autoloMATE Launchpad Terms & Condition

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If you have any questions about our Terms and Conditions, Privacy Policy or if you would like to communicate with our Data Protection Office or the Compliance Team, please contact us at compliance@autolomous.com

Agreed Terms

PLEASE READ CAREFULLY BEFORE ACCESSING THE PLATFORM. IMPORTANT NOTICE TO ALL USERS:
  • These Terms take effect when you click the “I have read and agree to the Terms & Conditions” button or by accessing or using the Launchpad platform. By clicking on the “I have read and agree to the Terms & Conditions” button or by accessing or using the Launchpad platform you (A) acknowledge that you have read and understand these Terms; (B) represent and warrant that you have the right, power, and authority to enter into these Terms and, if entering into these Terms for an organisation, that you have the legal authority to bind that organisation; and (C) accept these Terms and agree that you are legally bound by them and your ongoing use of the Services shall be deemed to constitute agreement with these Terms.
  • If you do not agree to these Terms, you may not access or use the Launchpad platform.
YOUR ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF CLAUSE ‎12 (LIMITATION OF LIABILITY)
  • About Us
      1. Autolomous Limited (“we”, “our”, “us”) is a company registered in England & Wales with company number 11810723 whose registered office is at 20-22 Wenlock Road, London, N1 7GU, United Kingdom.
      2. To contact us, use AutoloMATE Chat or email us at Launchpad@autolomous.com. The means of giving us formal notice of any matter under the Contract is set out in clause ‎14.11.
  • Our Contract with You
      1. These terms and conditions (“Terms”) set out the basis on which we supply the Services to you and the basis on which you are entitled to use the Services (“Contract”). The Terms and the terms of our privacy policy apply to the exclusion of any other terms that you may seek to impose or incorporate, or which are implied by law, trade customer, practice or course of dealing.
      2. The Contract is the entire agreement between you and us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.
      3. You should print a copy of these Terms for future reference.
  • Supply of Services
      1. The “Services” means any or all of:
        1. the provision of access to and the granting of permission to use the Launchpad platform, a fee-free electronic batch record (eBR) builder application on our AutoloMATE platform, that we make available to therapy developers for the purpose of evaluating the digitisation of manufacturing processes, to enable scalability of cell and gene therapies (“Platform”); 
        2. the functionality and services that we provide to you via the Platform, including hosting of the Platform by our selected third party hosting services (“Platform Services”);
        3. the live chat and email-based support which shall be available to you (“Support Services”); and
        4. any materials, including training materials, provided by us in relation to any part of the Services.
  • Access to the Platform and Provision of Services
      1. We grant to you a non-exclusive, non-transferable, revocable right, without the right to grant sub-licences, to access the Platform and to use the Platform Services and the Support Services, from the Effective Date, in each case solely for your business operations. For the avoidance of doubt, you shall be permitted to access the Platform via the front-end user interface only and you shall not be granted any rights in relation to our systems, the back-end data access layer of the Platform, or the source code in or relating to the Platform, except for via an Autolomous API for the purpose of systems integration.
      2. We shall, be entitled to access the Platform for the purposes of: (i) providing the Support Services; and/or (ii) carrying out the maintenance described in clause ‎4.3.1.
      3. We may suspend access to the Platform and provision of the Services: 
        1. at any such time and for such period as is necessary to carry out maintenance (including implementing any Upgrades) as determined by us; 
        2. at any time, to reduce or prevent unauthorised access to or use of our systems or the Platform; and/or
        3. at any time, if required to do so as a result of a direction from any government, or law enforcement or other authority.
      4. We do not guarantee that:
        1. the Services will be error-free, provided, however, that the Services shall perform without material defect or error;
        2. any or all data will be accurate or secure in every respect (and the parties acknowledge and agree that we take no responsibility for the quality, completeness or accuracy or any of the data that you upload and which are used to provide the Services); and
        3. performance of the Services will not be affected by your data entry errors, including incorrect entries, double entries or delayed entries, or incorrect data supplied by third parties.
      5. We are not responsible for any delays, delivery failures, or any other loss or damage resulting from:
        1. the transfer of data over communications networks and facilities, including the internet, and you acknowledge that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities; or
        2. any act or omission by you, your agents, subcontractors or consultants.
