These Terms govern business customers only. They are incorporated into each Order Form, pilot agreement, statement of work, quotation, subscription, or other written order that refers to them, and into direct business use of the RideScan Service where these Terms are presented for acceptance.
Core service principle. RideScan monitors and reports on robot behaviour. It does not control robots, replace OEM or site safety systems, or guarantee that any fault, anomaly, unsafe condition, downtime event, or loss will be detected or prevented.
For Orders entered into on or after the Effective Date, these Terms replace RideScan's General Conditions of Sale and Supply of Products dated 3 November 2024. Existing contracts remain governed by the terms already agreed for them unless the parties agree otherwise in writing.
1.1 These Customer Terms of Service (the “Terms”) are between RIDESCAN LTD, a company incorporated in Scotland with company number SC820262 and registered office at 5 South Charlotte Street, Edinburgh, Scotland, EH2 4AN (“RideScan”), and the business entity identified in the applicable Order Form (“Customer”). Each is a “Party” and together they are the “Parties”.
1.2 By signing or accepting an Order Form that incorporates these Terms, clicking to accept them, or using the Service after the Terms have been made available in circumstances that form a business contract, Customer agrees to be bound by them. Customer warrants that it is acting wholly or mainly for purposes of its trade, business, craft or profession and not as a consumer.
1.3 The contract for an Order consists of, in descending order of precedence: (a) any Data Processing Agreement expressly entered into by the Parties, but only for personal-data matters; (b) the applicable Order Form, but only to the extent that it expressly states a provision that varies these Terms; (c) these Terms; and (d) any documentation or policies expressly incorporated by reference. Customer purchase-order or procurement terms do not apply unless RideScan expressly agrees to them in writing.
1.4 Separate Orders may be entered under these Terms. A breach relating to one Order does not automatically terminate another Order unless the breach materially affects the other Order or the Parties agree otherwise.
“Affiliate” means an entity that directly or indirectly controls, is controlled by, or is under common control with a Party, where control means ownership of more than 50 per cent of the voting interests or the power to direct management.
“Business Day” means a day other than Saturday, Sunday or a public or bank holiday in Scotland.
“Authorised User” means an employee, contractor or other individual whom Customer authorises to access the Service on its behalf and for whom Customer is responsible.
“Customer Data” means telemetry, robot operating data, files, configuration information, content and other data submitted to or processed by the Service on Customer's behalf, excluding Aggregated Statistics and RideScan technology.
“Documentation” means RideScan's then-current user, integration, API or technical documentation made available for the Service.
“Order Form” means a written or electronic order, quotation, statement of work, pilot agreement, subscription document or other ordering document accepted by RideScan and Customer that identifies the Service, commercial terms, scope or subscription period.
“Output” means any behavioural-deviation score, anomaly indicator, uncertainty measure, alert, report, dashboard result, benchmark or other analytical output generated by the Service.
“Service” means the RideScan independent robot-monitoring products and services identified in an Order Form, which may include the RideScan Dashboard, Developer Console, APIs, SDKs, deployment integrations, local software components, reports and associated support.
“Subscription Term” means the period for which Customer is entitled to use the Service under an Order Form.
“Aggregated Statistics” means information derived from use of the Service or Customer Data that has been aggregated and de-identified so that it does not reasonably identify Customer, any individual, site or individual robot.
3.1 Subject to payment of applicable fees and compliance with the Contract, RideScan grants Customer during the Subscription Term a non-exclusive, non-transferable, non-sublicensable right for its Authorised Users to access and use the Service for Customer's internal business purposes and within the licence metrics stated in the Order Form, including any per-robot, per-site, per-user, API, usage or deployment limits.
3.2 Any local agent, SDK, API client, URCap, connector, gateway software or other installable component supplied by RideScan is licensed, not sold, solely for use with the Service during the applicable Subscription Term unless the Order Form states otherwise.
3.3 Customer is responsible for Authorised Users, account administration and the confidentiality of credentials. Customer shall promptly notify RideScan if it becomes aware of unauthorised access or compromise of credentials.
