Terms of Services

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Terms of Service

Last Updated [07/10/2024]

These Terms of Service ("Terms") govern the relationship between Stealth Robotics ("Service Provider," "we," "us," or "our") and the client ("Customer," "you," or "your") for the provision of remote robotics engineering support services and software solutions.

By accessing or using our services, you acknowledge and agree that you have read, understood, and agree to be bound by our Terms of Service, Privacy Policy, and any other linked policies; these Terms create a legally binding contract between you and Stealth Robotics; and you are authorised to enter into this agreement on behalf

These Terms may be updated periodically.

1. Definitions and Service Scope

1.1 Definitions

“Critical Issues” refer to situations that significantly disrupt the normal operation of an industrial robot, posing immediate risk to safety, production, or equipment. Examples include unexpected robot motion due to software faults or sensor failures that halt production lines;

“Emergency” means an unexpected situation requiring immediate attention, specifically relating to software malfunctions that severely impact the operation of the Customer's business;

“Emergency Services” refers to critical support provided outside standard operating hours;

“Emergency Support” refers to the process by which the Service Provider offers remote assistance to the Customer for critical software issues outside of regular business hours;

“Hardware” refers to the physical machinery and equipment owned by the Customer, including robotic industrial automation equipment and related components;

“Operational Disruptions” means any interruptions to the normal functioning of the Customer's business as a result of issues with hardware or software, including loss of productivity or financial losses;

“Qualified Personnel” refers to individuals with the necessary skills and training to operate the hardware and manage software installations or troubleshooting, as designated by the Customer;

“Service Hours” refers to the allocated time for service delivery, varying by subscription tier;

“Software” refers to the programs and applications developed or supported by the Service Provider, which may include custom software solutions or updates to existing software;

“Specifications” refers to the detailed requirements and descriptions provided by the Customer regarding the hardware to ensure compatibility with the software;

“Subscription Tiers” refers to the different levels of service offered by the Service Provider, each with its own set of features, response times, and support levels;

“Support Services” refers to the assistance provided by the Service Provider, which may include troubleshooting, software updates, and maintenance related to the software used with the Customer’s hardware;

“On-Site Services” refers to in-person support provided at the Customer's location.

1.2 Service Scope

1.2.1 Basic Tier

System monitoring during standard business hours; Basic software maintenance limited to bug fixes and minor updates; Troubleshooting support for non-critical issues with response within twenty-four (24) business hours; Monthly performance review and reporting; Access to standard documentation and knowledge base.

All Basic Tier services, plus: Proactive system monitoring and diagnostics; Performance optimisation recommendations; Support for integration of new hardware components; Bi-weekly consultations for system assessment; Priority response within twelve (12) business hours.

1.2.2 Advanced Tier and Premium Tier

All Advanced Tier services, plus: Custom software development for specified applications and assistance with implementation; Guidance for real-time troubleshooting and remote system monitoring; Support for targeted system updates and enhancements; Direct consultation with senior engineering support; Priority response for mission-critical issues within one (1) hour related to the scope of contracted services.

1.3 Best Efforts

1.3.1 The Service Provider will use best efforts to deliver all services described in these Terms. The Customer acknowledges that software development and troubleshooting outcomes may be affected by hardware incompatibilities or limitations that may only become apparent during the course of service delivery.

2. Hour Allocation and Management

2.1 Service Hours

2.1.1 Monthly Allocation: Basic Tier: 8 hours per month; Advanced Tier: 15 hours per month; Premium Tier: 30 hours per month.

2.1.2 Annual Allocation: Basic Tier: 96 hours per year; Advanced Tier: 180 hours per year; Premium Tier: 360 hours per year.

2.2 Hour Usage and Tracking

2.2.1 The Service Provider will maintain detailed logs of hour usage, including: nature of service provided; time spent on each task; remaining hours in the current period.

