1. Terms and Conditions

1.1.    These are the Terms and Conditions for Welbot Limited , a company incorporated in Scotland (registered number SC569751) with registered office at Trinity House, 29 Lynedoch Street, Glasgow, Scotland, G3 6EF (the “Company”) in relation to the service provided to the Customer through the Website (“Service”).

1.2.    These Terms and Conditions together with the Services Confirmation form the agreement between the Company and the Customer for the Services ("Agreement").

2. Definitions

2.1.    Definitions used in the Services Confirmation will have the same meaning when used in these Terms and Conditions.

2.2.    The following definitions apply to these Terms and Conditions.

App: means the mobile or desktop application provided by the Company to End-Users.

Business Day: any day which is not a Saturday, Sunday or public holiday in Scotland.

Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or which ought reasonably to be treated as confidential.

Customer: means the customer who subscribes to the Services as specified in the Services Confirmation.

Customer Data: the data inputted by the Customer or the End-User for the purpose of using the Services.

Data Protection Legislation: means unless and until the GDPR is no longer directly applicable in the UK, the GDPR and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, and then any successor legislation in the UK to the GDPR.

Effective Date: the date on which the Customer accepts these Terms and Conditions via the Services Confirmation.

End-User: means third parties to whom the Customer makes the Services available through the Website or App.

GDPR: General Data Protection Regulation ((EU) 2016/679).

Normal Business Hours: 9am to 5pm local UK time, each Business Day.

Services: the services provided by the Company to the Customer under this Agreement via the Website.

Services Confirmation: means the signed Services Confirmation document containing details of Subscription Fees and where these Terms and Conditions are accepted.

Software: the online software applications provided by the Company as part of the Services.

Subscription Fees: the annual subscription fees payable by the Customer to the Company under this Agreement.

Subscription Term: has the meaning given in clause 13.1.

Website: the website at www.welbot.io or any other website notified to the Customer by the Company from time to time.

3. Right of Use

3.1.    The Company grants to the Customer from the Effective Date a non-exclusive, non-transferable right to use the Services during the Subscription Term in accordance with this Agreement.

3.2.    The Customer shall not (except to the extent expressly permitted under this Agreement), attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software in any form or media or by any means; or

3.2.1.    attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or

3.2.2.    access all or any part of the Services in order to build a product or service which competes with the Services; or

3.2.3.    except as otherwise stated in this Agreement, use the Services to provide services to third parties; or

3.2.4.    except as otherwise stated in this Agreement, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party, or

3.2.5.    attempt to obtain, or assist third parties in obtaining, access to the Services other than as provided under this Agreement.

3.3.    The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, promptly notify the Company.

4. Services

4.1.    The Company shall, during the Subscription Term, provide the Services to the Customer on and subject to the terms of this Agreement. The Services Confirmation shall specify the Subscription Fees in accordance with the licence package the Customer has subscribed to.

4.2.    The Company shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for any planned maintenance carried out. The Customer shall be given one weeks prior written notice of such planned maintenance.

4.3.    The Company will, as part of the Services and at no additional cost to the Customer, provide the Customer with the Company's standard customer support services during Normal Business Hours. This includes support provided by email.

4.4.    The Customer may upgrade at any time to a more expensive licence package, but this will be subject to a new Agreement between the parties incorporating these Terms and Conditions.

5. Customer Data and Results

5.1.    The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer and the Company are each a data controller (where data controller has the meaning defined in the Data Protection Legislation.

5.2.    The Customer shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data. Subject to clause 5.2, the Company does not monitor any Customer Data posted or provided by the Customer as part of the Services. The Company shall only process Customer Data in accordance with this Agreement and as set out in the Company's privacy policy (as amended from time to time).

5.3.    Notwithstanding clause 5.1 above, and subject to any End-User consents required under the Data Protection Legislation, the Company shall have the right to perform statistical analysis of the Customer Data for the creation of anonymised statistical data. Such anonymised data shall belong to the Company and may be licensed to third parties.

5.4.    The parties shall comply at all times with the Data Protection Legislation and shall not perform their obligations under this Agreement in such a way as to cause either party to breach any of its obligations under the Data Protection Legislation.

6. Customer Obligations

6.1.    The Customer shall provide the Company with all necessary co-operation in relation to this Agreement and all necessary access to such information as may be required by the Company in order to provide the Services, including but not limited to Customer Data, security access information and configuration services.

6.2.    The Customer shall comply with all applicable laws and regulations with respect to its activities under this Agreement and shall carry out all other Customer responsibilities set out in this Agreement in a timely and efficient manner.

6.3.     The Customer shall obtain and shall maintain all necessary licences, consents, and permissions necessary to enable it to receive the Services from the Company.

