Terms and Conditions

2. Definitions

• Services means the products, software, professional services and online services described in an order, statement of work or on our website.
• Deliverables means materials we create or customise specifically for you as set out in an order or statement of work.
• Background IP means our pre-existing or independently developed software, code, libraries, frameworks, methodologies, templates, documentation, branding and intellectual property.
• Customer Materials means information, data, content, designs, code, credentials, branding, instructions and assets that you provide or make available to us.
• Order means a written quote, proposal, statement of work, order form or other instruction accepted by us.
• Sub-processor means a third party engaged by us to help deliver the Services.

3. Order of documents

If more than one document applies, the following order of priority applies unless a signed agreement says otherwise: (1) signed master services agreement; (2) signed data processing agreement; (3) signed statement of work, order form or accepted proposal; (4) service schedule or support plan; (5) these Terms and Conditions; (6) website policies, documentation and notices. App store terms and third-party provider terms may also apply.

4. Services we provide

Our Services may include, depending on the order:

• software, web and mobile application development, including discovery, UX/UI design, architecture, implementation, integration, testing and deployment;
• API design, microservices, serverless and event-driven architectures, data engineering, ETL/ELT, analytics and reporting;
• cloud strategy and engineering (public, private and hybrid), server management, virtualisation, container orchestration, infrastructure-as-code and platform engineering;
• network design, configuration and operations across LAN, WAN, Wi-Fi, SD-WAN, VPN, segmentation and zero-trust topologies;
• cybersecurity services including threat intelligence, vulnerability assessment, penetration testing, incident response, security operations and data protection support;
• IT service management aligned to recognised frameworks such as ITIL, including service desk, change management, incident, problem, asset, capacity and continuity management;
• monitoring, observability, logging, alerting, on-call and reliability engineering;
• project management, programme management, business analysis, training and documentation;
• AI-assisted delivery, automation and tooling integrated into our delivery pipeline.

The exact scope, deliverables, milestones, assumptions, dependencies, service levels and exclusions are defined in the applicable order. Time estimates and delivery dates are good-faith planning targets unless expressly stated to be binding.

5. Eligibility and account responsibility

You must be at least 18 years old and able to enter a legally binding agreement. You are responsible for authorised users, access credentials, account security, permissions, devices, networks, third-party integrations and all activity under your account. You must notify us promptly of suspected unauthorised access, compromised credentials, misuse or security incidents.

6. Customer responsibilities

You must provide accurate information, timely decisions, access, credentials, test environments, content, approvals, staff availability, licences, third-party permissions and reasonable cooperation. You are responsible for the legality, accuracy and completeness of Customer Materials and instructions; obtaining necessary consents; complying with applicable laws (including data protection); and maintaining your own backups, business continuity and disaster recovery unless those services are expressly included in an order. Delays caused by missing dependencies, late approvals, inaccurate requirements, third-party outages or customer-side restrictions may extend timelines and may be chargeable.

7. Quotes, orders, contract formation and changes

Quotes and proposals are invitations to order unless stated otherwise. They are valid for the period stated, or 30 days if no period is stated. A contract forms when we accept your order, issue written confirmation, start work at your instruction, or receive payment, whichever happens first. We may reject orders for legal, security, capacity, credit, sanctions, technical or reputational reasons. Any change to scope, assumptions, deliverables, integrations, compliance requirements, hosting, third-party tools, designs, content, acceptance criteria, support levels, deadlines or platforms may require a change order and adjusted fees.

8. Delivery, milestones and acceptance

Deliverables are deemed accepted when you approve them in writing, deploy them, use them in production, fail to reject them with specific written reasons within the agreed review period (or 7 days if not stated), or otherwise act in a way consistent with acceptance. Minor defects that do not materially prevent use do not prevent acceptance, but we will use reasonable efforts to correct them under any applicable warranty or support terms.

