For the Supply of Products and Services
1. Definitions and Interpretation
In these Terms and Conditions, unless the context otherwise requires, the following definitions apply:
"Agreement" means these Terms and Conditions together with any Order Form, Statement of Work, or other written agreement entered into between the Company and the Customer.
"Company", "we", "us" or "our" means KAIKAKU.AI LIMITED, a company registered in England and Wales with company number 14811754.
"Customer", "you" or "your" means the business entity entering into this Agreement with the Company for the provision of Products and/or Services.
"Products" means any hardware, equipment, devices, software, or other goods supplied by the Company to the Customer, including but not limited to: (a) robotic automation systems and makelines; (b) sensor hardware and monitoring devices; (c) software platforms and applications; (d) artificial intelligence models and machine learning systems; and (e) any related components, accessories, or peripherals.
"Services" means any services provided by the Company to the Customer, including but not limited to: (a) installation and deployment services; (b) training and onboarding; (c) maintenance and support; (d) software-as-a-service (SaaS) offerings; (e) data analytics and reporting; (f) consulting and advisory services; and (g) pilot programmes and trials.
"Pilot Programme" or "Pilot" means a trial or evaluation period during which the Customer may use the Products and/or Services under agreed terms, subject to specific limitations and conditions.
"Intellectual Property Rights" means all patents, copyrights, design rights, trademarks, trade secrets, know-how, database rights, and all other intellectual property rights, whether registered or unregistered, and all applications for the same, anywhere in the world.
"Confidential Information" means any information disclosed by one party to the other that is marked as confidential or would reasonably be considered confidential given the nature of the information and circumstances of disclosure.
"Data" means all data, information, and content input, uploaded, transmitted, or otherwise made available through the Products or Services by or on behalf of the Customer.
"Documentation" means any user guides, manuals, specifications, technical documents, or other materials provided by the Company relating to the Products and Services.
"Fees" means the charges payable by the Customer for the Products and Services as set out in the relevant Order Form or as otherwise agreed in writing.
"Order Form" means any order, purchase order, statement of work, or other document specifying the Products and/or Services to be provided and the applicable terms.
"Site" means the Customer's premises or other location where the Products are to be installed or the Services are to be performed.
"Business Day" means any day other than a Saturday, Sunday, or public holiday in England.
2. Application of Terms
2.1 These Terms and Conditions apply to all contracts for the supply of Products and Services by the Company to the Customer and shall prevail over any terms and conditions proposed by the Customer, whether contained in purchase orders, acknowledgements, or otherwise.
2.2 No variation to these Terms shall be binding unless agreed in writing and signed by an authorised representative of the Company.
2.3 By placing an order with the Company, or by accessing or using the Products or Services, the Customer accepts these Terms and Conditions in full.
2.4 The Company reserves the right to amend these Terms from time to time. Such amendments shall be effective upon publication on the Company's website or notification to the Customer.
3. Orders and Acceptance
3.1 All orders placed by the Customer are subject to acceptance by the Company. The Company reserves the right to refuse any order at its sole discretion.
3.2 An order shall be deemed accepted upon: (a) written confirmation from the Company; (b) execution of an Order Form by both parties; or (c) commencement of supply of the Products or Services.
3.3 Any quotation given by the Company is valid for thirty (30) days from its date unless otherwise specified in writing.
3.4 The Customer is responsible for ensuring the accuracy of any order or specification submitted to the Company.
4. Pilot Programmes and Trials
4.1 Where the Company agrees to provide Products and/or Services under a Pilot Programme, the following additional terms shall apply:
4.2 Pilot Duration: Unless otherwise agreed in writing, Pilot Programmes shall run for a defined period as specified in the relevant Order Form. The Company may extend or terminate the Pilot at its discretion upon reasonable notice.
4.3 Pilot Scope: The scope, functionality, and features available during a Pilot may be limited compared to full commercial deployment. The Company makes no warranty that all features will be available during the Pilot period.
4.4 Pilot Fees: Pilot Programmes may be provided at reduced fees, no fee, or subject to specific pricing arrangements as agreed between the parties. Any promotional or reduced pricing applies only during the agreed Pilot period.