2.2.2 Hours are counted in fifteen (15) minute increments.

2.3 Unused Hours

2.3.1 Monthly billing: unused hours expire at the end of each month.

2.3.2 Annual billing: unused hours expire at the end of the annual contract period.

2.4 Additional Hours

2.4.1 Customers may purchase up to five (5) additional service hours in advance at checkout at the rate of £120 per hour

2.4.2 Any service hours required beyond the allocated hours and pre-purchased additional hours will be billed at the rate of £120 per hour

2.4.3 Emergency call outs are billed separately at £3,500 per incident.

3. Client Responsibilities

3.1 Required Hardware Information

The Client Acknowledges and Agrees:

3.1.1 To provide complete, accurate written specifications of all relevant hardware including but not limited to:

  1. a) Exact model numbers and versions
  2. b) Operating parameters and limitations
  3. c) Current firmware versions and settings
  4. d) Integration points and protocols
  5. e) Existing software dependencies

3.1.2 To notify the Service Provider of any hardware changes or updates;

3.1.3 To provide remote access capabilities as required for service delivery.

3.1.4 That they are solely responsible for providing accurate and complete hardware specifications to the Service Provider.

3.1.5 That any software issues arising due to inaccurate or incomplete hardware descriptions provided by the Client will not be the responsibility of the Service Provider.

3.1.6 That modifications to hardware may have impact on software functionality.

3.1.7 That they remain responsible for implementation of recommendations, safety protocols during implementation and testing and validation in their environment.

3.1.8 To promptly notify Service Provider of any hardware modifications

3.1.9 To Maintain detailed documentation of hardware configurations

3.1.10 That there is a need for testing in their specific environment

3.1.11 That they are responsible for maintaining back-up systems

3.1.12 That there is a possibility of performance variations due to hardware differences

3.1.13 That they will ensure hardware maintenance and operational safety

3.1.14 That they will ensure hardware meets minimum requirements

3.1.15 That they will maintain records of hardware changes or modifications

3.1.16 That they will maintain logs of software-hardware integration issues

3.1.17 That they will maintain documentation of operational parameters

3.1.18 That software performance is dependent on the accuracy of provided hardware specifications, adherence to documented hardware requirements and maintaining hardware within specified parameters

3.1.19 To ensure Qualified Personnel are available during service delivery

3.1.20 To maintain appropriate training and certification for all operators

3.1.21 To designate a primary point of contact for service coordination

3.1.22 To ensure adherence to safety protocols and guidelines.

3.1.23 To maintain appropriate environmental conditions for hardware operation

3.1.24 To follow all provided operational guidelines and procedures

3.1.25 To promptly report any issues or anomalies to the Service Provider

3.1.26 To maintain appropriate security measures and access controls.

3.1.27 That hardware incompatibilities may only become apparent during software development or troubleshooting, and that the Service Provider will notify the Client promptly upon discovery of such incompatibilities.

4. Provider Responsibilities

4.1 The Provider Acknowledges and Agrees:

4.1.1 That updates will be compatible with documented hardware

4.1.2 That changes will be tested against provided specifications

4.1.3 To develop software according to provided hardware specifications

4.1.4 To document any assumptions made about hardware functionality

4.1.5 To specify any known limitations or potential compatibility issues

4.1.6 To confirm receipt and understanding of hardware specifications

4.1.7 To identify any potential compatibility concerns before development

4.1.8 To document any hardware-specific constraints on software functionality

4.1.9 That they will provide software specifications and requirements

4.1.10 That they will provide documentation of testing performed

4.2 Discovery Process

4.2.1 The Service Provider may discover hardware incompatibilities or limitations during the course of service delivery that were not apparent at the outset.

4.2.2 Upon such discovery, the Service Provider will:

  1. (a) Promptly notify the Customer of the incompatibility
  2. (b) Provide recommendations for resolution where possible
  3. (c) Discuss potential impacts on service delivery and timelines

5. Service Level Agreements

5.1 Response Times

5.1.1 Standard Response Times: Basic Tier: within [24] business hours; Advanced Tier: within [12] business hours; Premium Tier: within [1] hours.

5.1.2 Emergency Response Times: all Tiers: initial response within [2] hours for emergency services.

5.2 Service Availability

5.2.1 Standard Service Hours: Monday to Friday, 8 AM to 5:30 PM GMT.

5.2.2 Emergency Service Hours: 9 PM to 6 AM, seven days a week GMT.

5.2.3 Scheduled Maintenance: to be performed during to be conducted during working hours with qualified client employees present.

5.3 Service Delivery Targets

5.3.1 Best Effort Service Commitment

The Service Provider will use best efforts to:

  1. (a) Respond to service requests within the timeframes specified in Section 5.1;
  2. (b) Minimise system downtime where factors are within the Service Provider's direct control;
  3. (c) Complete scheduled maintenance within defined windows, subject to technical considerations.

