Terms & Conditions
Robovision General Conditions
I. GENERAL
1. Applicability
These GCs apply to all Contracts, to the exclusion of all other general terms and conditions, including without limitation those that appear on documents originating from Customer. Unless otherwise specified in the quotation, Robovision’s quotations shall expire thirty (30) days from their date and may be modified or withdrawn by Robovision before receipt of Customer’s acceptance.
2. Definitions
“Agent” means a self-contained intelligent software component deployed at the edge or within Customer’s infrastructure that executes specific tasks such as image processing, inference, or automation steps, and which runs a deployed AI model and operates autonomously or semi-autonomously, to execute detection, classification, segmentation, tracking or a combination of these tasks;
“Application Productisation” means an optional add-on to a Subscription, to use a specific developed and productised application;
“Cloud Services” means the provision by Robovision of the Cloud System, or related Platform support services as specified in the Contract;
“Cloud System” means a combination of hardware, software and networking elements that comprise an information technology system and which includes hosted-virtual desktops, virtual servers, storage, cross-connect, firewall capacity, additional RAM, GPU’s or CPUs, dedicated bandwidth and application virtualisation. The Cloud System may consist of a dedicated system for the use by Customer only, the right to use certain parts of a shared system that Robovision (or any third-party vendor or provider of Robovision) maintains for many customers or a combination of some dedicated elements and some shared elements;
"Contract" means the agreement between Robovision and Customer, for the provision by Robovision to Customer of a Subscription(s) and/or any hardware, equipment, parts, materials, supplies, other goods or services which may be supplied in connection therewith, all as stipulated in the Contract, and which may consist of the (purchase) order signed by Customer and accepted by Robovision in writing, together with these GCs, Robovision’s final quotation, the agreed scope(s) of work and Robovision’s order acknowledgement;
“Contract Price” means the agreed price stated in the Contract, including adjustments (if any) in accordance with the Contract;
"Customer" means the entity for whom Robovision is performing the Contract;
“Customer Managed Software” means a version of the Software that is installed, hosted, and operated by Customer within its own infrastructure or chosen cloud environment, whereby Customer is responsible for provisioning, securing, and maintaining the necessary hardware and system environment, including but not limited to updates, backups, and infrastructure-level security. Unless otherwise specified in the Contract, Robovision provides only limited support services and has no operational control over Customer Managed Software deployments;
“Customer Taxes” means taxes, duties, fees, or other charges of any nature (including, but not limited to, consumption, gross receipts, import, property, sales, stamp, turnover, use, or value-added taxes, and all items of withholding, deficiency, penalty, addition to tax, interest, or assessment related thereto, imposed by any governmental authority on Customer or Robovision or its subcontractors) in relation to the Contract other than Seller Taxes;
“GC” means any of these terms and conditions (as amended or modified in accordance with these GCs);
“Hub” means a layer of the Platform that facilitates the deployment, configuration, monitoring, and lifecycle management of Agents and AI models;
“Insolvent/Bankrupt” means that a Party is insolvent, makes an assignment for the benefit of its creditors, has a receiver or trustee appointed for it or any of its assets, or files or has filed against it a proceeding under any bankruptcy, insolvency dissolution or liquidation laws;
“Party” means Customer or Robovision and “Parties” means Customer and Robovision;
“Platform” means the proprietary software developed and provided by Robovision that enables users to build, deploy, operate, and manage ‘Vision AI’ applications, and which includes, but is not limited to, software components, tools, user interfaces, APIs, documentation and (optional) (an) SDK(‘s), and which can be delivered either as Software-as-a Service or as Customer Managed Software;
“Robovision” means Robovision BV, with registered address at Foreestelaan 88, 9000 Gent, Belgium, registered under number 0899613236;
“Seller Taxes” means corporate taxes levied on Robovision measured by net income due to performance of or payment under this Contract; “Software” means the Platform, Hub(s), Application Productization and/or Agent(s) supplied under a Subscription;
“Software-as-a-Service” means a delivery model in which the Platform is hosted, maintained, and operated by Robovision and made accessible to Customer via the Cloud System as a service during the Subscription term, whereby Robovision is responsible for the availability, security, scalability, and maintenance of the Platform, including updates and infrastructure management, as per the terms of the Contract; and “Subscription” means a limited, non-exclusive, non-transferable right granted by Robovision to Customer to access and use the Software during the applicable Subscription term, subject to the terms and conditions of the Contract, conditioned upon timely payment of all applicable Subscription fees and limited to the scope, usage metrics, and number of authorized users, seats, or other Subscription parameters specified in the Contract.
