Terms Of Business

1. General

1.1 These Terms and Conditions apply to all services supplied by Robot Control Systems Ltd (the Company) unless otherwise agreed in writing.

1.2 Acceptance of a quotation, purchase order, instruction to proceed, site attendance, or engagement of services shall constitute acceptance of these Terms and Conditions.

1.3 Any terms and conditions supplied by the Client shall not apply unless expressly agreed in writing.

2. Services

2.1 Services may include, but are not limited to, automation support, PLC programming, HMI development, fault finding, breakdown response, commissioning, controls upgrades, documentation, consultancy, and associated engineering activities.

2.2 The Company shall exercise reasonable skill and care in carrying out the Services but does not guarantee that any particular outcome, production rate, performance level, or commercial objective will be achieved.

2.3 The Company reserves the right to refuse work that is considered unsafe, unlawful, technically impractical, or outside the agreed scope.

3. Site Access and Client Responsibilities

3.1 The Client shall provide safe access to all equipment, systems, software, documentation, and personnel reasonably required to perform the Services.

3.2 The Client shall ensure that all machinery and equipment complies with applicable health and safety requirements before work commences.

3.3 The Client shall provide all passwords, software licences, backups, network access, and technical information necessary to carry out the Services.

3.4 Delays resulting from lack of information, restricted access, unavailable personnel, missing software, or unavailable equipment shall not affect the Client's obligation to pay for time incurred.

4. Breakdown Response and Fault Finding

4.1 Breakdown attendance and fault-finding services are provided on a reasonable endeavours basis and response times are not guaranteed unless expressly agreed in writing.

4.2 Where a repair is completed and the equipment is returned to service, whether fully or temporarily, the work shall be deemed successfully completed.

4.3 Where a repair cannot be completed due to unavailable spare parts, lack of access, missing passwords, specialist tooling requirements, third-party dependencies, safety restrictions, or any circumstance outside the Company's control, all time incurred shall remain chargeable.

4.4 The Company shall not be responsible for consequential faults discovered during fault-finding activities.

5. No Fix, No Fee

5.1 No Fix, No Fee arrangements apply only where expressly agreed in writing before attendance.

5.2 No Fix, No Fee applies solely to the repair element of an eligible breakdown and excludes travel, accommodation, mileage, call-out attendance, parts, consumables, specialist equipment, third-party costs, and any other expenses incurred.

5.3 A temporary repair restoring production or providing reduced operational functionality shall constitute a successful repair for the purposes of this clause.

6. Scheduling and Availability

6.1 Whilst every effort shall be made to attend on agreed dates, the Company reserves the right to reschedule work where necessary.

6.2 The nature of breakdown support may require attendance at critical customer sites with little notice. Where this affects previously scheduled work, the Client shall be informed as soon as reasonably practicable.

6.3 The Company shall not be liable for losses arising from delays, rescheduling, or cancellation caused by circumstances beyond reasonable control.

7. Travel, Accommodation and Expenses

7.1 Travel, accommodation, subsistence, materials, components, specialist equipment, and third-party costs incurred in connection with the Services shall be chargeable in addition to labour unless otherwise agreed.

7.2 Accommodation may be arranged at the Company's discretion where travel distance, site location, working hours, workload, or project requirements make this necessary.

7.3 The Client shall reimburse all reasonable expenses incurred in carrying out the Services.

8. Site Requirements

8.1 Any site-specific requirements necessary to gain access or undertake work shall be the responsibility of the Client.

8.2 This includes, but is not limited to, inductions, medical examinations, security clearances, permit-to-work training, competency assessments, drug and alcohol screening, customer-specific certification, and access credentials.

8.3 Time spent attending mandatory site requirements may be chargeable.

9. Invoicing and Payment

9.1 Invoices shall be payable within fourteen (14) days of the invoice date unless otherwise agreed in writing.

9.2 The Company reserves the right to suspend work, withhold documentation, software, backups, or deliverables where invoices remain unpaid.

9.3 Interest may be charged on overdue accounts in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.

9.4 The Client shall be responsible for any reasonable costs incurred in recovering overdue sums.

10. Intellectual Property

10.1 All intellectual property rights in pre-existing software, templates, code libraries, documentation formats, methodologies, calculations, and engineering tools shall remain the property of the Company.

10.2 Upon receipt of full payment, the Client shall receive a non-exclusive licence to use project-specific deliverables for the intended purpose of the project.

10.3 The Company retains the right to reuse general engineering knowledge, techniques, code structures, and non-confidential methods developed during the course of the work.

11. Warranty

11.1 The Company warrants that Services shall be performed with reasonable skill and care.

11.2 Unless otherwise agreed in writing, workmanship shall be warranted for a period of thirty (30) days from completion.

11.3 The warranty shall not apply where faults arise from operator intervention, unauthorised modifications, defective equipment, third-party actions, lack of maintenance, environmental conditions, or circumstances beyond the Company's control.

12. Limitation of Liability

12.1 The Company shall not be liable for any indirect, consequential, or economic loss, including but not limited to loss of production, loss of profit, loss of revenue, loss of business opportunity, or loss of goodwill.

12.2 The Company shall not be responsible for damage resulting from inaccurate information supplied by the Client or defects existing prior to attendance.

12.3 The Company's total liability arising from any engagement shall not exceed the total fees paid by the Client for the Services giving rise to the claim.

13. Confidentiality

13.1 Both parties shall treat all technical, commercial, operational, and proprietary information obtained during the course of the engagement as confidential.

13.2 Confidential information shall not be disclosed to any third party without prior written consent except where required by law.

14. Governing Law

14.1 These Terms and Conditions shall be governed by and construed in accordance with the laws of England and Wales.

14.2 Any dispute arising from these Terms and Conditions shall be subject to the exclusive jurisdiction of the courts of England and Wales.