9. Fees, taxes, expenses and payment

You must pay all fees, VAT, taxes, expenses and third-party costs stated in the applicable order or invoice. Unless stated otherwise, fees are exclusive of VAT and similar taxes. Our VAT number is 506152326. Expenses, licences, hosting, domains, app store fees, software subscriptions, cloud consumption, SMS, email, payment processing and other third-party charges may be billed separately or passed through at cost plus any stated administration fee. Invoices are due on the date stated, or within 14 days if no due date is stated. We may require deposits, staged payments, retainers, prepayment or direct debit. Late amounts may accrue statutory interest, reasonable recovery costs and administration charges permitted by law. We may suspend Services for overdue accounts after reasonable notice.

10. Subscriptions, retainers and renewals

Recurring Services continue for the agreed term and renew as stated in the order. Unless cancellation rights are stated otherwise, recurring Services require written notice before the next renewal date. Setup fees, deposits, prepaid retainers, committed usage, domain fees, licences and third-party costs are non-refundable except where required by law or expressly agreed in writing. We may adjust pricing at renewal and for ongoing usage-based services with reasonable notice.

11. Acceptable use

You must not use the Services to break the law, infringe rights, transmit malware, attack systems, attempt unauthorised access, scrape or overload systems, send spam, harvest data, process unlawful content, evade security, misrepresent identity, interfere with other users, or operate high-risk systems where failure could cause death, personal injury, severe property damage or environmental harm unless expressly agreed in writing.

12. Intellectual property

We retain ownership of Background IP. You retain ownership of Customer Materials. Subject to full payment, we grant you the rights stated in the order for final Deliverables created specifically for you. If no rights are stated, you receive a non-exclusive, worldwide, perpetual licence to use the final Deliverables for your internal business purposes. Source code rights, exclusivity, assignment, resale, white-labelling and public distribution must be expressly agreed in writing. We retain the right to reuse general skills, knowledge, ideas, concepts, techniques, code snippets, tools and non-confidential learnings developed during the Services.

13. Open-source and third-party components

Deliverables may include open-source software, third-party plugins, libraries, APIs, SDKs, fonts, stock media, SaaS tools, app store services or platform components. Those materials are governed by their own licences and terms. You are responsible for complying with those terms after handover. We are not responsible for third-party price changes, licence changes, security issues, withdrawal, outages or incompatibility unless directly caused by our breach of a written obligation.

14. Portfolio use

Unless you tell us in writing that a project is confidential, we may identify you as a customer and describe the general nature of the Services in our portfolio, proposals and marketing, provided we do not disclose your confidential information or sensitive operational details.

15. Confidentiality

Each party must protect confidential information using reasonable care and use it only for purposes connected with the Services. Confidential information may be shared with employees, contractors, advisers and providers who need to know and are bound by confidentiality obligations. Confidentiality does not apply to information that is public, already known, independently developed, lawfully received from another source or required to be disclosed by law (in which case the receiving party will, where lawful, give prompt notice so the disclosing party can seek protective relief).

16. Data protection and DPA

Each party must comply with applicable data protection laws. Where we process personal data for you as processor, the parties agree that the relevant data processing terms apply or are deemed incorporated to the extent required by law. You are responsible for the legality of your processing instructions, privacy notices, consents, data minimisation and the lawful basis for sharing personal data with us. We will assist you with data subject requests and security obligations to the extent reasonably required and at your cost where appropriate.

17. Security, backups and incident response

We will use measures appropriate to the Services as described in the order, schedule or our security overview. Unless expressly included in writing, Services do not include guaranteed backups, disaster recovery, uptime, monitoring, incident response, forensic investigation, regulatory reporting or recovery objectives. You must maintain appropriate backups, insurance, continuity plans and internal security controls.

18. Hosting, cloud and infrastructure

Where we provide hosting or cloud management, resource limits, acceptable use, security responsibilities, backup scope, support hours, maintenance windows, data location and service levels will be as stated in the order. Emergency maintenance may be performed without advance notice where necessary to protect security or service continuity.