3. Payment and invoicing
3.1 Robovision shall invoice Customer in accordance with the payment schedule agreed in the Contract. Unless specifically agreed otherwise in the Contract, any costs incurred by Robovision in the performance of the Contract (including but not limited to traveling costs) shall be reimbursable at cost plus fifteen percent (15%). Customer shall pay Robovision all invoiced amounts in full in the currency stated on the invoice, without set-off or deduction, within thirty (30) days from the invoice date. For each calendar month, or fraction thereof, that payment is late, a late payment charge shall automatically become due by Customer, without any notice of default (Dutch: ‘ingebrekestelling’) being required, computed at the rate of one percent (1%) per month on the overdue balance, or the maximum rate permitted by law, whichever is less.
3.2 Robovision may, at any time, by giving Customer no less than thirty (30) days’ written notice, increase its prices (for Subscriptions; cf. infra GC 14.5) in accordance with the ‘Agoria Referteloonindex Digital’ (as published on www.agoria.be).
3.3 Once, and to the extent, statutory obligations for electronic invoicing apply, invoices shall only be deemed legally valid and duly delivered if they are exchanged via the Peppol network in accordance with the applicable Peppol standards. Invoices not sent via Peppol shall have no legal effect. Proof of proper transmission or receipt shall be provided by the technical transmission and delivery logs of the Peppol service provider(s) of the Party concerned. The payment term shall commence solely on the date on which the invoice is lawfully received via the Peppol network. If the recipient does not have an active and correctly configured Peppol account, all consequences of non-receipt or delayed receipt shall be entirely at the recipient’s risk. Objections to invoices shall, insofar as technically possible, also be exchanged via Peppol. The recipient of an invoice is required to maintain an active, properly functioning and reachable Peppol account, to provide correct and up-to-date identification details (Peppol ID), and to immediately report any technical issues that prevent receipt. The sender is responsible for preparing the invoice in the required Peppol format, for correctly transmitting it via Peppol, and for retaining transmission and delivery logs as proof of delivery. Disruptions of the Peppol network or of certified Peppol service providers that fall outside a Party’s reasonable control shall be considered force majeure. In the event of force majeure, the Parties shall notify each other without delay and temporarily use an alternative electronic delivery method, without prejudice to the obligation to resume the use of Peppol as soon as the disruption has been resolved.
4. Taxes
Robovision shall be responsible for all Seller Taxes. Customer shall be responsible for all Customer Taxes. The Contract Price does not include the amount of any Customer Taxes. If Customer deducts or withholds Customer Taxes, Customer shall pay additional amounts so that Robovision receives the full Contract Price without reduction for Customer Taxes. Customer shall provide to Robovision, within one (1) month of payment, official receipts from the applicable governmental authority for deducted or withheld taxes.
5. Confidentiality
5.1 Robovision and Customer (as to information disclosed, the “Disclosing Party”) may each provide the other Party (as to information received, the “Receiving Party”) with Confidential Information in connection with the Contract. “Confidential Information” means information that is designated in writing as ‘confidential’ or ‘proprietary’ by Disclosing Party at the time of disclosure, or can reasonably be inferred to be confidential. The commercial terms of the Contract shall be considered Confidential Information.
5.2 Receiving Party agrees:
(i) to use the Confidential Information only in connection with the Contract;
(ii) to take reasonable measures to prevent disclosure of the Confidential Information to third parties; and (iii) not to disclose the Confidential Information to a competitor of Disclosing Party.
Notwithstanding these restrictions:
(a) Robovision may disclose Confidential Information to its affiliates and subcontractors in connection with performance of the Contract;
(b) a Receiving Party may disclose Confidential Information to its auditors, financial and legal advisors; and
(c) a Receiving Party may disclose Confidential Information to any other third party with the prior written permission of Disclosing Party, and in each case, only so long as the Receiving Party obtains a non disclosure commitment from any such permitted third party that prohibits disclosure of the Confidential Information and provided further that the Receiving Party remains responsible for any unauthorized use or disclosure of the Confidential Information.