4.5 Data and Feedback: The Customer agrees that the Company may collect operational data, performance metrics, and feedback during the Pilot for the purposes of product development, improvement, and evaluation. Such data collection shall be subject to Section 11 (Data Protection) of these Terms.
4.6 Conversion: At the conclusion of a Pilot, the Customer may elect to continue use of the Products and/or Services under full commercial terms. If the Customer does not elect to continue, all Products must be returned and access to Services terminated in accordance with Section 15.
4.7 No Commitment: Participation in a Pilot does not obligate either party to enter into a full commercial agreement. The Company reserves the right to modify, discontinue, or materially change the Products or Services following the Pilot period.
4.8 Pilot Limitations: During a Pilot, the Customer acknowledges that: (a) the Products and Services may be in development or beta status; (b) certain features may be experimental; (c) support levels may differ from commercial terms; and (d) service level commitments may not apply.
5. Supply of Products
5.1 The Company shall supply the Products to the Customer in accordance with the specifications set out in the relevant Order Form and Documentation.
5.2 Delivery dates are estimates only and time shall not be of the essence. The Company shall not be liable for any delay in delivery.
5.3 Risk in the Products shall pass to the Customer upon delivery. Title to the Products shall pass upon receipt of full payment, unless otherwise agreed in writing.
5.4 The Customer shall inspect the Products promptly upon delivery and notify the Company of any defects or damage within seven (7) days of delivery.
5.5 Installation of Products shall be performed by the Company or its authorised representatives unless otherwise agreed. The Customer shall provide suitable access, facilities, and cooperation for installation.
5.6 Where Products require connection to the Customer's systems, networks, or infrastructure, the Customer is responsible for ensuring compatibility and obtaining any necessary consents or approvals.
6. Supply of Services
6.1 The Company shall provide the Services with reasonable skill and care in accordance with the specifications set out in the relevant Order Form.
6.2 The Company reserves the right to make changes to the Services that do not materially affect the nature or quality of the Services provided.
6.3 Where Services include software or SaaS components, the Customer is granted a non-exclusive, non-transferable licence to use such software solely for the Customer's internal business purposes during the term of this Agreement.
6.4 The Company may subcontract or delegate the performance of Services, provided that the Company remains responsible for the acts and omissions of any subcontractor.
6.5 Service levels, response times, and availability commitments shall be as set out in any applicable Service Level Agreement or Order Form.
7. Customer Obligations
7.1 The Customer shall:
provide accurate and complete information as required by the Company;
ensure that all necessary consents, licences, and permissions are obtained for the use of the Products and Services;
comply with all applicable laws and regulations in connection with the use of the Products and Services;
maintain the Products in good condition and in accordance with the Documentation;
not modify, disassemble, reverse engineer, or tamper with the Products without prior written consent;
notify the Company promptly of any defects, malfunctions, or issues with the Products or Services;
provide reasonable access to the Site for installation, maintenance, and support;
ensure adequate training of personnel who will operate or interact with the Products.
7.2 The Customer shall not use the Products or Services for any unlawful purpose or in any manner that could damage, disable, or impair the Products or Services.
7.3 The Customer is responsible for the security of any login credentials, access codes, or authentication mechanisms provided for use of the Products or Services.
8. Fees and Payment
8.1 The Customer shall pay the Fees in accordance with the payment terms set out in the relevant Order Form.
8.2 Unless otherwise stated, all Fees are exclusive of VAT and any other applicable taxes, which shall be payable by the Customer at the prevailing rate.
8.3 Unless otherwise agreed, the Company shall invoice the Customer and payment shall be due within thirty (30) days of the invoice date.
8.4 If the Customer fails to make payment when due, the Company may: (a) charge interest on overdue amounts at 4% above the Bank of England base rate; (b) suspend provision of the Products and Services; and/or (c) terminate this Agreement.
8.5 The Company reserves the right to adjust Fees upon thirty (30) days' written notice, provided that such adjustments shall not apply to Orders already accepted.
8.6 All Fees are non-refundable except as expressly stated in this Agreement.
9. Intellectual Property Rights
9.1 All Intellectual Property Rights in the Products, Services, Documentation, and any modifications, improvements, or derivatives thereof shall remain the exclusive property of the Company or its licensors.
