Terms of Service

1. Our Terms
1. 1.1 What these terms cover. These are the terms and conditions on which we supply Services to you.
2. 1.2 Why you should read them. Please read these terms carefully before you submit your order to us. These terms tell you who we are, how we will provide the Services to you, how you and we may change or end the contract, what to do if there is a problem and other important information.
3. 1.3 Are you a business customer or a consumer? In some areas you will have different rights under these terms depending on whether you are a business or consumer. You are a consumer if:
  1. (a) You are an individual.
  2. (b) You are buying the Services from us wholly or mainly for your personal use (not for use in connection with your trade, business, craft or profession).
4. 1.4 Provisions specific to consumers only are in blue and those specific to businesses only are in black.
5. 1.5 If you are a business customer this is our entire agreement with you. If you are a business customer these terms constitute the entire agreement between us in relation to your purchase. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of us which is not set out in these terms and that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
2. About Us
1. 2.1 Company details. Adventurous Machines Limited (company number 09637440) (we and us) is a company registered in England and Wales and our registered office is at:
  Tagus House
  9 Ocean Way
  Southampton
  Hampshire
  United Kingdom
  SO14 3TJ
  Our main trading address is:
  Adventurous Machines
  Peak House
  Works Road
  Letchworth Garden City
  Herts
  SG6 1GB
  Our VAT number is 218940594. We operate the website rockface.io.
2.2 Contacting us. To contact us, telephone our customer service team at 02031 510363 or email us at support@rockface.io. How to give us formal notice of any matter under the Contract is set out in clause 18.2.
3. Our contract with you
- 3.1 Our contract. These terms and conditions (Terms) apply to the order by you and supply of Services by us to you (Contract). They apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
- 3.2 Your copy. You should print off a copy of these Terms or save them to your computer for future reference.
4. Placing an order and its acceptance
- 4.1 Placing your order. Please follow the onscreen prompts which will enable you to choose a payment plan and to place your order. You may only submit an order using the method set out on the site. Each order is an offer by you to buy the services specified in the order (Services) subject to these Terms.
- 4.2 Correcting input errors. Our order process allows you to check and amend any errors before submitting your order to us. Please check the order carefully before confirming it. You are responsible for ensuring that your order and any specification submitted by you is complete and accurate.
- 4.3 Acknowledging receipt of your order. After you place your order, you will receive an email from us acknowledging that we have received it, but please note that this does not mean that your order has been accepted. Our acceptance of your order will take place as described in clause 4.4.
- 4.4 Accepting your order. Our acceptance of your order takes place when we send an email to you to accept it (Order Confirmation), at which point and on which date (Commencement Date) the Contract between you and us will come into existence. The Contract will relate only to those Services confirmed in the Order Confirmation.
- 4.5 If we cannot accept your order. If we are unable to supply you with the Services for any reason, including without limitation that we do not believe that your hardware you have specified in your order is compatible for use of our Services or is unsafe we will inform you of this by email and we will not process your order. In addition if on receipt by us of your hardware we believe the hardware is incompatible to the Services you have purchased or is unsafe to receive our Services we will refund you the full amount you have paid less the cost of the return delivery of your hardware to you.
- 4.6 Hardware we cannot accept. We cannot accept any hardware which exceeds the physical size and dimensions as set out on our website. Any hardware delivered to us must have been designed to be safe and designed to be CE complaint and we reserve the right to request a declaration of conformity. The hardware must also not:
  - (a) Contain any batteries
  - (b) Emit gas
- 4.7 If we decide in our absolute discretion that your hardware is unsafe or unfit to use our Services, we will refund you the full amount you have paid less the cost of the return delivery of your hardware to you.
5. Our services
1. 5.1 Descriptions and illustrations. Any descriptions or illustrations on our site are published for the sole purpose of giving an approximate idea of the services described in them. They will not form part of the Contract or have any contractual force.
2. 5.2 Compliance with specification. Subject to our right to amend the specification (see clause 5.3) we will supply the Services to you in accordance with the specification for the Services appearing on our website and the Pricing Plan you have chosen at the date of your order in all material respects.
3. 5.3 Changes to specification. We reserve the right to amend the specification of the Services if required by any applicable statutory or regulatory requirement or if the amendment will not materially affect the nature or quality of the Services, and we will notify you in advance of any such amendment.
4. 5.4 Reasonable care and skill. We warrant to you that the Services will be provided using reasonable care and skill and that we will take care of your hardware delivered to us, but you accept that the delivery of the hardware to us and our possession of it for the during the delivery of the Services is entirely at your own risk.