Receiving Party shall upon request return to Disclosing Party or destroy all copies of Confidential Information except to the extent that a specific provision of the Contract entitles Receiving Party to retain an item of Confidential Information. Robovision may also retain one (1) archive copy of Customer’s Confidential Information.
5.3 The obligations under this GC 5 shall not apply to any portion of the Confidential Information that:
(i) is or becomes generally available to the public other than as a result of disclosure by Receiving Party, its representatives or its affiliates;
(ii) is or becomes available to Receiving Party on a non-confidential basis from a source other than Disclosing Party when the source is not, to the best of Receiving Party’s knowledge, subject to a confidentiality obligation to Disclosing Party;
(iii) is independently developed by Receiving Party, its representatives or affiliates, without reference to the Confidential Information; or
(iv) is required to be disclosed by law or valid legal process provided that the Receiving Party intending to make disclosure in response to such requirements or process shall promptly notify the Disclosing Party in advance of such disclosure and reasonably cooperate in attempts to maintain the confidentiality of the Confidential Information.
5.4 Each Disclosing Party warrants that it has the right to disclose the information that it discloses. 6. Intellectual property
6.1 Robovision shall defend and indemnify Customer against any claim by a non-affiliated third party (an “IP Claim”) alleging that the Software infringes a patent in effect in an EU member state, or any copyright or trademark registered in the EU, provided that Customer:
(i) promptly notifies Robovision in writing of the IP Claim;
(ii) makes no admission of liability and does not take any position adverse to Robovision; (iii) gives Robovision sole authority to control defence and settlement of the IP Claim; and (iv) provides Robovision with full disclosure and reasonable assistance as required to defend the IP Claim.
6.2 GC 6.1 shall not apply and Robovision shall have no obligation or liability with respect to any IP Claim based upon: (i) the Software having been modified, or revised;
(ii) the combination of the Software with other software, products or services when such combination is a basis of the alleged infringement; or
(iii) unauthorized use of the Software.
6.3 Should the Software, or any portion thereof, become the subject of an IP Claim, Robovision may at its option: (i) procure for Customer the right to continue using the Software, or applicable portion thereof; (ii) modify or replace it in whole or in part to make it non- infringing; or
(iii) failing (i) or (ii), take back the infringing Software and refund the price received by Robovision from Customer attributable to the infringing Software supplied under the Contract.
6.4 GC 6 states Robovision’s exclusive liability for intellectual property infringement by the Software, or by any goods, materials, equipment or services supplied under the Contract.
6.5 Each Party shall retain ownership of all Confidential Information and intellectual property it had prior to the Contract. Except as provided in GC 14.4, all new intellectual property conceived or created by Robovision in the performance of the Contract, whether alone or with any contribution from Customer, shall be owned exclusively by Robovision. Customer agrees to deliver assignment documentation as necessary to achieve that result.
7. Force majeure and hardship
7.1 Robovision shall not be liable or considered in breach of its obligations under the Contract to the extent that Robovision’s performance is delayed or prevented, directly or indirectly, by any cause beyond its reasonable control, including but not limited to armed conflict, acts or threats of terrorism, epidemics, pandemics, natural disasters or unusually severe weather conditions, cyberattacks, strikes or other labor disturbances, or acts or omissions of any governmental authority or of the Customer or Customer’s contractors or suppliers. If such an event occurs, the schedule for Robovision’s performance shall be extended by the amount of time lost by reason of the event plus such additional time as may be needed to overcome the effect of the event, and Robovision shall be entitled to an equitable adjustment of the Contract Price.
7.2 Customer acknowledges that the Contract is binding and that each Party must perform its obligations even in case of changed circumstances. The application of Article 5.74 of the Belgian Civil Code is expressly excluded.
8. Termination and suspension
8.1 If the Contract has an indefinite duration, it may be terminated by either Party by means of a written notice with a notice period of ninety (90) days; if the Contract has a definite duration (Dutch: ‘bepaalde duur’), it may not be terminated prior to its agreed expiry date, and is automatically renewed for an equal duration unless terminated by means of a written notice with a notice period of ninety (90) days (for Subscriptions: see GC 14.6).