19. AI and automation in delivery

AI-assisted tools may be used to support coding, testing, documentation, monitoring, support and analysis. Outputs may be incomplete, inaccurate, non-unique or unsuitable without human review. You are responsible for validating outputs before production use. You must not provide sensitive, regulated, personal or confidential data to AI systems unless permitted by law, contract and the relevant tool terms.

20. Warranties and disclaimers

We will provide professional services with reasonable skill and care. Except as expressly stated, the Services are provided “as is” and “as available” without implied warranties of merchantability, fitness for a particular purpose, non-infringement, uninterrupted operation, error-free operation, security, compatibility, profitability, search ranking, commercial outcome or compliance outcome.

21. Liability

Nothing in these terms excludes or limits liability that cannot lawfully be excluded, including liability for death or personal injury caused by negligence, fraud, fraudulent misrepresentation or any other non-excludable liability. Subject to that, we will not be liable for loss of profits, revenue, business, goodwill, anticipated savings, data, use, contracts, opportunities, production, reputation, indirect loss or consequential loss. Unless a signed agreement says otherwise, our total aggregate liability is limited to the fees paid by you for the specific Services giving rise to the claim during the 12 months before the event giving rise to liability, or GBP 100, whichever is greater.

22. Indemnity

You agree to indemnify Progressive Robot, its officers, employees, contractors and suppliers against claims, losses, damages, liabilities, costs and expenses arising from your breach, unlawful use, Customer Materials, instructions, data, infringement of third-party rights, misuse by your users or failure to comply with law, except to the extent caused by our breach or negligence.

23. Suspension and termination

We may suspend or terminate Services if you fail to pay, breach these terms, create legal or security risk, misuse Services, become insolvent, fail credit checks, or where required by law or third-party provider rules. You may terminate Services as set out in the order. Termination does not affect accrued rights, payment obligations, confidentiality, intellectual property, data protection, liability limits, indemnities or provisions intended to survive.

24. Effects of termination and data handover

On termination, you must stop using affected Services, pay all amounts due and return or delete our confidential information. Where reasonably practicable we will provide a final export of customer-owned data in a commonly used format within a reasonable period at our then-current rates, after which we may delete the data in accordance with our retention practices unless law requires otherwise.

25. Legal compliance and sanctions

You must comply with all laws applicable to your use of the Services, including data protection, intellectual property, export controls, sanctions, anti-bribery, anti-corruption, consumer protection, electronic communications, cybersecurity, tax and sector regulation. You must not use the Services in any country, by any person or for any transaction prohibited by applicable sanctions or export laws.

26. Force majeure

Neither party is liable for delay or failure caused by events beyond reasonable control, including war, terrorism, civil unrest, industrial disputes, epidemic, power failure, internet failure, supplier failure, cloud outage, cyberattack, government action, fire, flood or natural disaster.

27. Consumers

These terms are primarily intended for business customers. If you are a consumer, mandatory consumer rights that cannot be excluded by law remain unaffected. Some business Services may not be available to consumers.

28. Changes to these terms

We may update these Terms and Conditions from time to time. The updated version will be effective when posted unless stated otherwise. For ongoing paid Services, material changes will apply from renewal or after reasonable notice unless changes are required sooner for legal, security or operational reasons.

29. General

If any provision is invalid or unenforceable, the remaining provisions remain in effect. You may not assign your rights without our written consent. We may assign or transfer our rights in connection with a merger, reorganisation, sale of assets or by operation of law. No waiver is effective unless in writing. These terms do not create a partnership, employment relationship, agency or joint venture. A person who is not a party has no rights to enforce these terms unless expressly stated.

30. Governing law and disputes

These Terms and Conditions and any dispute relating to them or the Services are governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction, except that we may seek urgent injunctive or protective relief in any appropriate jurisdiction.

31. Contact

Questions should be sent to Progressive Robot Ltd at [email protected] or by post to 220 Chester Business Park, Heronsway, Chester, Cheshire CH4 9GB, United Kingdom.