1. WHO WE ARE

1.1. We are Robot Mascot Ltd, a limited company registered in England, with company number 09468168 and registered address at 15 Palace Street, Norwich, Norfolk, England, NR3 1RT.

1.2. You can contact us at info@robotmascot.com.

2. OUR SERVICES

2.1. We provide consultancy services on the development and implementation of business plans, financial projections, pitch decks and valuation reports to startups and small and medium enterprises (“Services”).

3. OUR CONTRACT WITH YOU

3.1. Whenever you want to engage us to provide the Services to you, you shall fill in an online order form (“Order Form”). You will receive a link to the Order Form via email.

3.2. When we receive the Order Form, we will confirm if we can accept the Order Form. When we send you an email confirming that we have accepted the Order Form, a contract will be formed between we and you for the supply of the Services you have chosen in the Order Form (“Selected Services”) in accordance with these terms and conditions and the Order Form (“Contract”).

3.3. The information about the Services available in Appendix One shall form part of the Contract and shall be incorporated into it by reference.

4. PRICE AND PAYMENT

4.1. In consideration of the supply of the Selected Services, you shall pay the fees set out in the Order Form (“Fees”).

4.2. In addition to the Fees, you shall reimburse all reasonable expenses we properly and necessarily incur in connection of the supply of the Services (“Expenses”), provided that you have previously approved them and subject to production of receipts or other appropriate evidence of payment.

4.3. The Fees and the Expenses shall be paid in accordance with the payment terms set out in the Order Form (“Payment Terms”).

4.4. If the Fees or Expenses are not paid on the dates set out in the Payment Terms, without prejudice to any other rights and remedies we may have, we reserve the right to charge interest on late payment at the rate of 8% per year above the Bank of England base rate. Interest on late payment will be due from the date the invoice was raised, until it is paid. Additionally, any costs reasonably incurred in the recovery of the outstanding sums shall be added to the balance due.

5. OUR OBLIGATIONS

5.1. We shall supply the Selected Services with reasonable skill and care and in accordance with the Contract in all material respects.

5.2. We will use our reasonable efforts to meet any delivery dates agreed with you, but any such dates shall be estimates only and time shall not be of essence of the Contract.

5.3. We reserve the right to amend the Services (including the Selected Services) if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services. We will notify you in any such event.

6. YOUR OBLIGATIONS

6.1. You shall provide us with any information we request you in connection with the Contract and the supply of the Selected Services (including any information and materials set out in the Order Form (“Materials”).

6.2. If we tell you that any such information shall be provided up to a certain date, you shall ensure that you provide the requested information within that timeframe.

6.3. You shall ensure that any information you provide us (including any information in the Order Form) is true, accurate and complete.

6.4. You may be required to provide information in respect of the Selected Services via our online platform (for which you will be given access from the commencement of the corresponding Selected Services) and you shall provide the information through this channel if we request you to do so.

6.5. You shall obtain and maintain all necessary licences, permissions and consents which may be required for the Selected Services before the date on which the Selected Services are to start.

6.6. You shall cooperate with us in all matters relating to the Selected Services and provide us, our employees, agents, consultants and subcontractors, with access to your premises and systems as we reasonably require.

6.7. You shall pay the Fees and Expenses in accordance with the Payment Terms.

7. LIMITATION OF LIABILITY

7.1. We shall not be liable for any losses and damages arising out of or in connection with any delays or failures not caused by us, including but not limited to losses and damages related to:

7.1.1. your failure to comply with your obligations under the Contract (including your obligations to timely provide us with information we request in connection with the Selected Services);

7.1.2. the liabilities which are excluded or limited under Appendix One;

7.1.3. acts or omissions of third parties to which we subcontract any part of the Services;

7.1.4. issues with internet connection; and

7.1.5. any delays not caused by us.

7.2. Although our Services are designed to improve the chances of you obtaining financing to your business and promote the growth of your business, we do not warrant nor guarantee any results. In particular, we do not warrant nor guarantee:

7.2.1. any kind of success in your business;

7.2.2. achievement of any specific goals or targets;

7.2.3. increase of income and finance levels;

7.2.4. the achievement of any expectation you may have in relation to the Services and their outcomes.

7.3. To the extent permitted by law, our liability to you (in contract, in tort or otherwise) will be limited to the Fees and we will not be liable for:

7.3.1. any indirect, punitive, special or consequential damages or losses;

7.3.2. any damage or loss related to any item we do not warrant nor guarantee in accordance with clause 7.2;

7.3.3. loss of profits or anticipated savings;

7.3.4. business interruption;

7.3.5. loss of income; or

7.3.6. loss of opportunities.