8.2 Customer may terminate the Contract if Robovision:
(i) becomes Insolvent/Bankrupt; or
(ii) commits a material breach of the Contract which does not otherwise have a specified contractual remedy, provided that:
(a) Customer shall first provide Robovision with a detailed written notice of the breach and of Customer’s intention to terminate the Contract; and
(b) Robovision shall have failed, within thirty (30) days after receipt of Customer’s notice, to commence and diligently pursue cure of the breach.
If Customer terminates the Contract pursuant to GC 8.2(ii), Robovision shall reimburse Customer the difference between that portion of the Contract Price allocable to the terminated scope, and Customer shall pay to Robovision the portion of the Contract Price allocable to the scope of the Contract which was completed. Subscription fees, however, are not reimbursable (see also GC 14.5).
8.3 Robovision may suspend or terminate the Contract (or any affected portion thereof) immediately if Customer: (i) becomes Insolvent/Bankrupt; or
(ii) materially breaches the Contract, including, but not limited to, failure or delay in Customer making any payment when due, or fulfilling any payment conditions, provided that Customer has failed to remedy such breach within thirty (30) days after written notice thereof by Robovision;
without prejudice to any claims Robovision may have against Customer.
9. Compliance with laws, codes and standards
9.1 Robovision shall comply with laws applicable to the performance of the Contract. Customer shall comply with laws applicable to the application, operation, use and disposal of the Software, and any goods, materials, equipment or services supplied under the Contract. Each Party shall comply with applicable data protection laws and regulations.
9.2 Neither Party will export, directly or indirectly, any technical data or tangible software or materials acquired from the other Party under the Contract to any country or entity for which the U.S. Government or the European Union at the time of export require an export license or other governmental approval without first obtaining such license or approval, and Customer will impose same on its customers.
10. Changes
10.1 Each Party may at any time propose changes in the schedule or scope of the Contract. Robovision is not obligated to proceed with any change until both parties agree upon such change in writing. The written change documentation will describe the changes in scope and schedule, and the resulting changes in Contract Price and other provisions, as agreed.
10.2 The scope, Contract Price, schedule, and other provisions will be equitably adjusted to reflect additional costs or obligations incurred by Robovision resulting from a change, after Robovision’s proposal date, in Customer’s specific requirements or procedures, or in industry specifications, codes, standards, applicable laws or regulations.
11. Liability
11.1 Notwithstanding anything in the Contract to the contrary (but subject to GC 11.3), Robovision shall not be liable in any amount for special, incidental, consequential, or indirect damages, loss of goodwill or profits, loss of business opportunity or anticipated savings, work stoppage, data loss, computer failure or malfunction, or exemplary or punitive damages, even if it has been advised of the possibility of such damages or if these were foreseeable, and whether the same arise in contract, under a non-contractual obligation (including tort or negligence) or otherwise. Customer may not assert any claim against Robovision related to the Contract (including non-contractual claims) after six (6) months have expired since the event given rise to the claim occurred.
11.2 Notwithstanding anything in the Contract to the contrary (but subject to GC 11.3), Robovision’s liability for damages incurred by Customer under the Contract shall be limited to direct damages incurred by Customer, and its aggregate liability hereunder (whether in contract, under a non-contractual obligation (including tort or negligence) or otherwise) shall in no event exceed the Contract Price for the related order. The limitations on damages set forth in GC 11 are agreed and intended to survive even if the limited remedy herein fails its essential purpose.
11.3 The exclusions in GC 11.1 and 11.2 shall apply to the fullest extent permissible at law (including in the event of gross negligence (Dutch: ‘zware fout’), but Robovision does not exclude liability for any liability which may not be excluded by law.
11.4 All references to ‘Robovision’ in this GC 11 shall, for the purposes of this GC 11 only, be treated as including all its affiliates, directors, employees, contractors and suppliers of Robovision and its affiliates, all of whom shall have the benefit of the exclusions and limitations of liability set out in this GC 11. Customer undertakes not to make any claims against directors, employees, contractors and suppliers of Robovision and its affiliates, whether under the Contract or pursuant to a non-contractual obligation.