3.4 Customer may permit contractors to use the Service solely to perform services for Customer, provided they are bound by obligations consistent with the Contract and Customer remains responsible for their acts and omissions.
4.1 RideScan provides an independent monitoring and reporting layer for robotic systems. The Service analyses telemetry and other permitted data and produces Outputs intended to assist operational investigation, assurance and review.
4.2 Unless an Order Form expressly states otherwise, the Service is monitoring-only. It does not send control commands to a robot, alter robot behaviour, modify safety functions, or provide RideScan with remote control of Customer or robot systems.
4.3 RideScan does not require access to robot control code solely in order to provide the standard monitoring Service. Customer remains responsible for obtaining and maintaining any OEM, integrator, network, API or site permissions needed for the integration method chosen by Customer.
4.4 The Service may be deployed in safety-relevant or regulated environments as a supplementary monitoring tool, but it is not a safety controller, safety-rated component, fail-safe mechanism, statutory inspection, certification, maintenance system or substitute for a competent person's engineering judgement.
4.5 Email, dashboard or other alerts are notification aids. Delivery may depend on third-party communications systems and Customer configuration, and Customer shall not rely on an alert channel as the sole method of identifying or responding to a safety, maintenance or operational condition.
5.1 Customer shall: (a) provide accurate information reasonably required for onboarding and integration; (b) operate and maintain its robots, networks and safety systems in accordance with applicable law, OEM instructions and competent engineering practice; (c) maintain source copies or backups of Customer Data where reasonably appropriate; and (d) ensure it has all rights, notices and permissions needed for RideScan to process Customer Data as contemplated by the Contract.
5.2 Customer shall not, and shall not permit any third party to:
5.3 Customer remains solely responsible for decisions concerning maintenance, production, safety, shutdown, restart, operation, personnel and regulatory compliance, including decisions informed by an Output.
6.1 Fees, licence quantities, currency, billing frequency and any implementation charges are stated in the applicable Order Form. Unless stated otherwise, subscription fees are invoiced annually in advance and are non-cancellable and non-refundable except where the Contract expressly provides otherwise.
6.2 Invoices are due within 30 days of the invoice date unless the Order Form states otherwise. Customer shall pay amounts without set-off, counterclaim, deduction or withholding except where required by law.
6.3 Fees are exclusive of VAT and other applicable sales, use or similar taxes, which Customer shall pay in addition where properly chargeable. Each Party remains responsible for taxes imposed on its own income.
6.4 If an undisputed amount is overdue, RideScan may charge statutory interest and recover applicable fixed compensation and reasonable recovery costs in accordance with the Late Payment of Commercial Debts (Interest) Act 1998, as amended.
6.5 RideScan may change recurring fees for a renewal term by giving at least 60 days' written notice before the renewal date, unless the Order Form states a different notice period. A price change does not affect fees already committed for the current Subscription Term.
6.6 If Customer disputes an invoice in good faith, it shall notify RideScan promptly with reasonable details and pay the undisputed portion when due. The Parties shall work in good faith to resolve the dispute.
7.1 RideScan will provide the support expressly included in the Order Form or Documentation. Any service-level commitment, response time, uptime commitment or service credit applies only if expressly stated in an Order Form or separately agreed service-level schedule.
7.2 RideScan may perform planned or emergency maintenance and may make changes to the Service to improve functionality, security, reliability, compatibility or legal compliance. RideScan will not materially reduce the core paid functionality of the Service during a current Subscription Term without reasonable justification or Customer agreement.
7.3 RideScan may modify or discontinue features that are beta, preview, experimental, free or identified as non-production. Unless an Order Form states otherwise, such features are provided as-is, without service levels and may be withdrawn on reasonable notice where practicable.
7.4 Support will ordinarily be provided through documentation, communications and Customer-hosted screen sharing where appropriate. RideScan will not require or accept persistent remote control access into Customer or robot systems unless separately agreed in writing for a specific service.
