These are the terms and conditions of the services purchased from Robot Mascot Ltd. of 15 Palace Street, Norwich, United Kingdom, NR3 1RT (the “Contractor”). When you purchase the Contractor’s services, you enter into a legally binding contract with the Contractor, which is detailed in these terms and conditions.
These terms and conditions were last updated in August 2020.
- The Client hereby agrees to engage the Contractor to provide the Client with some or all of the following services, as agreed between the Parties and confirmed by the Contractor to the Client at the time of purchase (the “Services”):
- Where the Contractor provides the Services to attract investment for the Client’s business (the “Investment Services”), the Client may choose to select one or a combination of the following services:
- The Perfect Plan Service – creating an investment focused business plan
- The Perfect Projections Service – creating a set of financial forecasts, with the following deliverables:
- Five Year P&L Forecast
- Five Year Cashflow Forecast
- Five Year Rolling Balance Sheet
- Written Financial Summary with Key Metrics.
- The Perfect Pitch Service – creating pitch services, with the following deliverables:
- Investor Pitch of 15 – 20 Slides
- Teaser Pitch of up to 10 slides
- Presentation Pitch of 15 – 20 slides
- Investment One Page Summary (One-Pager)
- Expression of Interest Form
- Data Driven Business Valuation – a strategic business valuation
- PitchReady Review – a strategic review of The Client’s exciting fundraising assets and business case
- The Contractor may also provide branding, design, sales pitch and marketing consultancy Services (the “Branding Services”).
- The Services will also include any other tasks which the Parties may agree on from time to time. The Contractor hereby agrees to provide such Services to the
- The Client agrees to provide such information and materials to the Contractor as necessary for the Contractor to provide the Services. This includes providing all necessary information requested by the Contractor via the Contract’s online platform (for which the Client will be given access from the commencement of the Services). In the event that the Client does not provide such requested information and materials to the Contractor when required, the Contractor may be delayed or prevented from providing the Services. The Contractor shall not be responsible for this.
- The Services shall be provided by the Contractor approximately 6 weeks from the Client providing all information to the Contractor as requested, in terms of clause 5 above (unless the Client purchases only one Investment Service, in which case delivery shall be within approximately 3 weeks).
- The Contractor provides the Services with all reasonable skill and care, in accordance with industry standards. However, the Contractor does not warrant or guarantee any specific results, or any particular decisions will be made, for the Client. The Client understands that the Services only form part of branding, marketing, investment pitching and decision make processes (as appropriate), and the Contractor cannot guarantee certain outcomes as a result.
- Where a valuation of the Client’s company is required as part of the Services, the Contractor shall provide the Services using an online tool known as Equidam (equidam.com). Equidam is provided by Equidam Valuation S.L. and not the Contractor. The Contractor shall not be responsible or liable for any inaccuracy or error associated with the Contractor’s use of Equidam. If the Client does not achieve certain desired results due to information provided by Equidam, this is not the responsibility of the Contractor.
- In the event that the Contractor provides website hosting and/or security services for the Client (the “Hosting and Security Services”), such services are provided by a third party provider. The Contractor shall not be responsible or liable for any issues, interruptions or downtime in respect of the Hosting and Security Services. The following terms shall apply to the Hosting and Security Services:
- At your request, the Contractor will purchase and manage hosting on your behalf. While the vendor aims for 100% server reliability, the Contractor does not guarantee continuous service and will accept no liability for loss of service, whatever the cause.
- Hosting renewals are automatically billed upfront for the year ahead. Payment must be received before the due date stated on the invoice. Failure to pay will result in the termination of the Client’s hosting account – this will result in the Client’s website being removed from the internet. The website can be re-instated upon the re-purchase of hosting; however, the Contractor cannot guarantee, and does not accept liability for, loss or damage as a result of this action.
- At your request, the Contractor will purchase domain names on the Client’s behalf. The Contractor’s annual fee will include all set up and management over the term of the contract.