6.4.    The Customer shall ensure that its network and systems comply with any relevant specifications provided by the Company from time to time and be solely responsible for procuring and maintaining its network and internet connections.

7. The Company Obligations

7.1.    The Company undertakes that the Services will be performed with reasonable skill and care.

7.2.    The undertaking at clause 7.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to the Company's instructions, or modification or alteration of the Services by any party other than the Company or the Company's duly authorised contractors or agents. If the Services do not conform with this undertaking, the Company will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer's sole and exclusive remedy for any breach of the undertaking set out in clause 7.1. Notwithstanding this, the Company:

7.2.1.    does not warrant that the Customer's use of the Services will be uninterrupted or error-free; or that the Services and/or the information obtained by the Customer through the Services will meet the Customer's requirements; and

7.2.2.    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.

7.3.    This Agreement shall not prevent the Company from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this Agreement.

7.4.    The Company warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this Agreement.

8. Rights in the Services

8.1.    All intellectual property rights in the Services are owned by or validly licensed to the Company.

8.2.    Software provided in relation to the Services are provided solely in relation to the Customer’s use of the Services in accordance with this Agreement and are not provided, or to be used, for any other purpose.

9. Payment

9.1.    The Customer shall pay the Subscription Fees to the Company in advance of using the Services and in accordance with this clause 9.

9.2.    The Customer shall provide to the Company valid, up-to-date and complete credit card details or approved purchase order information acceptable to the Company and any other relevant valid, up-to-date and complete contact and billing details.

9.3.    The Customer shall pay each invoice issued by the Company within 14 days after the date of such invoice. If the Company has not received payment within 14 days after the due date, and without prejudice to any other rights and remedies of the Company:

9.3.1.    The Company may, without liability to the Customer, disable the Customer’s password, account and access to all or part of the Services and the Company shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and

9.3.2.    interest shall accrue on such due amounts at an annual rate equal to 3% over the then current base lending rate of Royal Bank of Scotland at the date the relevant invoice was issued, commencing on the due date and continuing until fully paid, whether before or after judgment.

9.4.    All amounts and fees stated or referred to in this Agreement shall be payable in pounds sterling, are non-cancellable and non-refundable, and are exclusive of value added tax, which shall be added to the Company's invoice(s) at the appropriate rate (where applicable).

10. Confidentiality

10.1.    Each party (Receiving Party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Receiving Party by the other party (Disclosing Party), its employees, agents or subcontractors, and any other confidential information concerning the Disclosing Party's business or its products or its services which the Receiving Party may obtain.

10.2.    The Receiving Party shall restrict disclosure of such confidential information to such of its employees, agents or subcontractors as need to know it for the purpose of discharging the Receiving Party's obligations under the Agreement, and shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Receiving Party. This clause shall survive termination of the Agreement.

10.3.    Notwithstanding the terms of clause 10.1 and 10.2 above the Company shall be entitled to reference the Customer as being a customer of the Company in relation to its marketing activities.

11. Indemnity

11.1.    The Customer shall defend, indemnify and hold harmless the Company against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer's use of the Services including but not limited to the Customer's breach of the Data Protection Legislation.

11.2.    The Company shall defend the Customer, its officers, directors and employees against any claim that the Services infringes any copyright, trade mark, database right or right of confidentiality, and shall indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such claims, provided that:

11.2.1.    the Company is given prompt notice of any such claim;

11.2.2.    the Customer provides reasonable co-operation to the Company in the defence and settlement of such claim, at the Company's expense; and

11.2.3.    the Company is given sole authority to defend or settle the claim.

11.3.    In the defence or settlement of any claim, the Company may procure the right for the Customer to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate this Agreement on 2 Business Days’ notice to the Customer without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer.

11.4.    In no event shall the Company, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on:

11.4.1.    a modification of the Services by anyone other than the Company; or

11.4.2.    the Customer's use of the Services in a manner contrary to the instructions given to the Customer by the Company; or

11.4.3.    the Customer's use of the Services after notice of the alleged or actual infringement from the Company or any appropriate authority.

11.5.    The foregoing and clause 12 state the Customer's sole and exclusive rights and remedies, and the Company'’s entire obligations and liability, for infringement of any copyright, trade mark, database right or right of confidentiality.

12. Liability

12.1.    This clause 12 sets out the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents, consultants and subcontractors) to the Customer in respect of:

12.1.1.    any breach of the Agreement however arising;

12.1.2.    any use made by the Customer of the Services; and

12.1.3.    any representation, statement or delictual act or omission (including negligence) arising under or in connection with the Agreement.