8. TERM AND TERMINATION
8.1. The Contract shall commence in accordance with clause 3.2. Unless otherwise terminated in accordance with this clause, the Contract will remain in full force and effect for the duration set out in the Order Form (“Term”).

8.2. Either party may terminate the Contract by giving written notice to the other party within the cancellation periods and in accordance with the cancellation guidelines set out in Appendix One.

8.3. Either party may also terminate the Contract by giving written notice to the other party with immediate effect if:

8.3.1. the other party commits a material breach of the provisions of the Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of thirty (30) days after being notified in writing to do so; or

8.3.2. the other party enters into a composition or arrangement with its creditors, takes any step (or any step is taken) in relation to its winding-up, dissolution, administration, re-organisation, receivership or liquidation, is or is deemed to be unable to pay its debts as they fall due, ceases or threatens to cease trading or any event similar or analogous to any of the above occurs in respect of the other party in any jurisdiction.

8.4. Upon termination of the Contract:

8.4.1. you shall immediately pay any outstanding unpaid invoices and interest;

8.4.2. in respect of Selected Services supplied but for which no invoice has been submitted, we shall submit an invoice, which shall be payable immediately on receipt; and

8.4.3. you shall return all materials which have not been fully paid for.

8.5. Termination of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.

8.6. Any provision of the Contract that expressly or by implication is intended to come into force, or continue in force, on or after termination of the Contract shall remain in full force and effect.

9. INTELLECTUAL PROPERTY

9.1. For the purposes of the Contract, Intellectual Property Rights mean any and all copyright, rights in inventions, patents, know-how, trade secrets, trademarks and trade names, service marks, design rights, rights in get-up, database rights and rights in data, utility models, domain names and all similar rights and, in each case: (i) whether registered or not; (ii) including any applications to protect or register such rights; (iii) including all renewals and extensions of such rights or applications; (iv) whether vested, contingent or future; and (v) wherever existing.

9.2. We assign to you, with full title guarantee, and without restriction, all right, title and interest in and to all existing and future Intellectual Property Rights (including future copyright and design right) subsisting in or relating to the materials and reports we provide you as part of the Selected Services. For the avoidance of doubt, the assignment under this Clause 9.2 shall take effect from the date on which the relevant materials or reports were delivered to you.

9.3. You grant us a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials you provide us for the purpose of performing our obligations in connection with the Selected Services.

10. FORCE MAJEURE

10.1. Neither we nor you shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of the set out therein if such delay or failure result from events, circumstances or causes beyond our or your reasonable control (as applicable) (“Force Majeure Event”).

10.2. Force Majeure Events include (but are not limited to):

10.2.1. government enforced policies;

10.2.2. pandemics and related restrictions;

10.2.3. natural disasters;

10.2.4. extreme and/or adverse weather;

10.2.5. riots;

10.2.6. any industrial dispute, lock-out strikes; and

10.2.7. war.

10.3. If the Force Majeure Event lasts for more than 90 days either party may terminate the Contract by giving written notice to the other party.

11. CONFIDENTIALITY

11.1. Each party undertakes that it shall not at any time during the Contract, and for a period of two years after termination of the Contract, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted under clause 11.2.

11.2. Each party may disclose the other party’s confidential information:

11.2.1. to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 11;

11.2.2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

11.3. Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.

12. DATA PROTECTION

12.1. Your personal data will be processed in accordance with the Data Protection Act 2018 and the (Retained EU Legislation) Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation) (the “UK GDPR”) and our privacy policy available at https://robotmascot.co.uk/privacy-policy/.

13. STATUS

13.1. Our relationship with you will be that of independent contractor and nothing in this agreement shall render us or any third party engaged by us in connection with the Contract your employee, worker, agent or partner. We shall not hold ourselves out as such.

14. GENERAL

14.1. Assignment and other dealings: you shall not at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of your rights and obligations under the Contract without our consent. For the avoidance of doubt, we may subcontract any of our rights and obligations under the Contract at our discretion.

14.2. Entire Agreement: The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, warranties, representations and understandings between we and you relating to its subject matter.

14.3. Waiver: A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy.

14.4. Severance: If any provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision is deleted under this clause, we and you shall negotiate in good faith a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

14.5. Notices: Any notice required to be given under the Contract shall be in writing and shall be delivered personally, or sent by pre-paid first class post or by commercial courier, or sent by email to contact details set out in the Order Form. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.

