1. Definitions and interpretation
1.1. The following definitions and rules of interpretation apply in these terms of use.
Access Commencement Date: the date confirmed in writing to Customer by RoboK on which Customer may begin accessing the Services.
Agreement: the agreement for the supply of Services by RoboK to the Customer, comprised of the commercial terms specified in the Quotation and these terms of use.
Authorised Users: those employees and independent contractors of the Customer who are authorised by the Customer to use the Services and the Documentation.
Business Day: a day when banks in London are open for business, excluding Saturdays, Sundays, and public holidays in England.
Confidential Information: all information of a confidential nature that is disclosed by one party to the other party for the purposes of the Agreement. It includes information that is identified or labelled as confidential, and it also includes information that is not identified or labelled as confidential, but that ought reasonably to be understood to be confidential because of its nature and/or the facts or circumstances at hand. It includes information that a Discloser has kept secret relating to its (or, where applicable, its Group Companies’) business, affairs, customers, suppliers, plans, operations, products, technology, processes, employees, or workplaces. It also includes information, data, or analysis derived from Confidential Information. However, information is not Confidential Information if: (i) it is public or otherwise available on a non-confidential basis or lawfully in the possession of the Recipient prior to disclosure by the Discloser, other than because of being disclosed in breach of confidence; (ii) it is developed by or for the Recipient independently of the information disclosed by the Discloser, or (iii) the parties agree in writing that the information is not confidential.
Customer: the legal entity that has issued an Order to RoboK for Services.
Customer Data: the data stream received by RoboK from the Customer’s CCTV cameras.
Documentation: the documents and other materials made available to the Customer by RoboK that set out a description of the Services, the technical specifications and requirements, and the user instructions.
Initial Subscription Term: the 12-month period beginning on the Access Commencement Date.
Normal Business Hours: 9.00 am to 5.00 pm local UK time, each Business Day.
Order: the Customer’s purchase order for Services, which should explicitly reference and accept the terms of the Quotation.
Quotation: the written quotation provided to the Customer by RoboK for the provision of Services.
Renewal Period: as defined in Clause 2.2 below.
RoboK: RoboK Limited, a company incorporated and registered in England and Wales with company number 10945246 whose registered office is at St John’s Innovation Centre, Cowley Road, Cambridge, England, CB4 0WS.
Services: the services provided via RoboK’s software platform known as SiteLens®, provided by RoboK to the Customer on a subscription basis under these terms of use, as more particularly described in the Documentation.
Software: the online software applications provided by RoboK as part of the Services.
Subscription Fees: the subscription fees payable by the Customer to RoboK, in accordance with the Quotation and as may be updated by RoboK from time to time in accordance with Clause 3.1 or Clause 8.4 below.
Subscription Term: the Initial Subscription Term together with any subsequent Renewal Periods.
Virus: any software, code, or similar, which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
1.2. A reference to writing or written includes email.
1.3. Any words following the term “including” 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.
2. Access to the Services
2.1. The Agreement shall come into full force and effect upon RoboK’s acceptance and acknowledgement of the Customer’s Order. Subject to the Customer’s payment of the Subscription Fees, and subject to these terms of use, RoboK hereby grants to the Customer a non-exclusive, non-transferable right to permit its Authorised Users to access and use the Services and the Documentation during the Subscription Term solely for the Customer’s internal business operations.
2.2. Following the Initial Subscription Term, the Agreement shall be automatically renewed for successive periods of 12 months (each a “Renewal Period”), unless:
2.2.1. either party notifies the other party of termination, in writing, at least ninety (90) days before the end of the Initial Subscription Term or any Renewal Period (in the case of the Customer, by giving notice by email to [email protected]), in which case the Agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or
2.2.2. otherwise terminated in accordance with the provisions of these terms of use.
2.3. RoboK shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for:
2.3.1. planned maintenance that has been notified in advance to the Customer; and
2.3.2. unscheduled maintenance where this is necessary, which RoboK shall notify to the Customer where practicable.
2.4. RoboK shall, as part of the Services and at no additional cost to the Customer, provide the Customer with RoboK’s standard customer support services during Normal Business Hours.
2.5. The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify RoboK.
2.6. The Customer shall take reasonable steps (including maintaining up-to-date systems and software) to ensure that it does not introduce any Virus into the Services or RoboK’s network and information systems.