8.1 As between the Parties, Customer owns Customer Data. Customer grants RideScan and its permitted subcontractors a non-exclusive licence to host, copy, transmit, process and otherwise use Customer Data only as reasonably necessary to provide, secure, support and improve the Service, comply with the Contract and law, and exercise RideScan's rights under this Section 8.
8.2 RideScan may create and use Aggregated Statistics for analytics, benchmarking, security, service development and improvement, research and other lawful business purposes, provided that RideScan does not use them to identify Customer, an individual, a site or an individual robot. RideScan will not sell or disclose Customer Data in identifiable, unaggregated form to third parties except as permitted by the Contract, at Customer's direction, or as required by law.
8.3 RideScan will maintain appropriate technical and organisational measures designed to protect Customer Data against unauthorised access, use, alteration or disclosure, taking account of the nature of the Service and the data processed.
8.4 If RideScan becomes aware of a confirmed security incident that materially compromises the confidentiality, integrity or availability of Customer Data under RideScan's control, RideScan will notify Customer without undue delay and provide reasonably available information necessary for Customer to meet applicable obligations. Notification is not an admission of fault or liability.
8.5 Customer acknowledges that integrations may depend on Customer networks, OEM interfaces, third-party APIs, communication services, configuration and hardware outside RideScan's control. RideScan is not responsible for failures caused by those dependencies except to the extent the failure is directly caused by RideScan's breach of the Contract.
8.6 On expiry or termination, RideScan will handle Customer Data in accordance with Section 17.7 and any agreed retention or deletion requirements in an Order Form or Data Processing Agreement.
9.1 Each Party shall comply with applicable data-protection law in connection with the Contract, including the UK GDPR and the Data Protection Act 2018 where applicable.
9.2 The Parties do not expect ordinary robot telemetry to contain personal data. If RideScan processes personal data on Customer's behalf as a processor, the Parties shall enter into or be bound by RideScan's applicable Data Processing Agreement. That Data Processing Agreement prevails over these Terms to the extent of a conflict concerning personal-data processing.
9.3 Customer shall not intentionally submit special-category personal data, criminal-offence data, biometric identification data or other highly sensitive personal data to the Service unless the Parties have expressly agreed appropriate processing terms and safeguards in writing.
10.1 “Confidential Information” means non-public information disclosed by or on behalf of one Party to the other that is marked confidential or that a reasonable business person would understand to be confidential, including product plans, security information, source code, technical architecture, commercial terms, Customer Data and non-public Outputs.
10.2 The receiving Party shall: (a) use Confidential Information only to perform or exercise rights under the Contract; (b) protect it using at least reasonable care; and (c) disclose it only to personnel, professional advisers and subcontractors who need to know it and are subject to confidentiality obligations.
10.3 Confidential Information does not include information that the receiving Party can demonstrate: (a) is or becomes public without breach; (b) was lawfully known without confidentiality restriction; (c) is lawfully received from a third party without duty of confidence; or (d) is independently developed without use of the disclosing Party's Confidential Information.
10.4 A receiving Party may disclose Confidential Information where required by law, court or regulator, provided it gives prior notice where legally permitted and reasonably cooperates to limit the disclosure.
10.5 These confidentiality obligations continue for five years after termination, and indefinitely for trade secrets for so long as they remain trade secrets under applicable law.
11.1 RideScan and its licensors retain all intellectual-property rights in and to the Service, software, APIs, SDKs, models, algorithms, Documentation, designs, interfaces, methodologies, know-how, Aggregated Statistics and all improvements or derivatives of them. Except for the limited rights expressly granted in the Contract, no rights are transferred to Customer.
11.2 Customer retains ownership of Customer Data and any pre-existing Customer materials. Customer is responsible for ensuring that RideScan's permitted use of Customer Data does not infringe third-party rights.
11.3 Subject to payment of applicable fees, Customer may retain and use reports and Outputs generated for Customer for its internal business, compliance, incident-review and evidential purposes after the Subscription Term. This does not transfer ownership of underlying RideScan models, software, templates or methodology.