5.3.2 Factors Affecting Service Delivery

The Customer acknowledges that service delivery and system uptime may be affected by:

  1. (a) Hardware malfunctions or incompatibilities;
  2. (b) Issues requiring escalation to third-party hardware manufacturers;
  3. (c) Factors outside the Service Provider's direct control;
  4. (d) The complexity and nature of the specific issue.

5.3.3 Hardware-Related Limitations

Where system issues are identified as hardware-related:

  1. (a) Resolution timelines may be dependent on third-party manufacturers
  2. (b) The Service Provider will:
    1. I. Provide initial diagnosis
    2. II. Assist in escalating issues to hardware manufacturers when necessary
    3. III. Offer guidance on potential interim solutions where possible
  3. (c) System downtime due to hardware issues is not within the Service Provider's control.

5.3.4 Service Reporting

The Service Provider will:

  1. (a) Maintain logs of service requests and responses;
  2. (b) Document any factors affecting service delivery;
  3. (c) Provide regular updates on ongoing issues;
  4. (d) Recommend preventative measures where applicable.

6. Change Management and Tier Adjustments

6.1 Service Tier Changes

6.1.1 Upgrade Procedures

  1. (a) Customers may upgrade to a higher service tier at any time through the platform;
  2. (b) Upgrades are effective immediately upon successful payment;
  3. (c) Any unused hours from the current tier will be rolled over and added to the new tier's allocation;
  4. (d) Rolled over hours are subject to the expiration terms of the new tier.

6.1.2 Downgrade Procedures

  1. (a) Service tier downgrades take effect at the start of the next billing cycle;
  2. (b) Unused hours from the higher tier do not carry over to the lower tier;
  3. (c) The Customer will continue to receive their current tier of service until the end of the current billing cycle.

6.2 System Changes

6.2.1 Customer Responsibilities

The Customer shall:

  1. (a) Notify the Service Provider of any planned hardware changes as soon as possible;
  2. (b) Provide immediate notification of emergency hardware changes;
  3. (c) Maintain documentation of all system modifications.

6.2.2 Service Provider Response

Upon notification of system changes, the Service Provider will:

  1. (a) Acknowledge receipt of the notification;
  2. (b) Advise on potential impacts to service delivery where possible;
  3. (c) Update service records to reflect the modified system configuration.

7. Liability

7.1 TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICE PROVIDER'S LIABILITY SHALL BE LIMITED TO DIRECT DAMAGES NOT EXCEEDING [1] MONTHS OF SERVICE FEES PAID BY THE CUSTOMER. THE SERVICE PROVIDER SHALL NOT BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR SPECIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF GOODWILL, LOSS OF DATA, BUSINESS INTERRUPTION, OR PHYSICAL DAMAGE TO HARDWARE, EVEN IF THE SERVICE PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE SERVICE PROVIDER SHALL NOT BE LIABLE FOR:

  1. (A) ANY PHYSICAL DAMAGE TO HARDWARE;
  2. (B) LOSS OF PRODUCTIVITY OR OPERATIONAL DISRUPTIONS RESULTING FROM SOFTWARE MALFUNCTIONS CAUSED BY INCOMPLETE OR INACCURATE HARDWARE SPECIFICATIONS PROVIDED BY THE CUSTOMER;
  3. (C) INJURIES SUSTAINED BY ANY PERSONNEL DURING THE OPERATION OF HARDWARE;
  4. (D) DAMAGE TO THE CUSTOMER’S BUSINESS, INCLUDING LOSS OF REVENUE, PROFITS, OR GOODWILL ARISING FROM THE USE OR INABILITY TO USE THE SOFTWARE; OR
  5. (E) ANY THIRD-PARTY CLAIMS RESULTING FROM THE CUSTOMER'S FAILURE TO PROVIDE ACCURATEHARDWARE DESCRIPTIONS OR SPECIFICATIONS. THE SERVICE PROVIDER SHALL NOT BE LIABLE FOR ANY DAMAGES RESULTING FROM THE CUSTOMER'S FAILURE TO MAINTAIN QUALIFIED PERSONNEL OR FOLLOW PROVIDED GUIDELINES AND INSTRUCTIONS;
  6. (F) ANY DELAYS OR FAILURES IN SERVICE DELIVERY RESULTING FROM HARDWARE INCOMPATIBILITIES THAT WERE NOT APPARENT AT THE TIME OF CONTRACTING OR THAT EMERGED DURING THE COURSE OF SERVICE DELIVERY