12. Governing law and dispute resolution
The Contract shall be exclusively governed by, and construed in accordance with, the laws of Belgium, without giving effect to its choice of law principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply. The courts of Ghent, Belgium, shall have exclusive jurisdiction to settle any dispute which may arise out of or in connection with the Contract (including any dispute as to the validity of the Contract, or any non-contractual disputes).
13. Miscellaneous
13.1 Customer may not transfer, assign or novate (any of its rights or obligations under) the Contract, without the prior written consent of Robovision, not to be unreasonably withheld or delayed.
Robovision may perform any or all of its obligations through any subsidiary, affiliate or contractor. Robovision may at any time sub-license, assign, transfer novate, charge or deal in any other manner with (any or all of its rights and obligations) under the Contract, provided it gives written notice to Customer.
13.2 If any provision of the Contract is held invalid or unenforceable, the provision shall be deemed modified only to the extent necessary to render it valid or deleted from the Contract, as the case may be, and the Contract shall be enforced and construed as if the provision had been included in the Contract as modified or as if it had not been included, as the case may be.
13.3 The Contract represents the entire agreement between the Parties. No oral or written representation or warranty not contained in the Contract shall be binding on either Party. Customer’s and Robovision’s rights, remedies and obligations arising from or related to the Contract are limited to the rights, remedies and obligations stated in the Contract. No modification, amendment, rescission or waiver shall be binding on either Party unless agreed in writing.
13.4 Failure or delay by either Party to enforce any of the provisions of the Contract or any rights or remedy with respect to it or the failure to exercise any option provided under the Contract shall in no way be considered to be a waiver of that provision, right, remedy or option, or in any way to affect the validity of this Contract. No waiver of any rights under the Contract, or any modification or amendment of the Contract, shall be effective or enforceable, unless it is in writing and signed by or on behalf of both Parties.
13.5 Customer agrees that Robovision may publicly disclose that Robovision is providing the Software (and products or services) to Customer. Robovision may also use Customer’s name and logo to identify Customer as Robovision’s customer in promotional materials, including press releases and on its website. Robovision will not use Customer’s name or logo in a manner that suggests an endorsement or affiliation.
13.6 During the term of the Contract and for a period of two (2) years thereafter Customer shall not, directly or indirectly, solicit or employ any employees of Robovision without Robovision’s prior written consent, which may be withheld at Robovision’s absolute discretion.
13.7 Except as otherwise expressly provided herein, nothing in this Contract shall be enforceable by a third party (being any person or entity other than the Parties and their permitted successors and assigns).
13.8 Nothing in the Contract or in the course of dealing between the Parties shall be deemed to create between the Parties a partnership, joint venture, association, employment relationship, agency relationship or any other relationship other than an independent contractor relationship.
13.9 Robovision may make changes to these GC’s from time to time. Changes will become effective sixty (60) days after notice is provided, except for when those changes are required by an administrative or judicial order, to comply with any applicable law or regulation, or to respond or react to a security-related issues, in which case those changes will be effective immediately. Said modifications shall be binding on Customer unless Customer objects to the same on the grounds that any such modification adversely affects the rights of Customer in a material manner hereunder and if Customer notifies Robovision within sixty (60) days after the date of notification. If Customer notifies Robovision of any such objection, then the parties shall negotiate in good faith a resolution of the same and if the parties fail to agree on a resolution within thirty (30) days, then Customer may elect to terminate the Contract effective within a period of fifteen (15) days thereafter.
13.10 Any notice or other communication required to be given or made under the Contract shall be in writing and shall be given to the other Party at the address or e-mail address listed in the Contract. Any legal notices by Customer to Robovision shall be copied to legal@robovision.ai. No communication or notice shall be effective if the Party to receive such communication or notice has notified the sender of a change in and a replacement address in accordance with the foregoing procedures for sending notices unless such communication or notice is sent to the replacement address in accordance with the foregoing procedures. Notices and communications shall be considered given or made: where sent by hand or courier, upon receipt unless delivery is refused in which case on the date of refusal; or where given by e-mail (subject to confirmation of successful transmission), four (4) hours after the time of successful transmission.