      6. We may change, refine or otherwise modify the features and functionality of any of the Services.
  • Your Obligations 
      1. It is your responsibility to ensure that you:
        1. cooperate with us and provide us with such information, including materials, specifications, information and data inputted by you for the purpose of using the Services (“Customer Materials”) and assistance as we shall reasonably require to enable us to perform the Services or access the Platform, as required;
        2. provide, in a timely manner, such data and information as we may reasonably require for the provision of the Services and ensure that it is accurate and complete in all material respects; 
        3. ensure that you have all the licences, permissions, authorisations, consents and permits that you need to provide any Customer Materials to us and to permit us and our subcontractors and consultants to use such Customer Materials for the purposes of providing the Services;
        4. without affecting your other obligations under these Terms, comply with all applicable laws and regulations with respect to your activities under the Contract;
        5. use the Services in accordance with these Terms; and
        6. not on or via the Platform access, store, distribute or transmit any Viruses, or any material during the course of your use of the Services that: (i) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; (ii) facilitates illegal activity; (iii) depicts sexually explicit images; (iv) promotes unlawful violence; (v) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or (vi) is otherwise illegal or causes damage or injury to any person or property, and we reserves the right, without liability or prejudice to our other rights to you, to disable the your access to any material that breaches the provisions of this clause ‎5.1.6.
      2. Except as expressly permitted under these Terms or by applicable law, you shall not:
        1. copy, modify, adapt, correct errors, or create derivative works from, the Platform;
        2. other than to the minimum extent permitted by law, attempt to decode, reverse engineer, disassemble, decompile or otherwise translate or convert the Platform;
        3. assign, sub-licence, lease, resell, distribute or otherwise deal in or encumber the Platform;
        4. remove or modify any copyright or similar notices, or any of our or any other person’s branding, that the Platform causes to be displayed when used or that is displayed in any documentation provided by us;
        5. use the Platform, or permit it to be used, on behalf of any third party or otherwise than strictly in accordance with these Terms; or
        6. attempt to circumvent or interfere with any security features of the Platform.
      3. You shall notify us in writing as soon as you become aware of any actual or suspected unauthorised installation or use of the Platform.
  • Password And Access
      1. You undertake that:
        1. you shall keep a secure password for your use of the Services; and
        2. you shall keep your password confidential.
      2. We shall have the right, in our sole discretion, to remove, restrict, suspend or terminate your access to the Services or any part thereof, with or without notice, for any reason or no reason at all. This right may be exercised by us to ensure the integrity and optimal functioning of the Platform, to enforce these Terms, to comply with legal obligations, or to protect the rights, property or safety of us, other users, or the public. 
  • Improvement of the Services and Outreach
      1. We may monitor, collect, store and use information on the use and performance of the Services (including anonymised forms of your data) to detect threats or errors to the Services and/or our operations and for the purposes of the further development and improvement of our services. 
      2. We may monitor, collect, store and use information relating to your use and activity on the Platform to understand your experience with the Services and to contact you regarding your experience for the purpose of obtaining feedback, providing support, and offering recommendations for how to optimise your use of the Services.
  • Customer Materials
      1. You grant us a worldwide, non-exclusive, royalty-free licence to use, copy and modify the Customer Materials for the sole purpose of providing the Services pursuant to the terms of the Contract.
      2. You warrant that:
        1. use of the Customer Materials will not infringe any third-party Intellectual Property rights;
        2. the Customer Materials do not contain any Viruses or any malicious or disabling code;
        3. the Customer Materials are accurate;
        4. to the extent that the Customer Materials include personal information of an individual, you have obtained all necessary consents from the relevant individual to use and disclose the Customer Materials as contemplated under the Contract, and that any use of such Customer Materials by us will not breach Data Protection Legislation; and
        5. the Customer Materials comply with all applicable laws.
      3. Subject to clause ‎10, you shall indemnify and hold us harmless against any claims, actions, proceedings, losses, damages, expenses and costs (including court costs and reasonable legal fees) arising out of or in connection with our use of Customer Materials.
  • Data Protection
      1. Each party will comply with all applicable requirements of all applicable data protection legislation in force from time to time in the UK, including the UK GDPR, the Data Protection Act 2018, the Privacy and Electronic Communications Directive 2002/58/EC (as amended) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426), and other European Union legislation relating to personal data (“Data Protection Legislation”). This clause ‎9 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation.
      2. Each party acknowledges that:
        1. if we process any personal data on your behalf when performing our obligations under this agreement, you are the controller and we are the processor for the purposes of the Data Protection Legislation;
        2.  the scope, nature and purpose of processing by us, the duration of the processing and the types of personal data and categories of data subject are as follows: 
          1. processing by us:
            1. nature and purpose of processing: for the provision of the Services under this Contract and access to the Platform;
            2. duration of the processing: for the term of this Agreement;
          2. types of personal data:
            1. the types of personal data are: Name, email address, password, signature;
  • categories of data subject:
            1. the data subject categories are: users of the Platform;
        2. the personal data may be transferred or stored outside the EEA or the country where you are located in order to carry out the Services and our other obligations under this agreement, provided that such countries are deemed by the European Commission to provide adequate protection to data subjects (pursuant to Article 45 of the GDPR).