2.7. The Customer shall not, except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties, attempt to de-compile, reverse compile, disassemble, or reverse engineer all or any part of the Software or the Services.
2.8. The Customer shall not attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software, the Services and/or Documentation (as applicable) in any form or media or by any means.
2.9. The Customer shall not use the Services and/or Documentation to provide services to third parties.
2.10. The Customer acknowledges that the Services are educational in nature and are not intended to be, and should not be used by the Customer as, a ‘live’ alert system in respect of incidents taking place at the Customer’s site(s).
2.11. If RoboK permits the Customer to undertake a trial of the Services, such trial shall be subject to any terms specified by RoboK in writing and these terms of use.
3. Additional cameras
3.1. The Customer may, from time to time during the Subscription Term, request to increase its number of cameras that are connected to and actively monitored by the Services. The Customer shall make any such request in writing to RoboK and RoboK shall evaluate such request and respond to the Customer with a quotation for the additional fee payable. If the Customer accepts that quotation, the additional fee payable by the Customer shall be pro-rated from the date of activation by RoboK for the remainder of the Initial Subscription Term or the then current Renewal Period (as applicable) and the Subscription Fee shall be amended accordingly.
3.2. For the avoidance of doubt, the Customer may not reduce the number of cameras connected to and actively monitored by the Services during the Initial Subscription Term or the then current Renewal Period (as applicable).
3.3. Cameras that are connected to the Services may, to a reasonable degree and at RoboK’s discretion, be switched in and out, but this will require support from RoboK’s technical teams and may not always be feasible.
4. Compliance and data protection
4.1. Both parties shall, at all times, comply with all applicable laws. Without limiting the generality of the foregoing, both parties shall comply fully with their obligations under applicable data protection legislation, including (without limitation) the UK’s implementation of EU Regulation 2016/679 (General Data Protection Regulation) and the Data Protection Act 2018, on the basis that the Customer is the data controller of any personal data contained in the Customer Data, and RoboK is the data processor. Upon request by the Customer, the parties shall enter into model contractual clauses approved by the relevant regulator. In any event, the following Clauses 4.2 to 4.10 further clarify the rights and obligations of the parties in respect of data protection compliance.
4.2. RoboK may receive from the Customer certain personal data, as part of the Customer Data, such Customer Data being necessary for the provision of the Services. RoboK shall process personal data provided to it by the Customer solely for the purposes of providing the Services, unless otherwise expressly permitted by the Agreement or RoboK is required, or permitted, by Data Protection Legislation (or other laws) to otherwise process that personal data.
4.3. The following confirms the nature, purpose, duration, and types of processing by RoboK, and the categories of data subjects whose data will be processed:
4.3.1. Nature and purpose of processing. The nature and purpose of the processing carried out by RoboK includes any operation that lawfully enables it to use Customer Data supplied by the Customer to allow the performance of the Services, subject to obligations imposed by applicable data protection legislation.
4.3.2. Duration of processing. The processing of personal data shall last from the date it is provided by the Customer until the later of: (a) thirty days thereafter, in respect of Customer Data that does not result in a ‘hazard’ flag in the Services, and (b) the date of termination or expiry of the Agreement, in respect of Customer Data that does result in a ‘hazard’ flag in the Services.
4.3.3. Types of personal data. The type of personal data that shall be processed will be images of individuals captured in the Customer Data.
4.3.4. Categories of data subjects. The personal data will relate to individuals who are employees, contractors, consultants, and visitors to the Customer’s site(s) where its CCTV cameras are located.
4.4. RoboK shall have in place appropriate technical and organisational measures for ensuring the security of the data it processes. Such measures shall comply with the applicable data protection legislation, and good industry practice in respect of standards of encryption and security.
4.5. RoboK shall not disclose, transfer, nor make available any personal data provided by the Customer to any third party, other than AWS (London) (the third-party provider of RoboK’s cloud environment), without the written authorisation of the Customer, or otherwise required by data protection legislation (or other laws). It is the responsibility of RoboK to address and document the obligations of any other data processors it engages with, on terms that are the same or equivalent to these. RoboK agrees that it remains responsible for the actions of any other processor it engages with, and it shall remain fully liable to the Customer in this regard, in accordance with these terms of use.
