Terms and Conditions

1. Introduction and Acceptance

These Terms and Conditions ("Terms") govern your use of the website and services provided by Astral Automation Solutions Ltd ("we", "our", "us", "Astral Automation").

Company Details:
Astral Automation Solutions Ltd
Company Number: 16436877
Registered Office: 62 New Road, Rumney, Cardiff, Wales, CF3 3AB
Email: info@astralautomation.co.uk

By accessing our website or engaging with our services, you agree to be bound by these Terms. If you do not agree with any part of these Terms, you must not use our website or services.

2. Definitions

• "Services" means the lab automation systems, software, consulting, and related services provided by Astral Automation.
• "Client" means any business or organization that enters into an agreement with us for the provision of Services.
• "Agreement" means any contract formed between Astral Automation and a Client for the provision of Services.
• "Intellectual Property" means all patents, rights to inventions, copyright and related rights, trademarks, business names, domain names, rights in get-up, goodwill, rights in designs, database rights, rights to use and protect confidential information, and all other intellectual property rights.
• "System" means the lab automation hardware, software, and integrated solutions provided by Astral Automation.

3. Use of Website

3.1 General Use

You may use our website for lawful purposes only. You must not use our website:

• In any way that breaches any applicable local, national, or international law or regulation
• In any way that is unlawful or fraudulent
• To transmit or send unsolicited commercial communications
• To harm or attempt to harm minors in any way
• To transmit any material that contains viruses or other harmful code

3.2 Intellectual Property

All content on our website, including text, graphics, logos, images, and software, is the property of Astral Automation or its licensors and is protected by UK and international copyright laws. You may not reproduce, distribute, or create derivative works from our content without our express written permission.

4. Services and Quotations

4.1 Service Descriptions

We provide bespoke lab automation systems and related services. All descriptions of Services are provided in good faith but are subject to change. We reserve the right to modify or discontinue Services at any time.

4.2 Quotations

All quotations provided are valid for 30 days from the date of issue unless otherwise stated. Quotations are not binding until we issue a formal written Agreement. We reserve the right to withdraw or amend quotations at any time before acceptance.

4.3 Formation of Agreement

An Agreement is formed when:

• We accept your order in writing; or
• Both parties execute a written contract; or
• We commence provision of Services with your knowledge and consent

5. Pricing and Payment

5.1 Prices

All prices are quoted in GBP (£) and are exclusive of VAT unless otherwise stated. We reserve the right to adjust prices to reflect changes in costs, including but not limited to materials, labour, and regulatory requirements.

5.2 Payment Terms

Unless otherwise agreed in writing:

• Payment terms are 30 days from the date of invoice
• For projects exceeding £50,000, staged payments may be required
• We may require a deposit before commencing work
• Interest may be charged on overdue payments at a rate of 8% per annum above the Bank of England base rate

5.3 Expenses

Any expenses incurred in delivering the Services (such as travel, accommodation, or specialist equipment) will be charged in addition to the quoted price unless otherwise agreed.

6. Delivery and Installation

6.1 Delivery Timescales

Delivery and installation timescales are estimates only and are not guaranteed. We will use reasonable endeavors to meet agreed timescales but shall not be liable for any delay.

6.2 Site Requirements

The Client is responsible for ensuring that:

• The site is ready for installation as per our specifications
• Adequate power, environmental conditions, and infrastructure are provided
• Safe access is available for our personnel and equipment
• Any necessary permits or approvals have been obtained

6.3 Acceptance

The System will be deemed accepted upon successful completion of agreed acceptance tests or, if no tests are specified, upon installation and initial operation.

7. Intellectual Property Rights

7.1 Our IP

All Intellectual Property Rights in the Systems, software, and methodologies developed by Astral Automation remain our exclusive property. Clients receive a license to use the System for their internal business purposes only.

7.2 Client IP

Any Intellectual Property Rights in data, materials, or information provided by the Client remain the Client's property. We will treat all such information as confidential.