II. CLAUSES APPLICABLE TO THE SUBSCRIPTIONS
14. Subscriptions
14.1 The following shall apply to Subscriptions for the Software.
14.2 Subject to these GCs, under a Subscription Robovision grants to Customer a limited, non-exclusive, non-transferable, non-sublicensable right to make use of the Software, during the term and within the territory stated in the Contract (if any). The Software may be used only for this authorised use and (if applicable) only by the number and type of users stated in the Contract. Except as expressly set forth in the Contract, Customer may not allow access to the Software by third parties and there may be no other use of the Software, without the prior written consent of Robovision, which may be withheld at Robovision’s absolute discretion.
14.3 Customer shall not, and shall not permit others to, directly or indirectly:
(i) use the Software other than for Customer’s internal business purposes and only as expressly authorized by Robovision;
(ii) reverse engineer, disassemble, or decompile the Software or any portion thereof, save for the purposes expressly permitted by applicable law;
(iii) sub-license, rent, lease, assign or otherwise transfer or exploit the Software, or any portion thereof to any third party, unless expressly authorized by Robovision;
(iv) modify the Software or develop any derivative works based on the Software, without the prior notice and consent of Robovision, except for interfaces or links to Customer applications;
(v) allow the Software to become the subject of any charge, lien or encumbrance;
(vi) use the Software for any third-party use;
(vii) combine the Software with any open-source software, unless expressly authorised by Robovision;
(viii) take any action, or fail to take any action that would either cause or prevent (whichever is applicable) the Software or any corresponding documentation to be placed in the public domain; or
(ix) remove, hide or alter any copyright notice or other proprietary notice on any of the Software. 14.4 The following shall at all times be (and remain) the sole and exclusive property of:
(i) Robovision (or its affiliates, or their respective licensors):
(a) the Software and all updates, modifications, functional releases and maintenance releases; (b) the object and source code of Software;
(c) any pipelines (i.e. specific combinations of interconnected (trainable) algorithms) created by or contained within the Software;
(d) algorithm design or underlying network structure (unless public domain or provided by Customer) of the Software;
(e) models contained within the Software; and
(f) additions, derivatives, or other works based thereon or related to the foregoing; (ii) Customer:
(a) Customer information;
(b) the trained parameters and weights of a trained model (i.e. the ‘learned state’ of a single trainable algorithm embedded in and used by the Software, obtained through Customer's input data and annotations during the training phase and therefore dependent on this data provided by Customer);
(c) (augmented, annotated and/or labelled) input data provided by Customer; (d) annotated output data produced through or as a result of the Software; and
(e) any pipelines or algorithms created by Customer, other than those created by or contained within the Software;
it being understood that:
(x) Customer shall under no circumstance be entitled to access to the pipeline or model structure and/or the source or object code of the Software; and
(y) Customer’s use of, and access to, any (trained) models generated by the Software is limited to runtime on the Software, which is subject to Customer having a valid and subsisting Subscription.
Nothing in the Contract shall convey to Customer any title to or any ownership rights in the Software or any derivations thereof. Customer’s sole right in relation to the Software or any other material or software provided hereunder is to use the same under the terms and conditions of this GC 14.
14.5 In consideration for the provision of the Subscriptions, Robovision will charge Subscription fees to Customer. The applicable fees and their conditions are set forth in the Contract. For Subscription fees which are based on parameters, in the event Customer’s parameters change during the Subscription term, Robovision has the right to adjust the Subscription fee immediately to the new parameters. Unless otherwise expressly specified by Robovision, Subscription fees are payable and invoiced prior to the start of the Subscription , and are non-refundable. Robovision may apply indexation (in accordance with the ‘Agoria Referteloonindex Digital’ (as published on www.agoria.be)) to the Subscription fees at any time with thirty (30) days’ prior written notice to Customer. Robovision may also change the Subscription fees when the Subscription is up for renewal with thirty (30) days’ prior written notice to Customer, whereby continued use of the Software by Customer after expiration of the notice period will be construed as Customer’s express acceptance of the changes.
14.6 Unless the Contract explicitly specifies otherwise, Subscriptions shall have a one (1) year term, and shall automatically renew at their expiry date with a further term equal to the expired term, unless Customer provides a termination notice to Robovision (i) ninety (90) days prior to the slated expiry date for Subscriptions with a duration of one (1) year or longer and (ii) sixty (60) days for Subscriptions with a duration of less than one (1) year.