      2. Without prejudice to the generality of clause ‎9.1, the you will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to us for the duration and purposes of the Contract so that we may lawfully use, process and transfer the personal data in accordance with the Contract on your behalf.
      3. Without prejudice to the generality of clause ‎9.1, we shall, in relation to any personal data processed in connection with the performance by us of our obligations under the Contract:
        1. process that personal data only on your documented written instructions unless we are required by the laws of any member of the European Union or by the laws of the European Union applicable to us and/or Domestic UK Law (where “Domestic UK Law” means UK data protection legislation and any other law that applies in the UK) to process personal data (“Applicable Laws”). Where we are relying on Applicable Laws as the basis for processing personal data, we shall promptly notify you of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit us from so notifying you;
        2. not transfer any personal data outside of the European Economic Area and the United Kingdom unless the following conditions are fulfilled:
          1. either you or we have provided appropriate safeguards in relation to the transfer;
          2. the data subject has enforceable rights and effective legal remedies;
        3. comply with our obligations under the Applicable Laws by providing an adequate level of protection to any personal data that is transferred;
          1. such countries outside of the European Economic Area and the United Kingdom are deemed by the European Commission to provide adequate protection to data subjects (pursuant to Article 45 of the GDPR); and
          2. we comply with reasonable instructions notified to it in advance by you with respect to the processing of the personal data;
        4. assist you in responding to any request from a data subject at no additional cost to you (provided that such requests do not, in our reasonable opinion, become excessive (in regards to either volume and/or frequency), in which case we shall, at our discretion, be permitted to charge you a reasonable mutually agreed fee in respect of our assistance in responding to any requests);
        5. assist you, at your cost, in ensuring compliance with your obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
        6. notify you without undue delay on becoming aware of a personal data breach;
        7. at your written direction, delete or return personal data and copies thereof to you on termination of the Contract unless required by Applicable Law to store the personal data (and for these purposes the term “delete” shall mean to put those data beyond use); and
        8. maintain complete and accurate records and information to demonstrate our compliance with this clause ‎9 and immediately inform you if, in our opinion, an instruction infringes the Data Protection Legislation.
      4. Each party shall ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymisation and encrypting personal data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it).
      5. You agree that we may engage another processor to carry out processing activities in the provision of the Services or to fulfil our obligations under the Contract and we will notify you of the identity of each such processor before engaging them to provide such processing activities. 
      6. We will also process your personal data in accordance with our privacy policy, the terms of which are incorporated into this Contract.
      7. The parties may, at any time, agree in writing to revise this clause ‎9 by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme.
  • Proprietary Rights
      1. You acknowledge and agrees that we and/or our licensors own all Intellectual Property rights in the Platform and the Services. Except as expressly provided, the Contract does not grant you any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other Intellectual Property or any other rights or licences in respect of the Platform or the Services. 
      2. We acknowledge and agree that you and/or your licensors own all Intellectual Property rights in the Customer Materials. Except as expressly provided, the Contract does not grant us any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other Intellectual Property or any other rights or licences in respect of the Customer Materials.
  • Confidentiality
      1. Each party may be given access to Confidential Information from the other party in order to perform its obligations under the Contract. A party’s Confidential Information shall not be deemed to include information that:
        1. is or becomes publicly known other than through any act or omission of the receiving party;
        2. was in the other party’s lawful possession before the disclosure;
        3. is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
        4. is independently developed by the receiving party, which independent development can be shown by written evidence.
      2. Subject to clause ‎11.4, each party shall hold the other’s Confidential Information in confidence and shall not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than the implementation of the Contract.
      3. Each party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of the Contract.
      4. A party may disclose Confidential Information to the extent that Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause ‎11.4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure. 
      5. No party shall make, or permit any person to make, any public announcement concerning the Contract without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority, any court or other authority of competent jurisdiction.
      6. The above provisions of this clause ‎11 shall survive termination of the Contract, however arising.
  • Limitation of Liability

      YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.

  1. Neither party excludes or limits liability to the other party for: 
    1. fraud or fraudulent misrepresentation; 
    2. death or personal injury caused by negligence; or
    3. any matter in respect of which it would be unlawful to limit or exclude liability.