11.4 If Customer provides suggestions, feedback or ideas concerning the Service, Customer grants RideScan a perpetual, irrevocable, worldwide, royalty-free right to use them without restriction or obligation, provided RideScan does not identify Customer publicly as the source without permission.
11.5 Neither Party may use the other Party's name, trademarks or logo in a press release, public case study or public endorsement without prior written consent, except that RideScan may identify Customer privately to professional advisers, auditors and investors under confidentiality where reasonably necessary.
11.6 Customer shall not publish comparative performance tests, benchmark results or security test results concerning the Service without giving RideScan a reasonable opportunity to verify methodology and without RideScan's prior written consent, not to be unreasonably withheld where publication is legally required.
12.1 The Service may interoperate with robot OEM software, cloud services, networks, messaging services and other third-party products. Those products are governed by their own terms and are outside RideScan's control. RideScan does not warrant continued compatibility where a third party changes or withdraws an interface, API or product, but will use commercially reasonable efforts to maintain supported integrations where practicable.
12.2 Where an Order Form includes RideScan-supplied gateway or other hardware, title passes on full payment and risk passes on delivery. Unless the Order Form states otherwise, RideScan warrants for 12 months from delivery that such hardware will be free from material defects in materials and workmanship under normal use. RideScan's obligation for a valid hardware warranty claim is, at its option, repair or replacement. The warranty excludes misuse, unauthorised alteration, accident, abnormal environment and ordinary wear.
13.1 RideScan warrants that during the applicable Subscription Term it will provide the paid Service with reasonable skill and care and that the Service will materially conform to the applicable Documentation when used in accordance with the Contract.
13.2 If Customer gives prompt written notice of a material breach of Section 13.1 with sufficient detail to reproduce or understand it, RideScan will use commercially reasonable efforts to correct or re-perform the affected Service. If RideScan cannot do so within a reasonable period, Customer may terminate the materially affected Order and receive a pro-rata refund of prepaid fees for the unused portion of that Order. This is Customer's primary contractual remedy for breach of Section 13.1, without limiting rights that cannot lawfully be excluded.
13.3 Except as expressly stated in the Contract and to the fullest extent permitted by law, the Service is provided without other warranties, representations or conditions, whether express, implied, statutory or otherwise, including implied terms as to satisfactory quality, fitness for a particular purpose or non-infringement, to the extent those terms may lawfully be excluded.
13.4 RideScan does not warrant that the Service will be uninterrupted or error-free, that every anomaly or failure will be detected, that every Output will be correct, or that false positives or false negatives will not occur.
14.1 Outputs are analytical and may be probabilistic. They are indicators for investigation and review, not measurements or certifications of whether a condition is present or absent.
14.2 The Service detects and reports; it does not prevent failures. Customer must continue to operate OEM safety controls, scheduled and condition-based maintenance, statutory inspection, site risk assessment, incident response, supervision and other safeguards required by law or good engineering practice.
14.3 Customer shall not use the Service or any Output as the sole basis for a safety-critical, maintenance, operational, personnel or production decision. Any action or inaction taken following an Output remains Customer's decision and responsibility, subject to RideScan's liability for its own breach of the Contract as limited by Section 16.
14.4 RideScan is not a robot OEM, system integrator, maintenance contractor, notified or approved body, statutory inspector or safety authority unless an Order Form expressly states that RideScan is providing a separately defined service in one of those capacities.
15.1 Subject to Section 16, RideScan will defend Customer against a third-party claim that Customer's authorised use of the paid Service infringes a UK patent, copyright or registered trade mark, and will pay damages finally awarded or amounts agreed in settlement by RideScan, provided Customer: (a) promptly notifies RideScan; (b) gives RideScan sole control of the defence and settlement; and (c) provides reasonable cooperation at RideScan's cost.
15.2 RideScan has no obligation under Section 15.1 to the extent a claim arises from Customer Data, Customer modification, use contrary to the Contract or Documentation, combination with items not supplied or approved by RideScan where the claim would otherwise have been avoided, or continued use after RideScan offers a non-infringing replacement or modification.
