General Terms and Conditions

These General Terms and Conditions (hereinafter "Terms") govern the provision of services and software solutions by ROBOMIND Korlátolt Felelősségű Társaság (ROBOMIND Kft.), a Hungarian company, to the customer (hereinafter "Customer").

Company Details (Provider):

Company Name:: ROBOMIND Korlátolt Felelősségű Társaság (ROBOMIND Kft.)
Registered Office:: 2120 Dunakeszi, Leiningen Károly utca 5. 2. ajtó, Hungary
Company Registration Number:: 13-09-240793
EU VAT ID:: HU32824959
Email:: info@robomindsystems.ai
Hosting Provider:: ROBOMIND Kft.

1. Definitions

Services: AI machine vision software, robot programming, PLC programming, integration and customization services, maintenance and support. Solution: Collectively, the software, configurations, documentation and updates provided by Provider. Customer Data: All data, images, video, text or other materials provided by Customer to Provider. Authorized Users: Employees or contractors of Customer authorized to use the Solution.

2. Scope of Services

Provider shall deliver Services and grant Customer a non-exclusive, non-transferable license to use the Solution for its internal business purposes, subject to these Terms. Any additional services or features shall be agreed in a separate written order.

3. License and Restrictions

3.1. License Grant: Provider grants Customer a limited right to install and run the Solution during the Term. 3.2. Restrictions: Customer shall not (i) reverse engineer, decompile or disassemble the Solution; (ii) sublicense, rent, lease, sell or distribute the Solution; (iii) remove proprietary notices; (iv) use the Solution to develop competing products.

4. Customer Obligations

4.1. Customer shall provide accurate requirements, timely access to facilities and systems, and ensure compliance with applicable laws when using the Solution. 4.2. Customer is responsible for all acts of its Authorized Users.

5. Fees and Payment

5.1. Fees: Customer shall pay the fees specified in the applicable order or proposal. 5.2. Payment Terms: Invoices are payable within 30 days of receipt. Late payments shall accrue interest at 1.5% per month. 5.3. Taxes: Customer is responsible for all applicable taxes.

6. Intellectual Property

6.1. Provider IP: All intellectual property rights in the Solution, documentation and related materials remain with Provider. 6.2. Customer Data: Customer retains ownership of Customer Data. Provider may use anonymized usage data for improving its services.

7. Confidentiality

7.1. Each Party shall keep confidential all information marked or reasonably understood as confidential. 7.2. Obligations survive termination for 3 years.

8. Warranties and Disclaimers

8.1. Provider warrants that the Services will be performed with reasonable care. 8.2. Disclaimer: Except for the foregoing, the Solution is provided "as is" without warranty of any kind.

9. Limitation of Liability

To the maximum extent permitted by law, Provider’s liability shall not exceed the fees paid by Customer in the 12 months preceding the claim and excludes indirect or consequential damages.

10. Term and Termination

10.1. Term: These Terms commence on the Effective Date and continue until terminated as provided herein. 10.2. Termination for Cause: Either Party may terminate on material breach if uncured after 30 days’ notice. 10.3. Effect of Termination: Customer shall cease use and delete all copies of the Solution.

11. Governing Law and Dispute Resolution

These Terms are governed by the laws of Hungary. Any disputes shall be resolved by the courts of Budapest.

12. General Provisions

12.1. These Terms, all quotes ("Quotations") and orders ("Orders") issued by Provider, and any resulting contracts ("Contracts") between Provider and Customer, are subject exclusively to these Terms. Any conflicting or additional terms proposed by Customer are hereby rejected unless expressly agreed in writing by Provider. 12.2. A Quotation is binding for the period and on the conditions specified therein. "Informative" Quotations require further agreement and are non-binding. "Normal" Quotations are binding and may be accepted by a signed Order delivered within the binding period. 12.3. Contracts are formed upon Provider's written confirmation of an Order. If the confirmation varies from Customer's Order or Quotation, Provider may choose which terms apply.

13. Customer Data and Documentation

13.1. Customer shall supply all technical data, specifications, samples, and approvals necessary for preparation of a Quotation and execution of Services. Changes by Customer may require Quotation revision. 13.2. Except as otherwise agreed, Provider will deliver technical documentation only for use: user manuals, electrical and pneumatic schematics, maintenance guides, spare parts lists, CE declarations. Additional assessments (e.g. FMEA, safety analysis) are available as paid options.

14. Pricing, Taxes, and Payment Terms

14.1. Fees, currency, and payment schedules are set forth in each Quotation. Unless stated otherwise, payment is by bank transfer within 30 days of invoice date. 14.2. Advance payments may be required; upon receipt, Provider issues an invoice for the paid amount. 14.3. Provider retains title to all Equipment until paid in full. Customer shall mark retained-title goods in its records and hold them insured for Provider's benefit. 14.4. Late payments accrue interest at 1.5% per month. Customer may challenge invoices in writing within 5 business days.

15. Delivery, Risk, and Acceptance

15.1. Delivery terms follow INCOTERMS 2020 as specified in the Quotation. Risk transfers upon delivery or, if a delay is for Customer reasons, at the original delivery date. 15.2. Partial and final acceptance involve staged inspections (factory acceptance, on-site commissioning). Customer must supply workpieces and logistics for acceptance at its expense. 15.3. Minor defects that do not impair functionality do not justify withholding acceptance. Provider may invoice upon acceptance or expiry of acceptance window. 15.4. Delays caused by Customer (e.g. missing documents, site readiness) extend delivery deadlines and may incur standby charges.

16. Subcontracting and Third-Party Services

Provider may engage subcontractors or third-party services. Provider remains responsible for their performance.

17. Force Majeure

17.1. Neither Party is liable for failures due to events beyond reasonable control, including war, strikes, natural disasters, or supply shortages. 17.2. The affected Party shall notify the other promptly and resume performance when possible. If force majeure lasts over three months, either Party may terminate the affected portion of the Contract.

18. Confidentiality

Confidentiality obligations of Section 7 extend to all technical, commercial, and financial information ("Confidential Information") for 10 years post-termination.

19. Warranty and Maintenance

19.1. Provider warrants proper performance for 12 months against manufacturing defects. Design indemnity extends 24 months for demonstrable design flaws. 19.2. Warranty does not cover wear parts, misuse, or modifications by Customer. 19.3. Malfunctions must be reported by email. Response times and service rates are specified in the Quotation or separate service agreement.

20. Intellectual Property Rights

20.1. All IP in designs, software, and documentation remains with Provider unless rights transfer is expressly stated. 20.2. Customer may only modify or disseminate Provider IP with prior written consent.

21. Termination

21.1. Either Party may terminate for material breach if uncured within 30 days of notice. 21.2. Provider may suspend performance or terminate immediately upon Customer insolvency or non-payment.

22. Complaints and Dispute Resolution

Customer may submit complaints by email. Provider will respond within 10 business days.

23. Data Protection and Privacy

Provider processes Customer data solely to perform Services and as required by law, in compliance with GDPR and Hungarian data protection laws.

24. Miscellaneous

24.1. Notices must be in writing and delivered by email or registered mail to the addresses in Section 1. 24.2. Neither Party may assign rights or obligations without prior written consent, except to successors in a merger or sale of assets.