14.6. Governing law. The Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the law of England and Wales.

14.7. Jurisdiction. We and you irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.

Notice Regarding Terms and Conditions:
These Terms and Conditions shall apply to all contracts formed on or after 1 January 2025. For contracts formed prior to this date, the applicable terms and conditions can be accessed at the following link: https://www.robotmascot.co.uk/terms-and-conditions-2024/.

Appendix One:
Services and Cancellations

INVESTMENT SERVICES

1. The Investment Services are referred to as PitchReady Seed, PitchReady Venture, PitchReady Seed Plus, PitchReady Venture Plus, PitchReady Seed Deluxe and PitchReady Venture Deluxe. You can find more details about each of them in the Order Form and at our website.

2. The Investment Services shall be provided approximately 6-12 weeks from the date when you provide all information we request in respect of such Investment Services.

3. We will write and proofread (in accordance with the section below on Proofreading) a business plan of up to 10,000 words.

4. We will produce a financial model projecting a profit and loss account, cashflow and balance sheet over a 5-year period.

5. We will write, design and proofread (in accordance with the section below on Proofreading) a 15-20 slide investor pitch, 5-10 slide teaser pitch, a 15-20 slide presentation deck, a 1-page pitch summary and an expression of interest form.

6. We will produce a valuation report (in accordance with the Valuation Services section below).

7. Where the Investment Services include PitchReady Plus Seed, PitchReady Plus Venture, PitchReady Deluxe Seed or PitchReady Deluxe Venture Deluxe service, we will provide amendments and updates of the items described in paragraphs 4, 5, 6 and 7, above (the “Deliverables”) for a period of 3-months following the completion of the Deliverables.

8. Where the Investment Services include Proofreading, we shall provide the Services using a third-party supplier. We shall not be responsible or liable for any inaccuracy or error associated with the use of the third party

9. When we send you a link to an online folder containing all the Deliverables, the Investment Services will be deemed completed.

Cancellation

10. You may cancel the Investment Services by giving at least 30 days written notice to us.

11. In the event of you giving notice to cancel the Investment Services after the Order Form has been submitted and prior to a start date being set or kick-off call being booked (whichever comes first), you shall pay a minimum of 50% of the Fees that apply to the Investment Services on the date when the invoice for such Fees is due.

12. In the event of you giving notice to cancel the Investment Services after a start date has been set or a kick-off call date has been booked (whichever comes first), you shall pay a minimum of 75% of the Fees that apply to the Investment Services on the date when the invoice for such Fees is due.

13. In the event of you giving notice to cancel the Investment Services after the start date or kick-off call has occurred (whichever comes first), or where you have selected the Express upgrade in your Order Form, you shall pay 100% of the Fees that apply to the Investment Services on the date when the invoice for such Fees is due.

14. If the Fees you paid for the Investment Services up to the date when you give notice to cancel them exceed the amounts set out in paragraphs 11, 12 and 13 above, we will reimburse you for the difference.

PITCH SERVICES

15. The Pitch Services are referred to as Perfect Pitch Lite, Perfect Pitch Seed and Perfect Pitch Venture. You can find more details about each of them in the Order Form and at the Website.

16. The Pitch Services shall be provided approximately 3-5 weeks after the date when you provide all information we requested in respect of such Pitch Services.

17. We will write, design and proofread (accordance with the section below on Proofreading)) a 15-20 slide investor pitch.

18. Where the Pitch Services include the Perfect Pitch Seed or Perfect Pitch Venture service, we will also produce a 5-10 slide teaser pitch, a 15-20 slide presentation deck, a 1-page pitch summary and an expression of interest form.

Cancellation

19. You may cancel the Pitch Services by giving at least 30 days written notice to us.

20. In the event that you give notice to cancel the Pitch Services after the Order Form has been submitted and prior to a start date being set or kick-off call being booked (whichever comes first), you shall pay a minimum of 50% of the Fees that apply to the Pitch Services on the date when the invoice for such Fees is due.

21. In the event that you give notice to cancel the Pitch Services after a start date has been set or a kick-off date has been booked (whichever comes first), you shall pay a minimum of 75% of the Fees that apply to the Pitch Services on the date when the invoice for such Fees is due.

22. In the event that you give notice to cancel the Investment Services after the start date or kick-off call has occurred (whichever comes first), or where you have selected the Express upgrade in your Order Form, you shall pay 100% of the Fees that apply to the Pitch Services on the date when the invoice for such Fees is due.

23. If the Fees you paid for the Pitch Services up to the date when you give notice to cancel them exceed the amounts set out in paragraphs 20, 21 and 22 above, we will reimburse you for the difference.

MENTORING SERVICES

24. The Mentoring Services are referred to as PitchReady Mentoring and CampaignReady Mentoring. You can find more details about each of them in the Order Form and at the Website.