9.2 Nothing in this Agreement transfers any ownership of Intellectual Property Rights to the Customer. The Customer is granted only the limited licence rights expressly set out herein.
9.3 The Customer shall not: (a) copy, modify, or create derivative works of the Products or Services; (b) remove or alter any proprietary notices; (c) sell, sublicence, or transfer rights to any third party; or (d) use the Company's trademarks or branding without prior written consent.
9.4 Any feedback, suggestions, or ideas provided by the Customer regarding the Products or Services may be freely used by the Company without any obligation or compensation to the Customer.
9.5 The Customer retains ownership of its Data, but grants the Company a non-exclusive licence to use such Data as necessary to provide the Products and Services and to develop and improve the Company's offerings.
9.6 The Company may use anonymised and aggregated data derived from the Customer's use of the Products and Services for analytics, benchmarking, and product development purposes.
10. Confidentiality
10.1 Each party agrees to keep confidential all Confidential Information disclosed by the other party and not to disclose such information to any third party without the prior written consent of the disclosing party.
10.2 The obligations of confidentiality shall not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was already known to the receiving party prior to disclosure; (c) is independently developed by the receiving party; or (d) is required to be disclosed by law or regulatory authority.
10.3 The receiving party may disclose Confidential Information to its employees, agents, and subcontractors who need to know such information for the purposes of this Agreement, provided that such persons are bound by confidentiality obligations no less restrictive than those contained herein.
10.4 The obligations of confidentiality shall survive termination of this Agreement for a period of three (3) years.
11. Data Protection
11.1 Both parties shall comply with all applicable data protection laws, including the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018.
11.2 To the extent that the Company processes personal data on behalf of the Customer, the Company shall act as a data processor and shall process such data only in accordance with the Customer's instructions.
11.3 The Company shall implement appropriate technical and organisational measures to protect personal data against unauthorised or unlawful processing and against accidental loss, destruction, or damage.
11.4 The parties shall enter into a Data Processing Agreement where required by applicable law, setting out the specific terms of data processing.
11.5 The Customer warrants that it has all necessary consents and legal bases to provide personal data to the Company for processing in connection with the Products and Services.
12. Warranties and Disclaimers
12.1 The Company warrants that: (a) it has the right to provide the Products and Services; (b) the Products will conform substantially to the Documentation for a period of twelve (12) months from delivery (or such other period as specified in the Order Form); and (c) the Services will be performed with reasonable skill and care.
12.2 The Company's sole obligation and the Customer's sole remedy for breach of the warranty in clause 12.1(b) shall be, at the Company's option, repair or replacement of the defective Product or re-performance of the defective Service.
12.3 The warranties in clause 12.1 do not apply to defects caused by: (a) misuse, negligence, or accident; (b) modification or alteration by parties other than the Company; (c) failure to follow Documentation or instructions; (d) use with incompatible equipment or software; or (e) normal wear and tear.
12.4 EXCEPT AS EXPRESSLY SET OUT IN THIS AGREEMENT, ALL WARRANTIES, CONDITIONS, AND OTHER TERMS IMPLIED BY STATUTE OR COMMON LAW ARE, TO THE FULLEST EXTENT PERMITTED BY LAW, EXCLUDED.
12.5 THE PRODUCTS AND SERVICES ARE PROVIDED ON AN 'AS IS' BASIS FOR PILOT PROGRAMMES. NO WARRANTY IS GIVEN THAT THE PRODUCTS OR SERVICES WILL MEET THE CUSTOMER'S REQUIREMENTS OR ACHIEVE ANY PARTICULAR RESULTS.
13. Limitation of Liability
13.1 Nothing in this Agreement excludes or limits liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot be excluded or limited by law.
13.2 Subject to clause 13.1, the Company's total aggregate liability under or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the greater of: (a) the total Fees paid by the Customer in the twelve (12) months preceding the claim; or (b) £10,000.
