1. Scope
These Terms apply to all services supplied by The RobotGroup Ltd (“TRG”, “we”, “us”) to the client named in an Order, Proposal, or Statement of Work (“Order”). Each Order incorporates these Terms. If there is a conflict, the Order prevails.
2. Services
We may provide:
(a) Readiness & PUWER-led assessments;
(b) SAT-gated pilots and commissioning support;
(c) Brokerage for leases/finance;
(d) Purchase facilitation;
(e) Coordination of OEM-led servicing/maintenance under the manufacturer’s programme and terms (TRG does not perform maintenance unless expressly stated in an Order).
We do not manufacture robots.
3. Client Responsibilities
The Client will: (a) act as PUWER duty-holder; (b) provide accurate information, site access, safe working conditions, trained staff, and decision-makers; (c) implement remedial works we or the OEM reasonably require; (d) operate equipment in accordance with OEM instructions and keep records; (e) maintain appropriate insurance.
4. Third-Party Products, OEMs & Service
Robots, accessories, and servicing/maintenance are provided by third-party manufacturers or their authorised partners (“OEMs”). OEM terms apply in addition to these Terms. We rely on OEM specifications, manuals, and declarations of conformity and are not responsible for OEM performance. Where requested, we can coordinate OEM-led service; OEMs remain responsible for execution, parts, and warranties.
5. Brokerage & Finance
Where we arrange finance, we act as a credit broker. Funders make all credit decisions and set terms. Offers are subject to status. We may receive commission. The Client authorises us to share information with funders and to receive commission.
6. Orders, Changes & Acceptance
Orders state scope, deliverables, timelines, fees, and assumptions. Changes require written approval and may affect time and cost. Pilot deployments require a SAT pass against criteria stated in the Order before go-live.
6A. OEM-Led Service Coordination (if included)
If an Order includes coordination of OEM servicing/maintenance: (i) we schedule and liaise between Client and OEM; (ii)the OEM’s service contract governs performance, parts, and warranties; (iii)OEM fees are payable by the Client directly unless the Order states otherwise;(iv) our responsibility is limited to reasonable coordination and communication.
7. Fees, Expenses & Payment
Fees are as set out in the Order (fixed, time-and-materials, or brokerage/success). Expenses (travel, accommodation, consumables) are chargeable at cost unless stated otherwise. All fees are exclusive of VAT. Invoices are due within 30 days. Late amounts accrue interest at the Late Payment of Commercial Debts rate.
8. Taxes
Client is responsible for applicable taxes (including VAT)and withholdings. If withholding applies, amounts are grossed up so we receivesums as if no withholding applied.
9. Intellectual Property & Licences
- Pre-existing IP (our templates, playbooks, tools) remains TRG’s. We grant the Client a non-exclusive, non-transferable licence to use deliverables internally.
- Client materials remain the Client’s; Client grants TRG a licence to use them solely to perform the Services.
- We may reuse anonymised learnings and benchmarking.
10. Data Protection
Each party will comply with UK GDPR and the Data Protection Act 2018. Role allocation (controller/processor) will be stated in the Order or a Data Processing Addendum (if applicable). We may process contact data for contract management and B2B marketing (with appropriate lawful bases). Operational telemetry for service coordination will be handled per the Order/DPA.
11. Confidentiality
Information marked confidential or reasonably confidential must be kept confidential and used only to perform the Services. Exceptions include information lawfully known, independently developed, or public. Required disclosures permitted with notice where lawful.
12. Warranties & Disclaimers
We warrant that Services will be performed with reasonable skill and care. Except as stated, all warranties are excluded to the fullest extent permitted by law. We do not warrant third-party products or OEM services and do not guarantee a particular ROI, funding approval, or uninterrupted operation.
13. Liability
Nothing limits liability for death or personal injury caused by negligence, fraud, or other liability that cannot be limited by law. Subject to the foregoing, TRG’s total aggregate liability arising out of or in connection with the Services in any 12-month period is limited to the greater of £250,000 or 100% of fees paid for the Services giving rise to the claim in that period. We exclude indirect or consequential loss, loss of profit, revenue, or business interruption.
14. Indemnities
The Client shall indemnify TRG against third-party claims arising from: (a) Client’s breach of law (including H&S/PUWER), (b)Client-supplied materials, (c) Client’s misuse or unauthorised modification of equipment. TRG shall indemnify the Client for claims that our deliverables (excluding Client/OEM materials) infringe UK IP rights, subject to conduct-of-defence terms.
15. Term & Termination
Either party may terminate for material breach not cured within 30 days (7 days for non-payment), or for insolvency. On termination, Client pays for Services performed and committed costs. Clauses that by nature survive (fees, IP, confidentiality, liability limits, governing law) shall survive.
16. Force Majeure
Neither party is liable for failure caused by events beyondreasonable control, provided the affected party mitigates and notifies.
17. Non-Solicitation
During the engagement and 6 months thereafter, neither party will actively solicit the other’s staff directly involved in the Services, save for general adverts.
18. Publicity
We may reference Client name and logo in customer lists and case studies with prior written consent (not to be unreasonably withheld).
19. Compliance
Each party will comply with applicable laws, including anti-bribery, sanctions, export controls, modern slavery, and H&S.
20. Insurance
We maintain appropriate insurance (public liability, employers’ liability, professional indemnity, and product liability if reselling). Evidence available on request.
21. Governing Law & Disputes
These Terms and any Order are governed by the laws of Englandand Wales. Courts of England have exclusive jurisdiction.
22. Notices
Notices must be in writing and sent to the addresses stated in the Order (or updated in writing), by email with confirmation, courier, or recorded post.
23. Order of Precedence & Entire Agreement
Order → DPA (if any) → these Terms. They constitute the entire agreement and supersede prior statements, excluding fraud.
(End Terms of Business)