- The Contractor cannot guarantee the availability of any domain name, but if the Contractor has registered domains on the Client’s behalf, the Contractor will inform the Client of when the renewal will be due. Payment for renewal must be received before the renewal date. Failure of payment will result in the domain name expiring. If the Contractor has not registered the Client’s domain, renewal is the Client’s responsibility and the Contractor accepts no responsibility for lapsed domains.
- If the Client requires a transfer of domain name registered by the Contractor, the Client must contact the Contractor to arrange the transfer and pay an administration charge of £90. Upon receiving the payment, the Contractor will transfer the domain to the requested registrar account.
- The Contractor aims to respond to any hosting or domain related support within two (2) working days. Actual diagnosis and remedy of any issues may take longer.
- In order to minimise disruption to the Client’s service, the Contractor will endeavour to remedy any problem or issue, or manage any transfer or set up request, in the shortest time frame possible. However, there are many factors that are outside the Contractor’s control, of which the Contractor cannot be held liable. For example, a change to DNS records can take up to 48 hours to propagate once the process has been initiated by the Contractor.
- It is the Client’s responsibility to keep their website safe and secure. Failure to put in place adequate security may result in loss of service in the event of a security breach.
- The Contractor is not responsible for any loss of income as a result of a security breach.
- In the event of a severe security breach, other websites hosted on the same server may be affected. In such an event, it will be the Client’s responsibility to cover all costs involved in fixing and securing all effected websites.
Website maintenance and support
- The Contractor offers technical website maintenance and security through a trusted vendor. At the Client’s request, the Contractor will purchase and manage a security and technical maintenance package on the Client’s behalf. While the Contractor’s vendor aims for continued security of the Client’s website, the Contractor does not guarantee and will accept no liability for a security breach, nor the results of such a breach, whatever the cause.
- Where the Contractor is contracted to provide content updates to a website – usually via a monthly retainer – the Contractor will endeavour to complete the updates within a two week timeframe, subject to staff availability. Timescales may vary based on the number of changes and amount of iterations.
- Where the Contractor provides these services, additional fees may be incurred where full content is not provided. Fees incurred may include, but are not limited to, additional copywriting and image licensing services. Any additional fees will be negotiated with the Client before work commences.
TERM OF AGREEMENT
- The term of this Agreement (the “Term”) will begin on the date of this Agreement and will remain in full force and effect until the completion of the Services, subject to earlier termination as provided in this Agreement. The Term may be extended with the written consent of the Parties.
- The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.
- Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in GBP.
- The Contractor will charge the Client a flat fee as follows for the Investment Services (the “Payment”):
- £7,995 plus VAT for all Investment Services 1, 2, 3 and 4 (the Perfect Plan Service, the Perfect Projections Service, the Perfect Pitch Service and the Data Driven Business Valuation)
- £3,995 plus VAT for any one of Investment Service 1, 2 or 3 (the Perfect Plan Service, the Perfect Projections Service and the Perfect Pitch Service) plus the Data Driven Valuation
- £3,850 plus VAT for any one of the Investment Services (the Perfect Plan Service, the Perfect Projections Service and the Perfect Pitch Service)
- £950 plus VAT for the Data Driven Valuation
- £750 plus VAT for the Pitch Ready review
- Pricing for Branding Services will be bespoke to the Client, and detailed in the Schedule
- Payment is due either:
- Upfront, prior to commencement of the Services;
- Payment over three months, by instalments. Where the Client opts to pay by instalments, our third party credit agency iwoca Ltd shall make the Payment on behalf of the Client, and thereafter the Client has a debt with iwoca Ltd (based on iwoca Ltd’s terms and conditions, and payable by instalments). Where this option is selected, the Contractor is permitted to submit the Client’s details to iwoca Ltd. In such case, the Client will only be permitted to make payment by instalments if the Client passes the credit checks of iwoca Ltd; or
- In instalments, comprised of 50% of the Payment upfront prior to commencement of the Services, 25% at the end of the first month of this Agreement and 25% at the end of the second month of this Agreement. This shall only be permitted where the Contractor specifically agrees to it, and iwoca Ltd has not approved the Client; or
- Payment over six months, by instalments. Where the Client opts to pay by six instalments our third-party agency GoCardless shall process payments via direct debit. Security in the form of a credit card will be required (the “alternative payment method”). In the event of a missed or late payment, GoCardless will automatically retry three times over a 4-week period. If the payment is not completed the alternative payment method will be charged.