4.6. The Service Provider shall not transfer any personal data provided by the Customer outside the EEA without the written authorisation of the Customer. Likewise, RoboK shall ensure that appropriate safeguards are in place prior to any transfer, and that the rights granted to data subjects under applicable data protection legislation remain unaffected.
4.7. Where any personal data provided to RoboK by the Customer has been subject to a personal data breach, or where RoboK has cause for suspecting that the same may have occurred, RoboK shall inform the Customer immediately. RoboK shall provide the Customer with all information the Customer reasonably requires to understand and address the incident. RoboK shall co-operate with the Customer in taking steps to mitigate any risks or prejudicial consequences arising.
4.8. Upon termination or expiry of the Agreement, the Customer shall instruct RoboK to delete or return any personal data it provided under the Agreement and is still in RoboK’s possession and any other information held by RoboK that contains or reflects that personal data, such that RoboK ceases to hold any of the personal data provided by the Customer. Except where permitted or required by applicable data protection legislation, RoboK shall comply with that instruction promptly and within a reasonable period. RoboK shall confirm in writing that it has complied with that instruction.
4.9. If RoboK is contacted by an individual whose personal data is held by RoboK pursuant to the Agreement and who seeks to exercise rights of subject access, rectification, or any other right under applicable data protection legislation, RoboK shall inform the Customer without delay. RoboK shall inform the individual that the Customer is the controller of that personal data and that the individual’s communication should be directed to the Customer. RoboK shall not provide any substantive response to the request.
4.10. Upon written request from the Customer, RoboK shall provide the Customer promptly with any information the Customer reasonably requires in order for the Customer to:
4.10.1. comply with requests from data subjects to exercise rights of subject access, or any other right under applicable data protection legislation;
4.10.2. comply with its duties under applicable data protection legislation; and
4.10.3. assess RoboK’s compliance with this Clause 4 or for audits to be undertaken by or on behalf of the Customer (upon reasonable prior notice, during Normal Business Hours, and not more than once in any calendar year).
5. Intellectual Property and Confidentiality
5.1. The Customer acknowledges and agrees that RoboK and/or its licensors own all intellectual property rights in the Services and the Documentation. Except as expressly stated herein, the Agreement does not grant the Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Documentation.
5.2. RoboK confirms that it has all the rights in relation to the Services and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of the Agreement.
5.3. The Customer Data, and all intellectual property rights subsisting in it, shall remain owned by the Customer.
5.4. The Customer hereby grants a licence to RoboK to use the Customer Data for the purpose of providing and improving the Services for the benefit of the Customer. Customer Data shall be processed in RoboK’s cloud environment and stored for thirty (30) days, after which it will be deleted unless it is flagged by RoboK’s platform as a ‘hazard’ for the Customer to review (in which case, a short clip will be stored as part of the Services, and be visible to the Customer, for the duration of the Subscription Term).
5.5. RoboK shall take commercially reasonable steps to ensure that the Customer Data is stored securely and in accordance with its privacy policy (available at https://robok.ai/privacy-policy).
5.6. Provided that no personal data is disclosed to any third party, and on an anonymous basis (unless the Customer has given prior written approval), RoboK may use imagery or other data relating to the Customer for marketing and promotional purposes.
5.7. RoboK may use Customer’s name and/or logo(s) to identify the Customer as a customer of RoboK on RoboK’s website and in other marketing materials, in accordance with the Customer’s trade mark usage guidelines as provided to RoboK.
5.8. The Customer may provide feedback, suggestions, recommendations, or enhancement requests (“Feedback”) to RoboK, and the Customer hereby grants to RoboK a perpetual, irrevocable, royalty-free and fully paid-up licence (sublicensable without further consent), to use, modify, implement, commercially exploit, and otherwise use the Feedback for any purpose. RoboK reserves the right to seek intellectual property protection for any features, functionality, or components that may be based on or were initiated by such Feedback.
5.9. Each party shall keep the other party’s Confidential Information secret and confidential and shall not:
5.9.1. use such Confidential Information except for the purpose of exercising or performing its rights and obligations under or in connection with the Agreement; or
5.9.2. disclose such Confidential Information in whole or in part to any third party, without the prior written consent of the other party, unless required by law, government or regulatory authority, or court of competent jurisdiction.