  2. Subject to clause ‎12.1, and except as expressly and specifically provided in the Contract:
    1. you assume sole responsibility for results obtained from the use of the Platform and the Services by you, and for any conclusions drawn from, or actions taken as a result of, such use. We shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to us by you in connection with the Services, or any actions taken by us at your written direction;
    2. all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from the Contract;
    3. subject to the warranties, representations and undertakings set out in the Contract, the Platform and the Services are provided to you on an “as is” basis; and
    4. we shall not be liable for any failure to perform, or delay in performing, any of our obligations under the Contract to the extent that the failure or delay results from your own failure or delay in performing any of your own obligations under the Contract or in satisfying any other dependency that is identified in the Contract.
  3. Subject to clauses ‎12.1 and ‎12.2: 
    1. neither party shall be liable, whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any: (i) loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss (in each case, whether direct or indirect); or (ii) special, indirect or consequential loss, costs, damages, charges or expenses however arising under the Contract; and
    2. each party’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to £100.
  • Termination
      1. In consideration of the parties’ mutual obligations under this Contract, the parties agree to be bound by the provisions of this Contract.
      2. You may terminate the Contract for convenience at any time by following the steps to close your account on the Platform.
      3. We may terminate the Contract at any time on written notice.
      4. Without affecting any other right or remedy available to us, we may at any time suspend your right to access or use the Platform and/or the Services if:
        1. you breach any material term or condition in the Contract (which shall include any unlawful or unauthorised use of the Platform or the Services, our Intellectual Property or our Confidential Information); or
        2. there is an allegation that Customer Materials infringe third party Intellectual Property rights. 
      5. Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if the other party commits a material breach of any term of the Contract which breach is irremediable or, if such breach is remediable, fails to remedy that breach within a period of 3 Business Days after being notified in writing to do so.
      6. On termination of the Contract for any reason:
        1. we will immediately cease performing the Services;
        2. all licences granted under the Contract shall immediately terminate and you shall immediately cease all use of the Platform and/or the Services ;
        3. each party shall return and make no further use of any equipment, property, and other items (and all copies of them) belonging to the other party; 
        4. we will provide you with the option to delete all Customer Materials from the Platform in a manner that ensures the secure and complete removal of your data;
        5. any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect; and
        6. 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, shall not be affected or prejudiced. 
  • General Provisions
    1. Force majeure: Either party shall have no liability to the other party under the Contract if it is prevented from or delayed in performing its obligations under the Contract, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including strikes (not including strikes of its own workforce), lock-outs or other industrial disputes, failure of a utility service or transport or telecommunications network, act of God, epidemic or pandemic, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm, or default of suppliers or subcontractors, provided that you are notified of such an event and its expected duration.
    2. Variation: No variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
    3. Waiver: No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
    4. Rights and remedies: Except as expressly provided in the Contract, the rights and remedies provided under the Contract are in addition to, and not exclusive of, any rights or remedies provided by law.
    5. Severance: If any provision or part-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.
    6. Assignment: We may subcontract our obligations under the Contract, provided that we shall at all times remain responsible for the performance of any obligations that we subcontract and provide 60 days advance written notice to you. Except as provided in the preceding sentence, neither party shall assign, transfer, subcontract or deal in any other manner with any or all of its rights and obligations under the Contract without the other party’s prior written consent.
    7. No partnership or agency: Nothing in the Contract is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
    8. Non-Solicitation: Each party agrees that it will not solicit the employment or consultancy of, offer employment or consultancy to, or otherwise hire or contract any employee or consultant of the other party to whom it is introduced or of whom it becomes aware in connection with the Services or the performance of the Contract, for the term of the Contract and for one year thereafter. Nothing in this clause will be interpreted or construed as prohibiting a party from hiring any such employee or consultant of the other party who answers a public advertisement or job posting, or otherwise voluntarily applies for hire without being prompted by that party.
    9. Third party rights: The Contract does not confer any rights on any person or party (other than the parties to the Contract and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
    10. Notices: All notices and consents to be given to a party under the Contract shall be in writing, in English, and delivered by hand or sent by prepaid registered post or by email.
    11. Any notice or document will be deemed to have been served:
      1. if delivered by hand at the time of delivery or, if delivered after 16:00 local time, on the next Business Day;
      2. if posted internally in any country, at 10:00 local time on the seventh Business Day after it was put into the post;
      3. if posted from one country to another country, at 10:00 local time on the fourteenth Business Day after it was put into the post; or
      4. if sent by email, twenty-four (24) hours from delivery if sent to the correct email address and no delivery failure notice is received, or on receipt of confirmation of receipt from the recipient.

Governing law and jurisdiction: The Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of London, England shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Contract or its subject matter or formation (including non-contractual disputes or claims).