conditions, each party shall pay its own costs and expenses incurred in connection with the negotiation, preparation and performance of these Conditions (and any documents referred to in them).

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29                Third party rights

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A person who is not a party to these Conditions shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of their provisions.

 

30                Governing law

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These Conditions and any dispute or claim arising out of, or in connection with, them, their subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales.

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31               Jurisdiction

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The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, these Conditions, their subject matter or formation (including non-contractual disputes or claims).

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Services :

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Onboarding 

• Includes the initial commissioning of the system (delivered remotely) and essential training. 

• Charges apply if the systems need to be commissioned by an engineer on site. 

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Rate (excluding VAT)

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Included in the license cost/
no additional charge 

 

If required on site: 

• Project Manager: £700/day 

• Senior Robotics Consultant: £700/day 

• Robotics Engineer: £600/day 

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Services :

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Product Support (within the scope of the warranty coverage)

• Customer support is available Monday to Friday 9am to 5pm GMT, excluding UK public holidays 

• Product support is mainly geared towards questions, and product feature requests (no commitment to implement any specific feature as such) 

• There are no SLAs associated with Product Support (reasonable effort service) but Extend Robotics will endeavour to respond within one working day.   

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Rate (excluding VAT)

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Included in the license cost/  no additional charge 

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Services :

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Professional Services 

Professional Services help businesses accelerate adoption of robotics services by having dedicated resources work with them on short term projects and specific technical assignments. They are charged separately, on a Time and Materials (T&M) basis and typically require a dedicated team, consisting of one technical design authority (TDA), one project manager (PM) and a team of Robotics Engineers for a period, which may vary depending on the complexity of requirements and other project parameters. 

Professional Services are best geared to address the following types of requirements, among others: 

• Installing and configuring AMAS products in a specific set of customer requirements 

• Development of custom AMAS features, specific to a customer environment 

• Development and integration of integration components and interfaces 

• Additional support (e.g., additional training, diagnosing, setup in configuration, demonstration supports)  

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Rate (excluding VAT)

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Billed on a T&M basis, always for consecutive days, and a dedicated team of: 

• Project Manager: £700/day 

• Senior Robotics Consultant: £700/day 

Robotics Engineer(s): £600/day 

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Section 2                    

Equipment Supply Conditions

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1. Definitions AND INTERPRETATION​

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1.1          The definitions and rules of interpretation in this clause apply in these Conditions:

Company means Extend Robotics Limited, incorporated in England and Wales with registered number 12171849.

Conditions means these equipment supply terms and conditions set out in clause 1 (Definitions and Interpretation) to clause 20 (Governing Law and Jurisdiction) (inclusive) and in the Schedules to these terms and conditions.

Contract means the contract between the Customer and the Company for the supply of the Products in accordance with these Conditions.

Customer means the organisation that places an order for the Products that is accepted by the Supplier.

Onboarding and Support Services means the onboarding and support services set out in the Schedule to these Conditions.

Order means the Customer’s order for the Product(s).

Products means any equipment, hardware, software or other products which the Company supplies to the Customer, details of which have been made available to the Customer.

1. 2         The headings in these Conditions are for convenience only and shall not affect their interpretation.

1.3             Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

1.4             A reference to a statute or statutory provision is a reference to it as it is in force as at the date of the Contract.

1.5             A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of these Conditions under that statute or statutory provision.

1.6             Any words following the terms including, include, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

1.7              writing, and any similar expression, includes email.

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2.                 Applicability

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2.1               The Company shall supply and the Customer shall accept and pay for the Products in accordance with any order for the Products (including any specification for them) which the Customer accepts, subject to these Conditions, shall constitute the entire contract between the parties, to the exclusion of any other terms or conditions, except as provided by clauses 2.2. and 2.3.

2.2               No variations or amendments of or additions to these Conditions shall be binding on the Company unless confirmed in writing by an authorised representative of the Company.

2.3               Where any of the Products include software, the Customer’s use of that software is subject to the Company’s software licence agreement.

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3.                 Orders

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3.1               Any quotation is valid for a period of 30 days only, and the Company may withdraw it at any time by notice to the Customer.

3.2               Each order or acceptance of a quotation for Products by the Customer shall be deemed to be an offer by the Customer subject to these conditions. The Customer shall ensure that its order is complete and accurate.

3.3               No contract shall come into existence until the Company has accepted the Customer’s order.

3.4               The Company shall not be deemed to have accepted the Customer’s order until the Company’s authorised representative has confirmed the order in writing.

3.5               The Company shall not commence any Onboarding and Support Services until the Company has received cleared funds from the Customer in respect of the Order.

3.6               The quantity and description of the Products shall be as set out by the Company.

3.7               All samples, drawings, descriptive matter, specifications and advertising issued by the Company, and any descriptions or illustrations contained in the Company’s catalogues or brochures are issued or published for illustrative purposes only and they do not form part of the Contract.

3.8              Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Company shall be subject to correction without any liability on the part of the Company.

3.9               The Company reserves the right (but does not assume the obligation) to make any changes in the specification of the Products which are required to conform with any applicable legislation or, where the Products are to be supplied to the Customer’s specification, which do not materially affect their quality or performance.

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4.                 Delivery

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4.1               The Customer shall give the Company any necessary information prior to delivery/installation and, in accordance with any instructions given by the Company, make any necessary preparations to facilitate delivery and (where appropriate) installation of the Products, and shall reimburse the Company for any costs, charges or expenses incurred by the Company as a result of the Customer’s failure to do so.

4.2               Delivery of the Products shall take place, and their installation (if so requested by the Customer and agreed and arranged by the Company) shall be carried out by the Company or its nominated third party installer in the manner and at the place or places specified in the Company’s quotation or confirmation of the Customer’s Order. 

4.3               Any installation of the Products carried out by the Company shall be in accordance with the provisions and rates applicable for the Onboarding and Support Services. Any installation of the Products carried out by the Company’s nominated third party installer shall be in accordance with the terms and conditions (and rates) of the relevant installer.

4.4               The Company will use its reasonable endeavours to meet any dates quoted for the delivery of the Products, but any such dates are approximate only. If no dates are so specified, delivery shall be within a reasonable time of acceptance of the order. Time is not of the essence as to the delivery of any Products and the Company shall have no liability whatsoever for any delay in delivery of the Products, howsoever caused.

4.5               All risk of damage to or loss of the Products shall pass to the Customer at the time of delivery, but title to any Products (other than software products) shall not pass to the Customer until the Company receives payment in full of the price for the Products.