7.2 NOTHING IN THIS AGREEMENT SHALL LIMIT OR EXCLUDE ANY LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED BY LAW, INCLUDING BUT NOT LIMITED TO LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE, OR FOR FRAUD OR FRAUDULENT MISREPRESENTATION. WHERE SUCH LIABILITY CANNOT BE EXCLUDED, THE SERVICE PROVIDER’S LIABILITY SHALL BE LIMITED TO THE MINIMUM EXTENT PERMITTED BY LAW.

8. Indemnification

8.1 THE CUSTOMER AGREES TO INDEMNIFY, DEFEND, AND HOLD HARMLESS THE SERVICE PROVIDER, ITS OFFICERS, EMPLOYEES, AGENTS, AND AFFILIATES, FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, LOSSES, LIABILITIES, COSTS, AND EXPENSES (INCLUDING REASONABLE LEGAL FEES) ARISING OUT OF OR RELATED TO:

  1. (A) THE CUSTOMER’S FAILURE TO PROVIDE ACCURATE HARDWARE SPECIFICATIONS OR MAINTAIN COMPATIBLE HARDWARE;
  2. (B) ANY BREACH OF THIS AGREEMENT BY THE CUSTOMER, INCLUDING VIOLATIONS OF LICENSE TERMS OR MISUSE OF SOFTWARE;
  3. (C) DAMAGE TO HARDWARE, OTHER EQUIPMENT, OR SYSTEMS RESULTING FROM INCORRECT OPERATION, INADEQUATE PERSONNEL, OR FAILURE TO FOLLOW THE SERVICE PROVIDER’S GUIDANCE AND INSTRUCTIONS; AND
  4. (D) ANY THIRD-PARTY CLAIMS ARISING FROM OR RELATING TO THE CUSTOMER’S USE OF THE SOFTWARE, EXCEPT WHERE SUCH CLAIMS ARE DIRECTLY CAUSED BY THE SERVICE PROVIDER’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT

9. Intellectual Property Rights

9.1 Ownership of Software

9.1.1 The Service Provider retains all rights, title, and interest in: the core Software; any modifications or improvements to the Software; all related documentation and materials.

9.1.2 Customer-Specific Customisations: customisations developed for a specific Customer remain the property of the Service Provider; Customers receive a non-exclusive, non-transferable license to use such customisations.

9.2 License Grants

9.2.1 Direct Customers: receive a subscription-based license to use the Software; license is nonexclusive and non-transferable; license is limited to the specified Hardware and locations.

9.2.2 Integrator Relationships: Integrators may receive rights to resell or integrate the Software; separate license agreement required; specific terms of integrator licenses to be defined in the separate licensing agreement.

9.3 Customer Data

9.3.1 Ownership: Customers retain ownership of their operational data; Service Provider granted license to use anonymised data for: service improvement; aggregate analytics; performance optimisation.

10. Emergency and On-Site Services

10.1 Emergency Remote Services

10.1.1 Availability and Scope

  1. (a) Available 9 PM to 6 AM GMT, seven days per week;
  2. (b) Limited to Critical Issues requiring immediate attention;
  3. (c) Provided remotely with Customer's on-site support.

10.1.2 Customer Requirements

  1. (a) The Customer must ensure a competent person is available on-site throughout the emergency support session to operate the system under the Service Provider's guidance;
  2. (b) The Customer's on-site representative must be capable of following technical instructions and performing basic troubleshooting tasks;
  3. (c) The Service Provider shall not be responsible for any failure to diagnose or resolve issues due to the absence of qualified personnel on-site.