12.2.    Except as expressly and specifically provided in this Agreement:

12.2.1.    the Company shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to the Company by the Customer in connection with the Services, or any actions taken by the Company at the Customer's direction;

12.2.2.    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 this Agreement; and

12.2.3.    the Services are provided to the Customer on an "as is" basis.

12.3.    Nothing in these Terms seeks to exclude either party's liability for death or personal injury caused by negligence or for fraud or fraudulent misrepresentation. However beyond that the Company excludes all other liability to the extent permitted at law.

12.4.    Subject to clause 12.3, in no event shall either party be liable for any loss of business, loss of profit, loss or corruption of data or for any indirect or consequential loss, and the Company'ss total aggregate liability arising under the Agreement or otherwise relating to the Services shall be limited to £100,000.

13. Term and Termination

13.1.    The Agreement will be for an initial period of 12 months and continue thereafter (the “Subscription Term”) until either party gives written notice to the other party to terminate with 60 days prior written notice or unless the Agreement is otherwise terminated under the remaining provisions of this clause 13.

13.2.    Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate this Agreement without liability to the other if:

13.2.1.    the other party commits a material breach of any of the terms of this Agreement and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach; or

13.2.2.    the other party is insolvent within the meaning of section 123 of the Insolvency Act 1986; or

13.2.3.    the other party ceases, or threatens to cease, to trade.

13.3.    On termination of this Agreement for any reason:

13.3.1.    all licences granted under this Agreement shall immediately terminate;

13.3.2.    each party shall return and make no further use of any equipment, property and other items (and all copies of them) belonging to the other party; and

13.3.3.    the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced.

14. Dispute Resolution

14.1.    In the event the parties are unable to resolve a dispute between them arising out of or relating to the Agreement, and except for claims for interdict or other similar relief, the parties will attempt to settle it by mediation in accordance with the Centre for Effective Dispute Resolution Model Mediation Procedure. Unless otherwise agreed between the parties, the mediator will be nominated by the Centre for Effective Dispute Resolution and the mediation will take place in Scotland. The mediation agreement referred to in the Model Procedure shall be governed by Scots law.

14.2.    If the dispute is not settled by mediation within 10 days of commencement of the mediation or within such further period as the parties may agree in writing, the parties shall be free to seek to resolve the dispute by such other means subject always to clause 16.

15. General

15.1.    If either party chooses to waive any particular right it has under the Agreement on any particular occasion this does not prevent it from exercising that right on another occasion.

15.2.    Each party undertakes to ensure that it shall not reduce or diminish the reputation, image and prestige of of the other party through use or provision (as applicable) of the Services.

15.3.    No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

15.4.    If any part of the Agreement is held by a court of law (or similar forum) to be invalid or unenforceable, this shall not affect the validity or enforceability of the rest of the Agreement.

15.5.    The Company shall have no liability to the Customer under this Agreement if it is prevented from or delayed in performing its obligations under this Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control.

15.6.    The Customer is not entitled to transfer or assign its rights and obligations under the Agreement to anyone else.

15.7.    The Company may at any time assign, mortgage, charge, declare a trust over or deal in any other manner with any or all of its rights under this Agreement.

15.8.    Nothing in the Agreement is intended to, or shall operate to, create a partnership between the parties, or to authorise either party to act as agent for the other, and neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

15.9.    All notices required or permitted under the Agreement will be in writing which shall include email. Any notice shall be deemed to have been duly received:

15.9.1.    if delivered personally, when left at the address and for the contact provided by the receiving party;

15.9.2.    if sent by pre-paid first-class post or recorded delivery, at 9.00 am on the second business day after posting;

15.9.3.    if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; and

15.9.4.    if sent by email, at the time of transmission if no failed delivery message is received by the sender.

15.10.    The provisions of clause 15.9 above shall not apply to the service of any proceedings or other documents in any legal action.

16. Law and Jurisdiction

16.1.    The Agreement, including the Services Confirmation referencing these Terms and Conditions, constitutes the complete and exclusive understanding and agreement between Customer and the Company regarding its subject matter and supersedes all prior or other agreements or understandings, written or oral, relating to its subject matter (including any proposal the Company may have issued to the Customer). Each party acknowledges that, in entering into the Agreement it does not rely on any statement, representation, assurance or warranty (whether it was made negligently or innocently) of any person (whether a party to the Agreement or not) other than as expressly set out in the Agreement.

16.2.    If there are any disputes arising out of use of the Service or relating to the Agreement then these will be governed by the laws of Scotland. If either party requires to raise court proceedings in relation to any such dispute then the courts of Scotland shall have exclusive jurisdiction under this Agreement in relation to those proceedings.