25. The Mentoring Services shall be provided by the Contractor in accordance with the schedule of services outlined in the service brochure.

26. We will provide monthly, one-hour, 1-2-1 mentoring sessions (the “Mentoring Sessions”).

27. We and you will agree the dates and times of the Mentoring Sessions at the beginning of the service.

28. You can request to change the date and time of future Mentoring Sessions with a minimum of 10 working days’ notice. We will make every effort to accommodate the request, but cannot guarantee the pre-scheduled Mentoring Sessions can be re-arranged.

29. You will gain access to an online support portal (for which you will be given access from the commencement of the Mentoring Services).

Cancellation

30. In the event that you wish to cancel the Mentoring Services after the Order Form has been submitted and prior to the first mentoring session being booked (whichever comes first), a minimum of one month’s payment will be due.

31. In the event that you have booked your first mentoring session, a minimum of three month’s payment will be due.

32. Subject to paragraphs 30 and 31 above, you can cancel the Mentoring Services at any time by giving us 30-day’s notice. The Mentoring Services will be cancelled at the end of the notice period and starting from the first month after the end of the notice period the Fees that apply to The Mentoring Service will no longer be charged.

33. The Fees that apply to the Mentoring Services will continue to be due even if you stop attending the mentoring sessions.

INVESTMENT READINESS PROGRAMME

34. The Investment Readiness Programme is referred to as PitchReady Sprint and PitchReady Sprint Plus. You can find more details about each of them in the Order Form and at the Website.

35. The Investment Readiness Programme shall be provided over a fixed 12-week period in accordance to the schedule outlined in the service brochure and confirmed in the welcome email (which the Client will receive on completion of the Order).

36. We will provide eight (8) live group-based online support sessions (the “Support Sessions”) in accordance with the schedule of service outlined in the service brochure.

37. The Support Sessions will be delivered live, and every effort will be made to record the session for those who are unable to attend, but this is not guaranteed.

38. You will gain access to an online support portal (the “Support Portal”) for which you will be given access after the first Support Session.

39. We will provide templates and guidance for the creation of a business plan, five-year financial projections, and pitch deck via the Support Portal. We will not edit nor customise these templates under the terms of this agreement.

40. Any request for modification of the templates provided will be charged at our standard hourly rates.

41. After the delivery of the final Support Session, you will be automatically charged an ongoing subscription for continued access to the Support Portal as per the terms and conditions set out in the service brochure (the “Support Subscription”).

42. The Support Subscription will be charged on the first day of the month, starting the first month following the final Support Session.

43. If you are unable to attend, commit or otherwise take part in the Investment Readiness Programme, you will be offered a place on a future programme, should such a programme exist and so long as you have an active Support Subscription.

44. If the Investment Readiness Programme includes the PitchReady Sprint Plus service, we will provide a review of the Business Plan, Projections and Pitch created on the programme (the “Asset Review”).

45. The Asset Review will be available to you at any point during or after the programme. An active Support Subscription is not required for your access to the Asset Review.

46. The Asset Review is only available for a Business Plan, Projections and Pitch created using the templates provided by us via the Support Portal.

47. The Asset Review is limited to one set of feedback on each of the Business Plan, Projections and Pitch.

Cancellation

48. The Support Subscription can be cancelled within one (1) week of final Support Session, or with 30 days’ notice.

49. In the event that you cancel the Investment Readiness Programme after we have accepted the Order Form the Fees will continue to be due.

50. The Fees that apply to the Investment Readiness Programme will continue to be due even if you stop attending the scheduled Support Sessions.

VALUATION SERVICES

51. Where the Services include Valuation Services, we will provide the Valuation Services using a third-party supplier or an online tool known as Equidam (equidam.com).

52. Equidam is provided by Equidam Valuation S.L.. We do not have any participation in Equidam Valuation S.L. .

53. We shall not be responsible or liable for any inaccuracy or error associated with the use of Equidam. If you do not achieve certain desired results due to information provided by Equidam, this is not our responsibility.

CAMPAIGN SUPPORT SERVICES

51. The Campaign Support Services are referred to as CampaignReady. You can find more details about each of them in the Order Form and at the Website.

52. The Campaign Support Services shall be delivered over a period of approximately 12 weeks after you provide all information we request in respect of such Campaign Support Services.

53. We will research a target list of investors, business leaders and high-net-worth individuals, and we will write and send 1,000 emails to those investors, business leaders and high-net-worth individuals.

Cancellation

54. In the event that you cancel the Campaign Support Service after we have accepted the Order Form the Fees will continue to be due.