10.1.3 Service Duration and Process

  1. (a) Initial response time commitment of one (1) hour from confirmed emergency contact;
  2. (b) Standard emergency support duration is up to [5] hours per incident;
  3. (c) If resolution is not achieved within the standard duration, the Service Provider will:
    1. I. Provide a preliminary assessment of the issue
    2. II. Recommend next steps, which may include scheduling an on-site visit
    3. III. Document any temporary workarounds if applicable

10.1.4 Scope of Resolution

  1. (a) The Service Provider will use best efforts to diagnose and resolve software-related issues remotely;
  2. (b) Resolution cannot be guaranteed if the fault is determined to be:
    1. I. Hardware-related
    2. II. Requiring physical intervention
    3. III. Caused by third-party software or systems outside the Service Provider's control
    4. IV. Due to environmental factors (e.g., power issues, network problems)
  3. (c) If an issue is identified as hardware-related or requiring physical intervention, an on-site visit may be necessary and will be subject to the terms outlined in Section 10.2 (On-Site Services).
  4. (d) The Service Provider will document all remote diagnosis and resolution attempts, including any temporary workarounds provided.

10.1.5 Follow-Up Actions

  1. (a) If the emergency call-out does not fully resolve the issue, the Service Provider will:
    1. I. Provide a summary of findings and actions taken;
    2. II. Recommend whether an on-site visit is necessary;
    3. III. If applicable, schedule a follow-up on-site visit during standard business hours.
  2. (b) Follow-up on-site visits are subject to standard on-site service rates and availability

10.1.6 Pricing and Billing

  1. (a) Fixed fee of £3,500 per emergency incident covers:

    2. Up to [5] hours of remote support

    1. I. Initial diagnosis and attempted resolution
    2. II. Documentation of findings and recommendations
  2. (b) Additional hours, if agreed upon during the call, are billed at £120 per hour

10.1.7 Hardware Issues and Future Service Impact

  1. (a) Discovery of Hardware Issues:

    2. The Service Provider may identify hardware issues or incompatibilities during emergency call-outs that were not previously known. Such discoveries will be documented in the emergency service report

  2. (b) Impact Assessment

    3. The Service Provider will:

    1. I. Evaluate the impact of discovered hardware issues on future service delivery;
    2. II. Provide written documentation of identified hardware concerns within two (2) business days of the emergency call-out;
    3. III. Recommend necessary hardware updates or replacements if applicable.
  3. (c) Contract Terms Adjustment:

    4. If significant hardware issues are discovered:

    1. I. The Service Provider reserves the right to revise response time commitments for future incidents related to the identified hardware;
    2. II. Future service delivery may be conditional upon the Customer addressing critical hardware issues;
    3. III. The Service Provider may require verification of hardware remediation before resuming standard service levels.
  4. (d) Interim Service Delivery

    5. Until identified hardware issues are resolved:

    1. I. The Service Provider will continue to provide best-effort support;
    2. II. Response times and resolution capabilities may be impacted;
    3. III. Additional emergency call-outs related to the same hardware issue may be subject to modified terms or pricing.
  5. (e) Contract Review

    6. Either party may request a contract review if discovered hardware issues significantly impact service delivery:

    Such review may result in:

    1. I. Amended service terms;
    2. II. Adjusted service levels;
    3. III. Modified pricing for affected services.

    Any contract modifications will be mutually agreed upon in writing

10.1.8 Hardware Resolution Process

  1. (a) Following the discovery of hardware issues, the Service Provider will:
    1. I. Provide a written assessment of the hardware issue;
    2. II. Outline potential solutions or workarounds;
    3. III. Specify any requirements for continuing service delivery.
  2. (b) The Customer shall:
    1. I. Acknowledge receipt of hardware issue documentation;
    2. II. Provide a timeline for addressing identified hardware issues;
    3. III. Update the Service Provider on progress of hardware resolution.
  3. (c) Once hardware issues are resolved:
    1. I. The Customer shall provide documentation of remediation
    2. II. The Service Provider will verify the resolution
    3. III. Standard service terms will resume upon verification

10.1.0 Liability Limitations for Emergency and On-Site Services:

  1. (a) The Service Provider shall not be liable for any delays in response times due to factors beyond their reasonable control, including but not limited to traffic conditions, weather, or unforeseen circumstances;
  2. (b) The Customer acknowledges that the Service Provider’s ability to resolve issues may depend on the accuracy and completeness of the information provided regarding hardware and system status.

11. Confidentiality

11.1 Confidential Information

11.1.1 Definition of Confidential Information: software architecture and design; customer operational data; hardware specifications and configurations; pricing and commercial terms.