- The Payment as stated in this Agreement does not include Value Added Any Value Added Tax required will be charged to the Client in addition to the Payment.
- The Contractor will be solely responsible for the payment of all remuneration and benefits due to the employees of the Contractor, including any National Insurance, income tax and any other form of taxation or social security costs.
- The Contractor will not be reimbursed for any expenses incurred in connection with providing the Services of this Agreement.
INTEREST ON LATE PAYMENT
- Interest payable on any overdue amounts under this Agreement is at a rate of 10.00% per annum or at the maximum rate enforceable under applicable legislation, whichever is lower. We reserve the right to enforce collection charges on missed and failed payments.
- Confidential information (the “Confidential Information”) refers to any data or information relating to the business of the Client which would reasonably be considered to be proprietary to the Client including, but not limited to, accounting records, business processes, and client records and that is not generally known in the industry of the Client and where the release of that Confidential Information could reasonably be expected to cause harm to the Client.
- The Contractor agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which the Contractor has obtained, except as authorised by the Client or as required by The obligations of confidentiality will apply during the Term and will survive indefinitely upon termination of this Agreement.
- All written and oral information and material disclosed or provided by the Client to the Contractor under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to the Contractor.
OWNERSHIP OF INTELLECTUAL PROPERTY
- All intellectual property and related material, including any trade secrets, moral rights, goodwill relevant registrations or applications for registration, and rights in any patent, copyright, trade mark, trade dress, industrial design and trade name (the “Intellectual Property”) that is developed or produced under this Agreement, will be the sole property of the Client, only once the Client has made full settlement of the Payment. The use of the Intellectual Property by the Client will not be restricted in any manner once such Payment has been received.
- The Contractor may not use the Intellectual Property for any purpose other than that contracted for in this Agreement except with the written consent of the The Contractor will be responsible for any and all damages resulting from the unauthorised use of the Intellectual Property.
RETURN OF PROPERTY
- Upon the expiry or termination of this Agreement, the Contractor will return to the Client any property, documentation, records, or Confidential Information which is the property of the Client.
- In providing the Services under this Agreement it is expressly agreed that the Contractor is acting as an independent contractor and not as an employee. The Contractor and the Client acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service.
RIGHT OF SUBSTITUTION
- Except as otherwise provided in this Agreement, the Contractor may, at the Contractor’s absolute discretion, engage a third party sub-contractor to perform some or all of the obligations of the Contractor under this Agreement and the Client will not hire or engage any third parties to assist with the provision of the (what does this last part mean?)
- In the event that the Contractor hires a sub-contractor:
- the Contractor will pay the sub-contractor for its services and the Compensation will remain payable by the Client to the
- for the purposes of the indemnification clause of this Agreement, the sub-contractor is an agent of the Contractor.
- Except as otherwise provided in this Agreement, the Contractor will have full control over working time, methods, and decision making in relation to provision of the Services in accordance with the Agreement. The Contractor will work autonomously and not at the direction of the However, the Contractor will be responsive to the reasonable needs and concerns of the Client.
- Except as otherwise provided in this Agreement, the Contractor will provide at the Contractor’s own expense, any and all tools, machinery, equipment, raw materials, supplies, workwear and any other items or parts necessary to deliver the Services in accordance with the Agreement.
- The Parties acknowledge that this Agreement is non-exclusive and that either Party will be free, during and after the Term, to engage or contract with third parties for the provision of services similar to the Services.
- All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the Parties at the following addresses:
- The address provided by the Client when signing up for the Services.
- Robot Mascot: 15 Palace Street, Norwich, United Kingdom, NR3 1RT
or to such other address as either Party may from time to time notify the other.
MODIFICATION OF AGREEMENT
- Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorised representative of each Party.
TIME OF THE ESSENCE
- Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.
- The Client will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Contractor.
- It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.
- This Agreement will enure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns.
- Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.
- Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.
- This Agreement will be governed by and construed in accordance with the laws of England.
- In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.
- The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.