15. Warranties and support
15.1 Robovision provides the Software ‘as is’ and does not provide any warranties in respect of the Software, including (without limitation) that it does not provide any implied warranties of satisfactory quality, fitness for purpose or reasonable skill or care. More specifically, Robovision does not warrant that the Software will operate uninterrupted or error free, that all errors or bugs can be corrected or that the Software will meet Customer’s business requirements. Robovision is not responsible for the results obtained by Customer's use of the Software. Customer acknowledges that it is responsible for independent verification and testing of such results prior to using in its business. Customer accepts responsibility for the selection of the Software to achieve its intended results and acknowledges that the Software has not been developed to meet the individual requirements of Customer. The warranties provided in this GC 15 are exclusive and are in lieu of all other warranties, conditions and guarantees whether written, oral, implied or statutory. No implied or statutory warranty, or warranty or condition of merchantability or fitness for a particular purpose applies.
15.2 Customer further represents and warrants that it shall obtain and maintain all necessary regulatory approvals, licenses and permits applicable to its business and shall comply with all laws, rules and regulations applicable to its business and to the performance of its obligations under the Contract, including as such laws and rules may be revised from time to time. Customer represents and warrants that it will not use the Software for high-risk, unethical, immoral, harmful or unacceptable uses or purposes.
15.3 Robovision reserves the right to update, improve and/or modify the Software any of its functionalities, at any time and for any reason (and Customer is obliged to provide the means necessary for Robovision to carry out the update), in accordance with Robovision ‘Lifecycle Policy’, which will be made available to Customer upon request. If an update, improvement or modification does not materially change and/or affect the Software, these will be implemented without notice. However, Robovision will provide thirty (30) days’ notice to Customer of any updates, improvements or modifications that may materially impact and/or affect the Software. Upgrades, security or corrective measures, preventive maintenance and, where applicable, solutions to support requests may result in additional updates.
15.4 Robovision will provide technical support to remedy any bugs or errors in the Software in accordance with its current service level policy, which shall be provided to Customer (upon request) or accessed online if that option is made available by Robovision. Customer acknowledges that Robovision has the right to change the content and scope of its service level policy, and that it’s right to support is subject to compliance with Robovision’s requirements regarding updates and releases, as set out in its service level policy.
15.5 Customer will:
(i) provide reasonable on-site facilities, local access to Customer’s system and/or remote access capabilities; (ii) co-operate with Robovision in the research of any error or bugs in the Software; and
(iii) train current and future support users on the Software and technical and user operations and shall require such users to complete ongoing training to maintain minimal proficiency.
15.6 Robovision may access, collect, and use any information from or relating to Customer and Customer’s use of the Software (the “Related Information”) for customer and technical support, for regulatory and third-party compliance purposes, to protect and enforce Robovision’s rights, to monitor compliance with and investigate potential breaches of the terms of this Agreement, and to recommend additional products or services to Customer. Robovision may share this information with its partners or affiliates for the same purposes. Customer grants Robovision the perpetual right to use Related Information and any feedback provided by Customer for purposes such as to test, develop, improve, and enhance Robovision’s products and services, and to create and own derivative works based on Related Information and feedback, so long as neither Customer, any end user nor any other individual is identifiable as the source of such information.
III. CLAUSES APPLICABLE TO CLOUD SERVICES
16. Nature, use and access
16.1 Robovision will provide the Cloud Services that are specified in detail in the Contract, as from the date stated in the Contract and for the fees specified in the Contract (whereby GC 14.5 applies mutatis mutandis to Cloud Services hereunder). However, Customer acknowledges and agrees that Robovision may have to take one or more portions of the Cloud Services offline from time to time in order to conduct maintenance or upgrades, including the installation of any patches or other fixes. GC 15.1 applies mutatis mutandis to Cloud Services hereunder, except that Robovision warrants that it will provide the Cloud Services in a professional and workman-like manner consistent with reasonable industry standards. Customer’s sole and exclusive remedy for any failure of the foregoing warranty is for Robovision to re-perform any portion of the Cloud Services that breaches the foregoing or, in the discretion of Robovision, issue a refund of any fees paid for the defective Cloud Services.
