These Terms of Service ("Terms") govern your use of the website at labters.com (the "Site") and any services provided by Labters Ltd ("Labters", "we", "us" or "our"), a company registered in England and Wales. By accessing the Site or engaging us for services, you agree to be bound by these Terms.
1. About these Terms
These Terms apply alongside any signed proposal, statement of work, master services agreement or order form ("Engagement Documents"). Where there is a conflict between these Terms and a signed Engagement Document, the Engagement Document prevails for that engagement.
2. Our services
Labters provides design, engineering, product and consulting services including, but not limited to, web design and development, mobile application design and development, SaaS and B2B product engineering, AI automation, and product strategy. Specific deliverables, timelines and acceptance criteria for each engagement are set out in the relevant Engagement Document.
3. Engagements & statements of work
Each engagement requires a written statement of work or proposal signed by both parties. Material changes to scope, timelines or fees will be agreed in writing through a change request before work proceeds.
- Client responsibilities. You agree to provide reasonable cooperation, timely feedback, content, access to systems and a single point of contact authorised to make decisions.
- Subcontractors. We may use vetted subcontractors and remain responsible for their work.
4. Fees & payment
Fees are set out in the Engagement Document and are exclusive of UK VAT and similar taxes unless stated otherwise. Unless agreed otherwise, invoices are payable within fourteen (14) calendar days of issue. We may charge interest on late payments at the statutory rate under the Late Payment of Commercial Debts (Interest) Act 1998.
5. Intellectual property
- Pre-existing IP. Each party retains ownership of intellectual property it owned before the engagement.
- Deliverables. On full payment of all fees due for an engagement, we assign to you the intellectual property rights in the bespoke deliverables created specifically for you under that engagement.
- Tools, frameworks & know-how. Background tools, frameworks, libraries, design tokens and know-how developed or used by us remain our property; we grant you a perpetual, non-exclusive, royalty-free licence to use them as embedded in the deliverables.
- Third-party components. Open-source and third-party components remain subject to their original licences.
6. Confidentiality
Each party agrees to keep the other party's confidential information confidential, to use it solely for the purpose of performing the engagement, and to protect it with at least the same care it uses for its own confidential information. This obligation survives termination for a period of three (3) years.
7. Warranties
We warrant that our services will be performed with reasonable skill and care, in line with good industry practice, and by appropriately skilled personnel. Save for this warranty and any warranties expressly set out in an Engagement Document, all other warranties, conditions and representations, whether express or implied, are excluded to the maximum extent permitted by law.
8. Limitation of liability
Nothing in these Terms limits or excludes either party's liability for death or personal injury caused by negligence, fraud, fraudulent misrepresentation, or any liability that cannot be limited under English law.
Subject to the paragraph above, our total aggregate liability arising out of or in connection with an engagement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed the fees paid by you under that engagement in the twelve (12) months preceding the event giving rise to the claim.
Neither party will be liable for any indirect, special, or consequential loss, loss of profits, loss of revenue, loss of goodwill, or loss of data.
9. Termination
Either party may terminate an engagement on thirty (30) days written notice or immediately for material breach not remedied within fourteen (14) days of written notice. On termination you will pay for all work performed and committed costs incurred up to the effective date of termination.
10. Data protection
We process personal data in accordance with the UK GDPR, the Data Protection Act 2018, and our Privacy Policy. Where we process personal data on your behalf, the parties will enter into a data processing agreement on customary terms.
11. Governing law & jurisdiction
These Terms and any dispute or claim arising out of or in connection with them shall be governed by and construed in accordance with the laws of England and Wales. The parties submit to the exclusive jurisdiction of the courts of England and Wales.
12. Contact
If you have any questions about these Terms, please contact us at info@labters.com or write to us at our London office in Shoreditch, London EC2A.