11.1.2 Exclusions from Confidential Information: publicly available information; independently developed information; information rightfully received from third parties.

11.2 Obligations:

Both parties agree to maintain confidentiality of the other party's Confidential Information; use Confidential Information only for purposes of this agreement; implement appropriate security measures.

11.3 Permitted Disclosures:

Confidential Information may be disclosed to employees or contractors on a need-to-know basis; as required by law or regulatory authorities; with the written consent of the disclosing party.

12. Force Majeure

12.1 Neither Party shall be liable for any failure or delay in performing its obligations under this Agreement if such failure or delay is caused by events, circumstances, or causes beyond its reasonable control (a "Force Majeure Event"), including but not limited to acts of God such as earthquakes, floods, fires, storms, or other natural disasters; epidemics, pandemics, or other widespread health emergencies; war, military actions, civil unrest, or terrorism; governmental actions, embargoes, or changes in laws or regulations; labour strikes, lockouts, or industrial action (excluding those involving the affected Party's own workforce); power outages, communication failures, or internet service disruptions; failure or breakdown of any utilities or essential infrastructure; or acts or omissions of third-party suppliers or service providers that cannot be reasonably foreseen or prevented.

12.2 In the event of a Force Majeure Event:

12.2.1 The affected Party shall, as soon as reasonably practicable, provide written notice to the other Party, specifying the nature and extent of the Force Majeure Event and its anticipated impact on the Party's performance of its obligations under this Agreement.

12.2.2 The affected Party shall use all reasonable endeavours to mitigate the effect of the Force Majeure Event on its performance of the Agreement and resume normal performance as soon as reasonably possible.

12.2.3 The affected Party shall not be in breach of this Agreement for any delay or failure in the performance of its obligations as a result of the Force Majeure Event, provided it has complied with its obligations under this clause.

12.3 If the Force Majeure Event prevents either Party from performing a material part of its obligations for a continuous period of thirty (30) days or more, either Party may terminate this Agreement upon giving seven (7) days’ written notice to the other Party, without liability, except that any accrued rights and obligations as of the termination date shall remain enforceable.

13. Dispute Resolution

13.1 Scope of Disputes This clause covers disputes arising from:

  1. (a) service delivery issues, including:
    1. (i) system performance or availability;
    2. (ii) response time compliance;
    3. (iii) delivery of agreed customisations or updates;
  2. (b) hardware-software compatibility issues, including:
    1. (i) software performance on specified hardware;
    2. (ii) disputes over hardware specifications provided;
    3. (iii) system behaviours differing from documented expectations;
  3. (c) service level agreement compliance.

13.2 Initial Problem Resolution

  1. (a) Technical Issues Protocol:
    1. (i) Customer must first report issues through designated support channels;
    2. (ii) Service Provider will address according to applicable service level agreement;
    3. (iii) Customer must provide reasonable cooperation and access for problemresolution;
    4. (iv) Service Provider shall document all steps taken to resolve the issue.
  2. (b) Performance Review:
    1. (i) For persistent issues, parties will conduct a joint performance review;
    2. (ii) Review to occur within 5 business days of request;
    3. (iii) Technical leads from both parties must participate;
    4. (iv) Outcomes and action items to be documented.

13.3 Dispute Resolution Process If initial problem resolution fails, parties agree to:

  1. (a) Good Faith Negotiations:
    1. (i) Senior representatives to meet within 7 business days;
    2. (ii) Focus on practical solutions and service continuity;
    3. (iii) Document proposed resolutions and timelines;
    4. (iv) Negotiations period: 14 days unless extended by agreement.
  2. (b) Independent Technical Assessment: If negotiations fail to resolve the dispute:
    1. (i) Parties will jointly appoint an independent technical expert;
    2. (ii) Expert to be selected from pre-approved panel where possible;
    3. (iii) Expert will review documentation, system logs, and specifications;
    4. (iv) Expert to provide non-binding recommendation within 14 days;
    5. (v) Costs of expert to be shared equally.
  3. (c) Mediation: If technical assessment doesn't resolve the dispute:
    1. (i) Parties will refer the matter to mediation;
    2. (ii) Mediator appointed by the Centre for Effective Dispute Resolution;
    3. (iii) Mediation to occur within 28 days of referral;
    4. (iv) Each party bears own costs; mediator fees shared equally.
  4. (d) Litigation:
    1. (i) Courts of England have exclusive jurisdiction;
    2. (ii) Neither party may commence court proceedings until completing steps (a) through (c), except for:- urgent issues risking hardware damage- matters requiring immediate injunctive relief