15.3 If an infringement claim is made or reasonably likely, RideScan may obtain the right for Customer to continue using the Service, modify or replace the affected functionality, or terminate the affected Order and refund prepaid fees for the unused portion. This Section states RideScan's entire liability for third-party intellectual-property infringement, subject to liabilities that cannot lawfully be excluded.
15.4 Customer will defend and indemnify RideScan against a third-party claim arising from: (a) Customer Data infringing that third party's rights; or (b) Customer's unlawful use of the Service or use in material breach of Section 5, provided RideScan gives prompt notice, allows Customer reasonable control of the defence and settlement, and provides reasonable cooperation at Customer's cost.
16.1 Nothing in the Contract excludes or limits either Party's liability for: (a) death or personal injury caused by its negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot lawfully be excluded or limited.
16.2 Subject to Section 16.1, neither Party is liable for indirect or consequential loss, or for loss of profit, revenue, anticipated savings, business, goodwill, production or opportunity, whether arising in contract, delict (including negligence), breach of statutory duty or otherwise, even if foreseeable.
16.3 Subject to Section 16.1, RideScan is not liable for loss arising from: (a) a Customer decision or failure to act based on an Output where Customer has relied on the Service contrary to Section 14; (b) failure of an OEM system, Customer network or third-party integration outside RideScan's reasonable control; or (c) Customer's failure to follow Documentation or maintain required safeguards, except in each case to the extent the loss is directly caused by RideScan's breach of the Contract and liability cannot otherwise lawfully be excluded.
16.4 Subject to Sections 16.1 and 16.5, each Party's total aggregate liability arising out of or in connection with an affected Order in any consecutive 12-month period shall not exceed the fees paid or payable by Customer to RideScan under that affected Order for that 12-month period. For a claim arising during the first 12 months of an Order, the cap is the fees paid or payable for the first 12 months of that Order.
16.5 For liability arising from breach of Section 9 (Data protection), Section 10 (Confidentiality), or a Party's indemnity obligations under Section 15, the aggregate cap is two times the cap calculated under Section 16.4. Section 16.1 remains unaffected.
16.6 The caps in this Section apply to all claims arising from the same or connected events in the aggregate and are not multiplied by the number of legal causes of action, claimants, Outputs, robots, users or incidents.
16.7 The Parties agree that the limitations in this Section allocate risk between sophisticated business parties, reflect the fees charged and are intended to be fair and reasonable in the circumstances contemplated when the Contract is formed.
17.1 Each Order starts on its stated effective or service-start date and continues for its Subscription Term. Unless the Order Form states otherwise, an annual subscription renews automatically for successive 12-month periods unless either Party gives at least 60 days' written notice of non-renewal before the end of the then-current term.
17.2 RideScan may suspend affected access on reasonable notice if: (a) undisputed fees remain overdue after RideScan has given at least 10 Business Days' written notice; (b) Customer's use creates a material security, legal or operational risk; (c) suspension is required by law, regulator or third-party platform restriction; or (d) Customer materially breaches Section 5. RideScan will limit the suspension to what is reasonably necessary and restore access when the issue is resolved.
17.3 Either Party may terminate an affected Order for material breach if the breach is not remedied within 30 days after written notice describing the breach, or immediately if the breach is incapable of remedy.
17.4 Either Party may terminate an affected Order immediately by written notice if the other Party enters liquidation, administration or a composition with creditors, has a receiver or similar officer appointed over a material part of its assets, ceases business, or is unable to pay debts as they fall due, subject to applicable insolvency law.
17.5 Termination does not affect accrued rights or payment obligations. Fees already due remain payable. If Customer terminates for RideScan's uncured material breach under Section 17.3, RideScan will refund prepaid fees attributable to the unused portion of the terminated Order. Otherwise, prepaid fees are non-refundable except where the Contract expressly states otherwise.
17.6 On expiry or termination, Customer's right to access the Service ends, but Customer may continue to use retained reports and Outputs as permitted by Section 11.3. Customer shall cease using RideScan software components that are licensed only for the Subscription Term, except as needed for an agreed orderly transition.