5.10. On termination or expiry of the Agreement, each party shall:
5.10.1. destroy or return to the other party all documents and materials containing, reflecting, incorporating or based on the other party’s Confidential Information;
5.10.2. erase all the other party’s Confidential Information from computer and communications systems and devices used by it, including such systems and data storage services provided by third parties (to the extent technically and legally practicable); and
5.10.3. certify in writing to the other party that it has complied with the requirements of this clause, provided that a recipient party may retain documents and materials containing, reflecting, incorporating or based on the other party’s Confidential Information to the extent required by law or any applicable governmental or regulatory authority. The provisions of the Agreement shall continue to apply to any such documents and materials retained by a recipient party.
5.11. Except as expressly stated in these terms and conditions, no party makes any express or implied warranty or representation concerning its Confidential Information.
5.12. The confidentiality provisions of this Clause 5 shall continue to apply after termination or expiry of the Agreement.
6. RoboK’s obligations
6.1. RoboK shall perform the Services substantially in accordance with the Documentation and with reasonable skill and care.
6.2. If the Services do not conform with Clause 6.1 above, RoboK shall, at its own expense, use reasonable commercial endeavours to correct any such non-conformance promptly. Such correction constitutes the Customer’s sole and exclusive remedy for any breach of the undertaking set out in Clause 6.1.
6.3. RoboK shall take reasonable steps (including maintaining up-to-date systems and software) to ensure that the Services are and remain free from Viruses.
6.4. RoboK does not warrant that the Customer’s use of the Services will be uninterrupted or error-free.
6.5. RoboK is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
7. Customer’s obligations
7.1. The Customer shall provide RoboK with all necessary co-operation and information as are necessary to enable RoboK to provide the Services.
7.2. The Customer shall ensure that its Authorised Users use the Services in accordance with the terms of the Agreement and the Documentation.
7.3. The Customer shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all Customer Data.
7.4. Unless otherwise specified in the Quotation, all deployments and operations of closed-circuit television (“CCTV”) cameras will be carried out by the Customer using their own equipment. The Customer acknowledges that fixed cameras, rather than portable cameras, are optimum for use of the Services, as portable cameras have short battery lives and may quickly become out of service; portable cameras must also be configured correctly in each location they are placed in. The Customer therefore agrees to use fixed cameras where possible.
7.5. If RoboK loans hardware to the Customer in connection with the Services, then such hardware shall remain the property of RoboK, must be insured by the Customer for its full replacement value, and must be returned to RoboK (or access must be provided to RoboK to collect it) upon termination or expiry of the Agreement.
7.6. When operating CCTV cameras, the Customer has all responsibility for ensuring their safe operation and compliance with all applicable international, national, and local laws and regulations, and obtaining and maintaining appropriate insurance where required.
8. Fees and payment
8.1. RoboK shall invoice the Customer following RoboK’s acceptance of the Customer’s Order and then at the start of each Renewal Term, unless otherwise specified in the Quotation or agreed in writing between RoboK and the Customer. The Customer shall make payment to RoboK within thirty (30) days of receipt of an invoice.
8.2. If RoboK has not received payment within 30 days after the due date for payment, and without prejudice to any of its other rights and remedies:
8.2.1. RoboK may disable the Customer’s access to all or part of the Services, and RoboK shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and
8.2.2. interest shall accrue on a daily basis on such due amounts at an annual rate equal to 8% over the then current base rate of the Bank of England from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.
8.3. All amounts and fees stated or referred to in the Agreement:
8.3.1. Are non-cancellable and non-refundable; and
8.3.2. are exclusive of value added tax, which shall be added to RoboK’s invoice(s) at the appropriate rate.
8.4. RoboK may from time to time review and increase the Subscription Fees, any such increase to take effect at the start of the next Renewal Period.
9. Limitation of Liability
9.1. In this Clause 8, “liability” means any and every kind of liability arising under or in connection with the Agreement including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise, and “default” means any act or omission resulting in one party incurring liability to the other.
9.2. The Customer assumes sole responsibility for results obtained from the use of the Services and for conclusions drawn from such use. RoboK shall have no liability for any damage caused by errors or omissions in any Customer Data or other information, data, or materials provided to RoboK by the Customer in connection with the Services, or any actions taken by RoboK at the Customer’s direction.