13.4 Service Continuity During dispute resolution:

  1. (a) Service Provider will:
    1. (i) Maintain essential services;
    2. (ii) Continue routine maintenance and critical updates;
    3. (iii) Document all actions taken.
  2. (b) Customer will:
    1. (i) Continue payment for undisputed services;
    2. (ii) Maintain necessary access and cooperation;
    3. (iii) Follow prescribed safety and operational guidelines.

13.5 Evidence and Documentation

  1. (a) Parties must preserve:
    1. (i) System logs;
    2. (ii) Communication records;
    3. (iii) Hardware specifications provided;
    4. (iv) Software version and update history.
  2. (b) Service Provider's records of:
    1. (i) Response times;
    2. (ii) Issue resolution attempts;
    3. (iii) Customer communications shall be treated as prima facie evidence in any dispute.

14. Termination

14.1 Termination for Convenience:

Either party may terminate this Agreement for any reason by providing at least thirty (30) days written notice to the other party.

14.2 Termination by Service Provider:

The Service Provider may terminate this Agreement:

  1. (a) for convenience, with ninety (90) days written notice;
  2. (b) immediately for non-payment;
  3. (c) for breach of safety protocols; or
  4. (d) for unauthorised software modification.

14.3 Termination for Cause:

Either party may terminate this Agreement immediately upon written notice if:

  1. (a) the other party materially breaches any provision of this Agreement and fails to cure such breach within fifteen (15) days after receiving written notice of the breach; or
  2. (b) the other party becomes insolvent, files for bankruptcy, or ceases to conduct business in the normal course.

14.4 Effects of Termination:

Upon termination of this Agreement for any reason:

  1. (a) Customer's access to the Software will be discontinued;
  2. (b) the Customer shall receive final billing for all services rendered up to the effective date of termination; and
  3. (c) each party shall return or destroy any Confidential Information of the other party in its possession or control, in accordance with the confidentiality obligations set forth herein.

14.5 Survival:

The provisions of this Agreement that by their nature are intended to survive termination, including but not limited to liability limitations, indemnity, confidentiality obligations, and any payment obligations, shall survive the termination of this Agreement.

15. Refunds and Cancellations

15.1 All payments made for services provided by Stealth Robotics are non-refundable. This policy applies to all subscriptions and services rendered, including but not limited to:

  • Remote robotics engineering support
  • Software solutions and customisations
  • System optimisation and maintenance
  • Emergency services
  • On-site visits

15.2 Nothing in these Terms of Service shall limit your statutory rights under applicable laws, including but not limited to the Consumer Rights Act 2015 and relevant EU regulations. You retain all rights afforded to you under these laws, which may include remedies for services that are faulty or not delivered as described.

15.3 You may cancel your subscription at any time. However, any amounts already paid for the current billing cycle, including fees for emergency services and on-site visits, are non-refundable.

16. Severability

16.1 If a provision of these Terms is held to be void, invalid, illegal, or unenforceable, that provision must be read down as narrowly as necessary to allow it to be valid or enforceable. If it is not possible to read down a provision (in whole or in part), that provision (or that part of that provision) is severed from these Terms without affecting the validity or enforceability of the remainder of that provision or other provisions in these Terms.

17. No Waiver

17.1 The failure of us to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

18. Interpretation

18.1 The headings used in these Terms are included for convenience only and will not limit or otherwise affect these Terms.

19. Governing Law

19.1 These Terms and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them or their subject matter or formation shall be governed by and construed in accordance with the laws of England. The parties irrevocably agree that the courts of England shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these Terms or their subject matter or formation.

20. Entire Agreement

20.1 These Terms, along with any schedules, appendices, and other documents referenced herein, constitute the entire agreement between the Service Provider and the Customer regarding the subject matter contained herein and supersede all prior agreements, understandings, negotiations, and discussions, whether oral or written, between the parties. No modification, amendment, or waiver of any provision of these Terms shall be effective unless made in writing and signed by both parties. Each party acknowledges that they have not relied on any representations or warranties not expressly set forth in these Terms.