16.2 Customer must use reasonable security precautions (including encrypting any personal identification information) in connection with use of the Cloud Services and must cooperate with any investigation of Robovision (or any third-party vendor or provider of Robovision with respect to the Cloud Services hereunder) into service outages, security problems, contractual breaches or other problems that may affect compliance with these GC’s or the Cloud Services provided hereunder. Customer must maintain current account permissions, billing, and other account information up to date pursuant to the then defined procedures of Robovision. Customer must comply with any laws applicable to use of the Cloud Services and with the then current use policy of Robovision.
16.3 Robovision is not responsible to Customer or any third party for unauthorized access to Customer’s data or the unauthorized use of the Cloud Services. Customer is responsible for the use of the Cloud Services by any employee of Customer, any person Customer authorizes to use the Cloud Services, any person to whom Customer has given access to the Cloud Services, and any person who gains access to Customer’s data or the Cloud Services as a result of Customer’s failure to use reasonable security precautions, even if such use was not authorized by Customer.
16.4 Costs and fees related to Cloud Services are not included in the fees for Subscriptions, unless specifically mentioned otherwise in the Contract.
IV. CLAUSES APPLICABLE TO GOODS, EQUIPMENT OR MATERIAL AND SERVICES 17. Deliveries, title transfer, risk of loss & storage
17.1 If the Contract includes delivery of goods, equipment or material, Robovision shall deliver these to Customer ‘Ex Works’ Robovision’s facility or warehouse (Incoterms 2020), unless specifically stated otherwise in the Contract. Partial deliveries are permitted. Robovision may deliver in advance of the delivery schedule. Delivery times are approximate and are dependent upon prompt receipt by Robovision of all information necessary to proceed with the work without interruption. If the goods, equipment or material delivered do not correspond in quantity, type or price to those itemized in the shipping invoice or documentation, Customer shall so notify Robovision within ten (10) days after receipt.
17.2 Title to goods, materials and equipment, and risk of loss, shall pass to Customer upon delivery in accordance with GC 17.1, provided that title shall only pass after receipt of payment in full of the Contract Price.
17.3 If any goods, materials and equipment to be delivered under this Contract cannot be shipped to or received by Customer when ready due to any cause not attributable to Robovision, Robovision may ship these to a storage facility, and all expenses and charges incurred by Robovision related to the storage shall be payable by Customer upon submission of Robovision’s invoices.
18. Warranty
18.1 Robovision provides no other warranty in respect of goods, materials and equipment supplied under the Contract than the warranty extended by its supplier, vendor or subcontractor for such goods, materials and equipment, in terms of scope, duration and remedies.
The warranties and remedies are conditioned upon proper storage, installation, use, operation, and maintenance of goods, materials and equipment, Customer keeping accurate and complete records of operation and maintenance during the warranty period and providing Robovision access to those records, and modification or repair of goods, materials and equipment only as authorized by Robovision in writing. Failure to meet any such conditions renders the warranty null and void. Robovision is not responsible for normal wear and tear.
18.2 Robovision warrants that any services performed shall be performed in a competent, diligent manner, for a period of three (3) months from when the services were performed.
18.3 If goods, materials and equipment or services supplied under the Contract do not meet the above warranties, Customer shall promptly notify Robovision in writing prior to expiration of the warranty period. Robovision shall organise the repair or replacement of the defective goods, materials and equipment and re-perform defective services. If despite Robovision’s reasonable efforts this is not possible, Robovision shall refund Customer for such non-conforming goods, materials and equipment and services. Warranty repair, replacement or re-performance by Robovision shall not extend or renew the applicable warranty period.
18.4 This GC 18 provides the exclusive remedies for all claims based on failure of or defect in goods, materials, equipment and services, regardless of when the failure or defect arises, and whether a claim, however described, is based on contract, warranty, indemnity, tort/extra-contractual liability (including negligence and gross negligence (Dutch: zware fout’), strict or objective liability or otherwise. The warranties provided in this GC 18 are exclusive and are in lieu of all other warranties, conditions and guarantees whether written, oral, implied or statutory. No implied or statutory warranty, or warranty or condition of merchantability or fitness for a particular purpose applies.
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