9.3. Except as expressly and specifically provided in these terms and conditions, all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from the Agreement.
9.4. Nothing in the Agreement excludes the liability of RoboK for death or personal injury caused by RoboK’s negligence, for fraud or fraudulent misrepresentation, or for any other matters in respect of which liability may not be limited or excluded by law.
9.5. Subject to Clause 8.4 above:
9.5.1. RoboK shall have no liability for any:
9.5.1.1. loss of profits;
9.5.1.2. loss of business;
9.5.1.3. wasted expenditure;
9.5.1.4. loss or corruption of data or information;
9.5.1.5. delays or issues arising from non-real-time data provision through its Services; or
9.5.1.6. any special, indirect, or consequential loss, costs, damages, charges or expenses; and
9.5.2. RoboK’s total liability to the Customer in respect of any default (or series of connected defaults) shall not exceed the total Subscription Fee paid by the Customer in the twelve (12) months preceding the event giving rise to a claim.
10. Termination
10.1. Without affecting any other right or remedy available to it, either party may terminate the Agreement with immediate effect by giving written notice to the other party if:
10.1.1. the other party fails to pay any amount due on the due date for payment and remains in default not less than thirty (30) days after being notified in writing to make such payment;
10.1.2. the other party commits a material breach of any other term of the Agreement and (if such breach is remediable) fails to remedy that breach within a period of thirty (30) days after being notified in writing to do so;
10.1.3. the other party experiences an insolvency event or ceases to trade.
10.2. On termination of the Agreement for any reason:
10.2.1. the Customer shall immediately cease all use of the Services and the Documentation;
10.2.2. each party shall return and make no further use of any equipment, property, or other items belonging to the other party;
10.2.3. RoboK may destroy or otherwise dispose of any of the Customer Data in its possession; and
10.2.4. any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination shall not be affected or prejudiced.
11. General
11.1. Neither party shall be in breach of the Agreement or otherwise liable for any delay or failure in the performance of its obligations for so long as and to the extent that such delay or failure results from events, circumstances or causes beyond its reasonable control. If the period of delay or non-performance continues for sixty (60) days, the party not affected may terminate the Agreement by giving written notice to the affected party.
11.2. If there is an inconsistency between any of the provisions in these terms and the Quotation, the provisions in the Quotation shall take precedence.
11.3. These terms and conditions shall supersede and replace any and all other terms and conditions that the Customer may purport to apply to the provision of Services by RoboK, whether contained in the Customer’s Order or otherwise.
11.4. The Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between them, whether written or oral, relating to its subject matter.
11.5. Each party acknowledges that in entering into the Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Agreement.
11.6. No variation of these terms and conditions shall be effective unless approved in writing by RoboK. RoboK may update these terms of use from time to time and publish the updated version on its website (https://robok.ai), but the updated version shall not apply to the Customer until the start of its next Renewal Period. Proceeding with a renewal shall indicate the Customer’s acceptance of the updated terms of use.
11.7. A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
11.8. A delay or failure to exercise, or the single or partial exercise of, any right or remedy does not waive that or any other right or remedy, nor does it prevent or restrict the further exercise of that or any other right or remedy.
11.9. If any provision or part-provision of the Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Agreement. If any provision or part-provision of the Agreement is deemed deleted under this Clause 11.9, the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
11.10. Neither party may, without the prior written consent of the other, assign or transfer any of its rights any of its obligations under the Agreement.
11.11. Nothing in the Agreement is intended to or shall operate to create a partnership between the parties or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way.
11.12. The Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Agreement.
11.13. Any notice given to a party under or in connection with the Agreement shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business or residence (in any other case). Any notice shall be deemed to have been received: (i) if delivered by hand, at the time the notice is left at the proper address; or (ii) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting.
11.14. If a dispute arises under the Agreement, the parties will attempt to resolve this by discussions between representatives of appropriate seniority and authority, or by mediation. This Clause 11.14 shall not prevent either party from taking action that it deems appropriate in a court of competent jurisdiction at any time.
11.15. The Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and interpreted in accordance with the law of England and Wales.
11.16. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Agreement or its subject matter or formation (including non-contractual disputes or claims).
Last updated: Thursday, 8th May 2025