7.3 Bespoke Developments

For bespoke systems, ownership of Intellectual Property Rights will be determined in the specific Agreement. Generally, we retain ownership of core technologies while granting the Client appropriate usage rights.

8. Warranties and Representations

8.1 Our Warranties

We warrant that:

• Services will be provided with reasonable care and skill
• Systems will substantially conform to agreed specifications
• We have the necessary expertise and resources to deliver the Services

8.2 Warranty Period

Unless otherwise agreed, we provide a 12-month warranty from the date of acceptance covering defects in materials and workmanship. This warranty does not cover:

• Normal wear and tear
• Misuse or unauthorized modifications
• Failure to maintain the System as specified
• Environmental factors outside our control

8.3 Disclaimer

Except as expressly stated in these Terms, all warranties, conditions, and representations (whether express or implied by statute, common law, or otherwise) are excluded to the fullest extent permitted by law.

9. Limitation of Liability

9.1 Excluded Losses

We shall not be liable for:

• Loss of profits, revenue, business, or anticipated savings
• Loss of data or damage to data
• Loss of goodwill or reputation
• Any indirect or consequential losses

9.2 Cap on Liability

Our total liability arising from or in connection with any Agreement shall not exceed the total fees paid or payable under that Agreement in the 12 months preceding the claim.

9.3 Exceptions

Nothing in these Terms excludes or limits our liability for:

• Death or personal injury caused by our negligence
• Fraud or fraudulent misrepresentation
• Any other liability that cannot be excluded by law

10. Confidentiality

Both parties agree to keep confidential all information disclosed by the other party that is marked as confidential or would reasonably be considered confidential. This obligation survives termination of any Agreement.

Exceptions apply where disclosure is:

• Required by law
• Already in the public domain
• Independently developed
• Approved in writing by the disclosing party

11. Data Protection

Both parties will comply with applicable data protection laws, including UK GDPR. Where we process personal data on behalf of a Client, we will do so only in accordance with the Client's instructions and maintain appropriate security measures.

For more information on how we handle personal data, please see our Privacy Policy.

12. Termination

12.1 Termination for Breach

Either party may terminate an Agreement immediately by written notice if the other party:

• Commits a material breach and fails to remedy it within 30 days of notice
• Becomes insolvent or enters administration
• Ceases to carry on business

12.2 Consequences of Termination

Upon termination:

• All outstanding fees become immediately due and payable
• Each party must return the other party's confidential information
• Provisions intended to survive termination (including confidentiality, intellectual property, and limitation of liability) will continue to apply

13. Force Majeure

Neither party shall be liable for any failure or delay in performing their obligations where such failure or delay results from circumstances beyond their reasonable control, including but not limited to acts of God, pandemic, war, terrorism, industrial disputes, fire, flood, or governmental restrictions.

14. General Provisions

14.1 Governing Law

These Terms and any disputes arising from them are governed by the laws of England and Wales. Both parties submit to the exclusive jurisdiction of the courts of England and Wales.

14.2 Entire Agreement

These Terms, together with any written Agreement, constitute the entire agreement between the parties and supersede all previous agreements, understandings, and representations.

14.3 Amendments

We may update these Terms from time to time. Any changes will be posted on our website with an updated "Last updated" date. Continued use of our services after changes constitutes acceptance of the new Terms.

14.4 Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will continue in full force and effect.

14.5 Waiver

No failure or delay by either party in exercising any right shall constitute a waiver of that right.

14.6 Third-Party Rights

These Terms are for the benefit of the parties only and are not intended to benefit any third party or be enforceable by any third party.

14.7 Assignment

Neither party may assign or transfer their rights or obligations under these Terms without the prior written consent of the other party.

15. Contact Information

If you have any questions about these Terms, please contact us:

Email: info@astralautomation.co.uk
Address: Astral Automation Solutions Ltd, 62 New Road, Rumney, Cardiff, Wales, CF3 3AB
Company Number: 16436877