13.3 Subject to clause 13.1, the Company shall not be liable for: (a) loss of profits; (b) loss of business; (c) loss of revenue; (d) loss of data; (e) loss of goodwill; (f) business interruption; or (g) any indirect, special, or consequential loss or damage, howsoever arising.
13.4 The Customer acknowledges that the limitations of liability in this clause reflect the allocation of risk between the parties and are reflected in the Fees charged.
14. Indemnification
14.1 The Customer shall indemnify, defend, and hold harmless the Company and its officers, directors, employees, and agents from and against any claims, damages, losses, costs, and expenses (including reasonable legal fees) arising from or in connection with: (a) the Customer's breach of this Agreement; (b) the Customer's use of the Products or Services; (c) any claims by third parties relating to the Customer's Data; or (d) the Customer's violation of applicable laws.
14.2 The Company shall indemnify the Customer against any claims that the Products or Services infringe the Intellectual Property Rights of a third party, provided that the Customer: (a) promptly notifies the Company of any such claim; (b) grants the Company sole control of the defence; and (c) provides reasonable assistance.
15. Term and Termination
15.1 This Agreement shall commence on the date specified in the Order Form and shall continue for the term specified therein unless terminated earlier in accordance with this clause.
15.2 Either party may terminate this Agreement: (a) by giving thirty (30) days' written notice to the other party (or such other notice period as specified in the Order Form); (b) immediately if the other party commits a material breach that is not remedied within fourteen (14) days of written notice; or (c) immediately if the other party becomes insolvent, enters administration, liquidation, or ceases to carry on business.
15.3 The Company may terminate or suspend this Agreement immediately if the Customer fails to pay any Fees when due.
15.4 Upon termination: (a) the Customer shall cease use of the Products and Services; (b) the Customer shall return or destroy all Company property, Documentation, and Confidential Information; (c) for Products sold to the Customer, title shall remain with or revert to the Company if Fees remain unpaid; (d) for Products provided under Pilot or lease, the Customer shall return such Products to the Company at the Customer's expense; and (e) any outstanding Fees shall become immediately due and payable.
15.5 Termination shall not affect any rights or obligations that have accrued prior to termination.
15.6 The provisions of this Agreement that by their nature should survive termination shall continue in force, including clauses relating to Intellectual Property, Confidentiality, Limitation of Liability, and Governing Law.
16. Force Majeure
16.1 Neither party shall be liable for any failure or delay in performing its obligations under this Agreement to the extent that such failure or delay is caused by circumstances beyond its reasonable control, including but not limited to: acts of God, natural disasters, war, terrorism, riot, civil unrest, government action, pandemic, epidemic, labour disputes, failure of utilities or communications, or supply chain disruption.
16.2 The affected party shall give prompt notice of any force majeure event and shall use reasonable efforts to mitigate its effects.
16.3 If a force majeure event continues for more than sixty (60) days, either party may terminate this Agreement upon written notice.
17. General Provisions
17.1 Assignment: The Customer may not assign, transfer, or novate this Agreement or any rights or obligations hereunder without the prior written consent of the Company. The Company may assign this Agreement to any affiliate or in connection with a merger, acquisition, or sale of assets.
17.2 Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements, representations, and understandings relating to its subject matter.
17.3 Severability: If any provision of this Agreement is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.
17.4 Waiver: No failure or delay by either party in exercising any right shall constitute a waiver of that right. Any waiver must be in writing.
17.5 Third Party Rights: A person who is not a party to this Agreement shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
17.6 Notices: All notices under this Agreement shall be in writing and sent to the addresses specified in the Order Form or as otherwise notified in writing.
17.7 Relationship: Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between the parties.
18. Governing Law and Jurisdiction
18.1 This Agreement and any dispute or claim arising out of or in connection with it shall be governed by and construed in accordance with the laws of England and Wales.
18.2 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement.
18.3 Notwithstanding clause 18.2, the Company may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its Intellectual Property Rights.
19. Contact Information
For questions, notices, or enquiries regarding these Terms and Conditions, please contact:
KAIKAKU.AI LIMITED
Unit 1 - Ground Floor, 12-18 Hoxton Street
London, N1 6NG
United Kingdom
Email: josef@kaikaku.ai
Website: www.kaikaku.ai