5. 5.5 Time for performance. We will use all reasonable endeavours to meet any performance dates specified in the Order Confirmation, but any such dates are estimates only and failure to perform the Services by such dates will not give you the right to terminate the Contract.
6. Your obligations
1. 6.1 It is your responsibility to ensure that:
  1. (a) the terms of your order are complete and accurate, including without limitation, all details provided by you in respect of the hardware you are intending to deliver to us;
  2. (b) you deliver your hardware to us and as described in your order;
  3. (c) you cooperate with us in all matters relating to the Services;
  4. (d) you provide us with such information and materials we may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
  5. (e) you obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start.
2. 6.2 If our ability to perform the Services is prevented or delayed by any failure by you to fulfil any obligation listed in clause 6.1 (Your Default):
  1. (a) we will be entitled to suspend performance of the Services until you remedy Your Default, and to rely on Your Default to relieve us from the performance of the Services, in each case to the extent Your Default prevents or delays performance of the Services. In certain circumstances Your Default may entitle us to terminate the Contract under clause 15 (Termination);
  2. (b) we will not be responsible for any costs or losses you sustain or incur arising directly or indirectly from our failure or delay to perform the Services; and
  3. (c) it will be your responsibility to reimburse us on written demand for any costs or losses we sustain or incur arising directly or indirectly from Your Default, including the return to you of any hardware delivered to us.
7. Services in UK only
1. 7.1 Unfortunately, we are unable to perform the Services at addresses outside the UK.
2. 7.2 You may place an order for the Services from an address outside the UK, but the order must be for performance of the Services to an address in the UK.
8. Charges
1. 8.1 In consideration of us providing the Services you must pay our charges (Charges) in accordance with this clause 8.
2. 8.2 The Charges are the pricing plans quoted on our site one of which you will select at the time you submit your order.
3. 8.3 If you wish to change the scope or specification of the Services after we accept your order, and we agree to such change, we will modify the Charges accordingly.
4. 8.4 We take all reasonable care to ensure that the prices stated for the Services are correct at the time when the relevant information was entered into the system. However, please see clause 8.7 for what happens if we discover an error in the price of the Services you ordered.
5. 8.5 Our Charges may change from time to time and we shall notify you of any such changes and you will be entitled to cancel your order or subscription on giving us one months’ notice in writing. How to give us formal notice is set out in clause 18.2.
6. 8.6 Our Charges are exclusive of VAT. Where VAT is payable in respect of some or all of the Services you must pay us such additional amounts in respect of VAT, at the applicable rate, at the same time as you pay the Charges.
7. 8.7 It is always possible that, despite our reasonable efforts some of the Services on our site may be incorrectly priced. If the correct price for the Services is higher than the price stated on our site, we will contact you by email as soon as possible to inform you of this error and we will give you the option of continuing to purchase the Services at the correct price or cancelling your order. We will not process your order until we have your instructions. If we are unable to contact you using the contact details you provided during the order process, we will treat the order as cancelled and notify you in writing. However, if we mistakenly accept and process your order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may cancel supply of the Services and refund you any sums you have paid.
9. How to pay
1. 9.1 Payment for the Services is in advance. We will take your payment in respect of your chosen payment plan upon acceptance of your order and will take subsequent payments monthly in advance.
2. 9.2 You can pay for the Services using a debit card or credit card. We accept cards supported by the Stripe Payments service, including Visa and Mastercard.
3. 9.3 We will send you an electronic invoice within two days of the beginning of the month following payment.
10. Intellectual property rights
1. 10.1 All intellectual property rights in or arising out of or in connection with the Services (other than intellectual property rights in any materials provided by you) will be owned by us.
2. 10.2 You agree to grant us a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by you to us for the term of the Contract for the purpose of providing the Services to you.
11. How we may use your personal information
1. 11.1 We will use any personal information you provide to us to:
  1. (a) provide the Services;
  2. (b) process your payment for the Services; and
  3. (c) inform you about similar products or services that we provide, but you may stop receiving these at any time by contacting us.
2. 11.2 We will process your personal information in accordance with our Privacy Policy, the terms of which are incorporated into this Contract.
12. Our liability to you as a business
1. 12.1 We have obtained insurance cover in respect of our own legal liability for individual claims not exceeding £1,000,000 per claim. The limits and exclusions in this clause reflect the insurance cover we have been able to arrange and you are responsible for making your own arrangements for the insurance of any excess loss.
2. 12.2 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
  1. (a) death or personal injury caused by negligence;
  2. (b) fraud or fraudulent misrepresentation; and
  3. (c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
3. 12.3 Subject to clause 12.2, we will not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
  1. (a) loss of profits;
  2. (b) loss of sales or business;
  3. (c) loss of agreements or contracts;
  4. (d) loss of use or corruption of software, data or information;
  5. (e) loss of or damage to goodwill; and
  6. (f) any indirect or consequential loss.