17.7 For 30 days after expiry or termination, Customer may request a reasonable export of Customer Data that remains available in the Service in a standard format supported by RideScan, subject to payment of undisputed amounts and reasonable technical limitations. After that period RideScan may delete or anonymise Customer Data in accordance with its retention practices and applicable law, except where longer retention is legally required or contractually agreed.
17.8 Sections that by their nature should survive termination, including Sections 8 to 11, 13 to 16, 17.5 to 17.8, 19 and 20, survive.
18.1 Each Party shall comply with laws applicable to its performance of the Contract. Customer remains responsible for laws and regulatory obligations applicable to its robots, premises, operations, workforce and use of Outputs.
18.2 Each Party shall comply with applicable anti-bribery and anti-corruption law, including the Bribery Act 2010. Neither Party shall offer, promise, give, request or accept a bribe in connection with the Contract.
18.3 Customer shall not use, export, re-export or make the Service available in violation of applicable trade sanctions or export-control laws. Each Party is responsible for its own compliance with sanctions and export restrictions applicable to it.
19.1 Notices. Contractual notices shall be in writing and sent to the registered office or principal business address of the receiving Party, or to the contract notice email specified in the Order Form. Notices of termination or material breach must be clearly identified as legal or contractual notices. Email notices are deemed received on the next Business Day after transmission unless a delivery failure message is received.
19.2 Assignment. Neither Party may assign or transfer the Contract without the other Party's prior written consent, not to be unreasonably withheld or delayed, except that either Party may assign the Contract to an Affiliate or in connection with a merger, reorganisation or sale of all or substantially all of the relevant business or assets, provided the assignee is not a direct competitor of the non-assigning Party and is capable of performing the obligations.
19.3 Subcontractors. RideScan may use Affiliates and subcontractors to provide parts of the Service, but remains responsible for their performance to the same extent as if RideScan performed the relevant obligation itself, subject to the Contract.
19.4 Force majeure. Neither Party is liable for delay or failure caused by events beyond its reasonable control, excluding payment obligations, provided it uses reasonable efforts to mitigate the effect. If the event materially prevents performance for more than 60 consecutive days, either Party may terminate the affected Order on written notice.
19.5 Entire agreement and non-reliance. The Contract is the entire agreement concerning its subject matter and supersedes prior proposals, discussions and representations concerning that subject matter. Each Party acknowledges that it has not relied on a statement not set out in the Contract, except that nothing excludes liability for fraud or fraudulent misrepresentation.
19.6 Variation. Except for updates under Section 19.7, a variation must be agreed in writing by authorised representatives of both Parties. An accepted electronic Order Form or amendment is sufficient writing.
19.7 Updates to these Terms. RideScan may update these Terms from time to time. Updated Terms apply to new Orders and renewals beginning on or after the stated effective date. RideScan will not apply a materially adverse update to the middle of an existing paid Subscription Term unless required for law, security or regulatory compliance, or Customer agrees in writing.
19.8 No waiver. Failure or delay to exercise a right is not a waiver. A waiver is effective only in the specific instance for which it is given.
19.9 Severability. If a provision is held invalid or unenforceable, it will be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions continue in effect.
19.10 No partnership or agency. The Parties are independent contractors. Nothing creates a partnership, joint venture, fiduciary, employment or agency relationship, and neither Party may bind the other without authority.
19.11 Third-party rights. Except where the Contract expressly states otherwise, a person who is not a Party has no right under the Contract (Third Party Rights) (Scotland) Act 2017 to enforce any provision of the Contract. The Parties may vary or terminate the Contract without the consent of any third party.
20.1 The Contract and any non-contractual obligations arising out of or in connection with it are governed by Scots law.
20.2 The courts of Scotland have exclusive jurisdiction to settle any dispute, claim or controversy arising out of or in connection with the Contract, including any dispute concerning its existence, validity, interpretation, performance or termination, subject to either Party's right to seek urgent interim or protective relief in any court of competent jurisdiction.
