RPilot Terms

1.1These RPilot Terms (“RPilot Terms”) apply to RPilot and any other AI features of the RDrive software (together, “RPilot”), and to RPilot credits. They apply to:

1. (a)anyone who buys credits (a “Purchaser”);
2. (b)any organisation or team given access to credits bought by someone else (a “Grantee”), such as a subcontractor given credits by a project’s main contractor; and
3. (c)every individual who uses RPilot (a “User”).

1.2Each User must accept these RPilot Terms by selecting “I agree” before first using RPilot, and must accept each new version before continuing to use it. A Purchaser accepts them by buying Credits, and a Grantee by making Credits available to its Users or using them. Anyone accepting on behalf of an organisation confirms that they are authorised to do so, and that organisation is bound.

1.3Where the Purchaser or Project Owner has an Order Form with RDrive, these RPilot Terms form part of that agreement. For matters relating to RPilot and credits, these RPilot Terms prevail over the Licence Terms and the EULA, but special conditions in an Order Form prevail over these RPilot Terms.

2.1In these RPilot Terms, words defined in the Licence Terms have the same meaning, and:

• “Credits” means the units used to pay for RPilot usage.
• “Credit Pool” means a balance of Credits held by a Purchaser for use on a particular RDrive system, which may be limited to specific projects and teams within that system.
• “Inputs” means prompts, files, data and instructions submitted to RPilot, including Customer Data that RPilot accesses to respond.
• “Outputs” means content, answers, summaries, records and actions produced by RPilot.
• “Licence Terms” means the RDrive Licence Terms published at rdrive.io.
• “Model Provider” means a third party whose AI model RPilot uses to process Inputs and generate Outputs.
• “Project Owner” means the organisation that holds the RDrive licence for a project and controls its settings.
• “RDrive” means the RDrive company named on the Order Form, quotation, invoice or checkout receipt for the relevant Credits or, for a Grantee or User who has not bought Credits, the RDrive company that licenses the Software to the Project Owner.

3.1Credits are bought through an RDrive quotation or Order Form and paid for by bank transfer, or through any other payment method RDrive makes available, such as an online payment provider. Credits are issued only after RDrive has received payment in full.

3.2Credits are deducted as RPilot is used. The number of Credits a request uses depends on the processing it needs, such as the AI model used and the length of the request and response. RDrive’s records of Credits used are conclusive unless shown to be wrong. RDrive may change how Credits are deducted, and a change applies only to usage after it takes effect.

3.3Credits do not expire while the RDrive system their Credit Pool is scoped to remains active. If that system is closed, the Purchaser may ask RDrive, within 12 months of closure, to move any unused Credits to another RDrive system it uses. Credits not moved within that period expire. Credits have no cash value, are non-refundable and cannot be transferred, except by granting them under clause 4 or moving them under this clause.

3.4No refund or replacement of Credits is due if RPilot is switched off for a project or organisation, if a Credit Pool’s scope is changed, if a project or team is removed from a Credit Pool, if a project or licence ends, or if access is suspended under clause 9.

3.5If RDrive permanently withdraws RPilot, it will refund or credit the Purchaser for paid Credits that are unused and unexpired at the date of withdrawal.

3.6RDrive sets default daily, weekly and monthly usage limits for each Credit Pool. A Purchaser may ask RDrive to change the limits on its Credit Pool. RDrive may decline or adjust a request where reasonably necessary for security, fair use or the stability of RPilot. RDrive is not responsible for any interruption caused by a Credit Pool reaching a limit.

3.7RDrive may give a free starter allowance of Credits to a team on a project when RPilot is first used there. RDrive sets the amount and may change or stop offering it at any time. Starter Credits have no cash value and cannot be refunded or transferred. RDrive may limit them to one allowance per team and project, and may remove them if it reasonably believes they are being misused, for example by creating projects or teams to obtain further allowances.

4.1A Purchaser’s Credit Pool is scoped to an RDrive system, and may be limited to specific projects and teams within it, including teams belonging to other organisations working on those projects.

4.2The Purchaser remains responsible to RDrive for its Credit Pool and for all use of it, including use by its Grantees and their Users. The Purchaser must ensure that any team it includes in its Credit Pool is entitled to use RPilot under these RPilot Terms.

4.3A Purchaser may remove projects or teams from its Credit Pool at any time. Any arrangement between a Purchaser and a Grantee about Credits, including payment, is solely between them.

4.4RDrive has no obligation to a Grantee in relation to Credits it has been granted, including any refund, balance, expiry or dispute with the Purchaser.

4.5Until RDrive makes self-service administration available to Purchasers, RDrive will set up and change Credit Pools, scoping, grants and usage limits on the Purchaser’s behalf, on written instructions (including by email) from the Purchaser. In doing so:

1. (a)RDrive will act only on instructions from the Purchaser’s pool administrator, who is the person who placed the order for the Credits unless the Purchaser tells RDrive otherwise in writing;
2. (b)the Purchaser is responsible for the accuracy of its instructions, and RDrive may decline or delay any instruction it reasonably doubts until it has been confirmed;
3. (c)RDrive will action instructions within a reasonable time, and changes apply only from when they are made. RDrive is not responsible for use of Credits before a change is made; and
4. (d)if RDrive makes an error in carrying out an instruction, its only obligation is to correct the error and restore any Credits used as a result, provided the Purchaser reports the error within 30 days of the change. This is the Purchaser’s only remedy for such an error.