4. 12.4 Subject to clause 12.2, our total liability to you arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will be limited to the total Charges paid under the Contract.
5. 12.5 We have given commitments as to compliance of the Services with the relevant specification in clause 5.2. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
6. 12.6 Unless you notify us that you intend to make a claim in respect of an event within the notice period, we shall have no liability for that event. The notice period for an event shall start on the day on which you became, or ought reasonably to have become, aware of the event having occurred and shall expire three months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
7. 12.7 Nothing in these Terms limits or affects the exclusions and limitations set out in our Acceptable Use Policy.
8. 12.8 This clause 12 will survive termination of the Contract.
13. Our responsibility for loss or damage suffered by you if you are a consumer
1. 13.1 We are responsible to you for foreseeable loss and damage caused by us. If we fail to comply with these terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking this contract or our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the contract was made, both we and you knew it might happen, for example, if you discussed it with us during the sales process.
2. 13.2 We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors; for fraud or fraudulent misrepresentation; for breach of your legal rights in relation to the Services.
3. 13.3 We are not liable for business losses. If you are a consumer, we only supply the Services for to you for domestic and private use. If you use the Services for any commercial, business or re-sale purpose our liability to you will be limited as set out in clause 12.
14 Confidentiality
1. 14.1 We each undertake that we will not at any time during the Contract, and for a period of five years after termination of the Contract, disclose to any person any confidential information concerning one another's business, affairs, customers, clients or suppliers, except as permitted by clause 14.2.
2. 14.2 We each may disclose the other's confidential information:
  1. (a) to such of our respective employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of exercising our respective rights or carrying out our respective obligations under the Contract. We will each ensure that such employees, officers, representatives, subcontractors or advisers comply with this clause 14; and
  2. (b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
3. 14.3 Each of us may only use the other's confidential information for the purpose of fulfilling our respective obligations under the Contract.
15. Termination, consequences of termination and survival
1. 15.1 Termination. Without limiting any of our other rights, we may suspend the performance of the Services, or terminate the Contract with immediate effect by giving written notice to you if:
  1. (a) you commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within 10 days of you being notified in writing to do so;
  2. (b) you fail to pay any amount due under the Contract on the due date for payment;
  3. (c) you take any step or action in connection with you entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of your assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
  4. (d) you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or
  5. (e) your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy.
2. 15.2 Consequences of termination. Termination of the Contract will not affect your or our rights and remedies that have accrued as at termination.
3. 15.3 Survival. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.
16. Events outside our control
1. 16.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control, including a pandemic or Covid-19 (Event Outside Our Control).
2. 16.2 If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:
  1. (a) we will contact you as soon as reasonably possible to notify you; and
  2. (b) our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. We will arrange a new date for performance of the Services with you after the Event Outside Our Control is over.
3. 16.3 You may cancel the Contract affected by an Event Outside Our Control which has continued for more than 90 days. To cancel please contact us. If you opt to cancel we will refund the price you have paid, less the charges reasonably and actually incurred us by in performing the Services up to the date of the occurrence of the Event Outside Our Control.
17. Non-solicitation You must not attempt to procure services that are competitive with the Services from any of our directors, employees or consultants, whether as an employee or on a freelance basis, during the period that we are providing the Services to you and for a period of six months following termination of the Contract.
18. Communications between us
1. 18.1 When we refer to "in writing" in these Terms, this includes email.
2. 18.2 Any notice or other communication given by one of us to the other under or in connection with the Contract must be in writing and be delivered personally, sent by pre-paid first class post or other next working day delivery service, or email.
3. 18.3 A notice or other communication is deemed to have been received:
  1. (a) if delivered personally, on signature of a delivery receipt or at the time the notice is left at the proper address;
  2. (b) if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second working day after posting; or
  3. (c) if sent by email, at 9.00 am the next working day after transmission.
4. 18.4 In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.
5. 18.5 The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action.
19. General
19.1 Assignment and transfer
1. (a) We may assign or transfer our rights and obligations under the Contract to another entity
2. (b) You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.
19.2 Variation. Any variation of the Contract only has effect if it is in writing and signed by you and us (or our respective authorised representatives).
19.3 Waiver. If we do not insist that you perform any of your obligations under the Contract, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.
19.4 Severance. Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
19.5 Third party rights. The Contract is between you and us. No other person has any rights to enforce any of its terms.
19.6 Governing law and jurisdiction. The Contract is governed by English law and we each irrevocably agree to submit all disputes arising out of or in connection with the Contract to the exclusive jurisdiction of the English courts.