5.1RPilot can be switched on or off at organisation level and at project level by an Administrator. If it is switched off at organisation level, it cannot be switched on for any of that organisation’s projects. If it is switched on at organisation level, an organisation Administrator can also switch it off for a specific project, and that project’s administrators cannot switch it back on. Otherwise each project can be switched on or off at project level, and new projects start with RPilot switched on.

5.2The Project Owner’s settings apply to everyone working on its projects, including Grantees and Users using their own Credits.

5.3Each organisation is responsible for using these controls if it does not want RPilot used. RDrive may rely on the settings in place at the time of use and is not responsible for use of RPilot while it is switched on. A change to a setting applies from the time it is made.

6.1RPilot sends Inputs to Model Providers to generate Outputs. Model Providers act as RDrive’s sub-processors.

6.2By default, RPilot uses models from Model Providers whose terms with RDrive do not permit them to use Inputs or Outputs to train their models. RDrive relies on those Model Providers’ commitments and is not responsible if a Model Provider fails to keep them.

6.3If a User chooses a model other than RDrive’s default models, that Model Provider’s terms apply to its processing of Inputs and Outputs. The User and its organisation are responsible for reviewing and accepting those terms.

6.4Inputs and Outputs stored in a project form part of that project’s Customer Data. They can be seen and controlled by the Project Owner, including those created by Grantees and their Users.

6.5RDrive may keep records of RPilot usage, such as Credits used, times and Users, for billing, security, support and improving RPilot. These records do not include the content of Inputs or Outputs beyond what is needed for those purposes.

7.1RPilot uses AI and can make mistakes. Outputs may be inaccurate, incomplete, out of date or inconsistent, and may be similar to outputs produced for others.

7.2Outputs are not professional advice, including engineering, design, safety, legal or financial advice. Users must review Outputs before relying on them, particularly for decisions about safety, quality, compliance or contracts.

7.3RPilot can create and change records in the Software on a User’s behalf. It is designed to act only within that User’s existing permissions, so the Project Owner and its Administrators are responsible for setting permissions appropriately. Records created or changed by RPilot are treated as made by that User, and the User is responsible for checking them.

7.4RDrive is not responsible for any decision made, or action taken, based on Outputs.

8.1As between RDrive and the Project Owner, Inputs and Outputs belong to the Project Owner in the same way as its other Customer Data.

8.2RDrive and its licensors own RPilot, including its prompts, skills, configuration and the underlying models. RDrive does not guarantee that Outputs are protected by intellectual property rights or that they do not infringe the rights of others.

9.1Users must not use RPilot:

1. (a)unlawfully, or to create harmful, abusive, discriminatory or misleading content;
2. (b)with Inputs they do not have the right to use;
3. (c)to try to extract RPilot’s prompts, models or configuration, or to bypass its safeguards or usage limits;
4. (d)to develop a competing product or train another AI model;
5. (e)as the sole basis for any safety-critical decision; or
6. (f)in breach of the usage policies of the relevant Model Provider.

9.2RDrive may suspend RPilot for any User, organisation or project if it reasonably believes these RPilot Terms have been breached, or where needed for security, to comply with law, or because a Model Provider requires it.

10.1RDrive may change RPilot’s features, models and Model Providers from time to time. Clause 3.5 applies if RPilot is permanently withdrawn.

11.1Nothing in these RPilot Terms limits or excludes liability that cannot be limited or excluded by law.

11.2Where a Purchaser has an Order Form, clause 12 of the Licence Terms applies to RPilot, and RPilot is part of the Services under that Order Form.

11.3Where a Purchaser has no Order Form, RDrive’s total liability to it in connection with RPilot and Credits is limited to the amount it paid for Credits in the 12 months before the event giving rise to the claim, and the exclusions in clause 12.2 of the Licence Terms apply.

11.4To the fullest extent permitted by law, RDrive has no liability to any Grantee or User who has not bought Credits from RDrive. Any claim they have lies against the organisation that gave them access.

11.5Each Purchaser, Grantee and User’s organisation will be responsible for, and will compensate RDrive for, any third-party claim arising from its Inputs or its use of RPilot in breach of these RPilot Terms.

12.1RDrive may publish new versions of these RPilot Terms. Each version is published at its own dated web address and applies to Credits bought, and RPilot used, from its effective date. Users will be asked to accept each new version before they can continue to use RPilot.

12.2Where an Order Form applies, clause 16 of the Licence Terms governs disputes. Otherwise, these RPilot Terms are governed by English law and the courts of England and Wales have exclusive jurisdiction.

12.3If these RPilot Terms are translated, the English version prevails.