TERMS & CONDITIONS

1. INTRODUCTION

These Terms and Conditions ("Terms") govern the relationship between EngineLab Limited ("EngineLab," "we," "us," or "our") and the client ("Client," "you," or "your") with respect to the provision of technology consultancy services, cloud infrastructure implementation, and support services as described in the relevant service agreement or statement of work.

By engaging our services, you acknowledge that you have read, understood, and agree to be bound by these Terms in their entirety.

2. SERVICES

2.1 Service Description
EngineLab provides cloud-based technology solutions for creative industries, including but not limited to:

Cloud infrastructure implementation and consultancy
Technology support services (EngineLab Support Licences or "ELS")
CTO advisory and AI implementation services
Bespoke software development

The specific services to be provided will be detailed in a written Service Agreement or Statement of Work agreed upon by both parties.

2.2 Service Delivery

We will use reasonable efforts to perform services in accordance with industry standards and practices. All services will be provided by qualified personnel with appropriate skills, training, and experience.

2.3 Service Level Agreements (SLAs)

For ELS customers, specific service levels, response times, and support availability will be detailed in a separate Service Level Agreement or in the applicable Service Agreement or Statement of Work. This will include the specific support coverage hours and performance metrics.

3. CLIENT RESPONSIBILITIES

3.1 Cooperation
You agree to provide reasonable cooperation, assistance, information, and access necessary for EngineLab to perform the services effectively, including but not limited to:

Designating a primary contact person responsible for communications with EngineLab
Providing timely responses to requests for information or approvals
Ensuring that your personnel are available for meetings, consultations, and decision-making as reasonably required
Providing timely access to necessary systems, data, and facilities

3.2 Accurate Information

You warrant that all information provided to EngineLab is complete and accurate to the best of your knowledge. EngineLab is not responsible for any deficiencies in services resulting from inaccurate or incomplete information provided by you.

3.3 Change Control Process

Either party may request changes to the scope, specifications, or deliverables by submitting a written change request
EngineLab will evaluate the request and provide Client with an impact assessment including any changes to fees, timeline, or resources
No change shall be binding unless approved in writing by authorized representatives of both parties
EngineLab reserves the right to charge for substantial time spent evaluating complex change requests

4. FEES AND PAYMENT

4.1 Fees
Fees for services will be as specified in the Service Agreement or Statement of Work. Fees may be structured as:

Per-user licence fees (for ELS services)
Fixed project fees (for implementation services)
Hourly rates (for advisory or bespoke development services)
A combination of the above

4.2 Payment Terms

Unless otherwise specified in the Service Agreement:

Invoices will be issued monthly in arrears for ongoing services
Implementation projects may require an initial deposit with milestone payments
Payment is due within thirty (30) days of the invoice date
All fees are exclusive of applicable taxes, which will be added to invoices as appropriate

4.3 Cloud Service Provider Charges

Where EngineLab manages Client cloud accounts under EngineLab's organization and incurs charges from cloud service providers (such as AWS) on Client's behalf:

EngineLab will invoice Client for these charges as they are incurred
Payment for cloud service provider charges is due within fifteen (15) days of the invoice date
EngineLab reserves the right to require prepayment or deposit for anticipated cloud charges for high-usage clients
Client acknowledges that EngineLab is liable to the cloud service provider for all charges incurred on Client's behalf

4.4 Late Payment

If any amount due remains unpaid after the due date:

EngineLab reserves the right to charge interest on overdue amounts at the rate of 2% per month or the maximum rate permitted by law, whichever is lower
EngineLab may suspend services until payment is received in full
For ELS services, access to support and the self-service platform may be restricted
For cloud services managed under EngineLab's organization, EngineLab reserves the right to restrict or suspend cloud resources until payment is received

4.5 Discounts and AWS Credits

Any AWS credits, incentives, or promotional offers mentioned in the Service Agreement are subject to approval and issuance by AWS
EngineLab will make reasonable efforts to secure such credits but cannot guarantee their availability
If promised AWS credits fail to materialize, Client remains responsible for all agreed fees and charges
Implementation discounts provided by EngineLab do not create additional obligations for Client beyond those specified in the Service Agreement

5. TERM AND TERMINATION

5.1 Term
The initial term of services will be specified in the Service Agreement. For ELS services, a minimum commitment period may apply.

5.2 Renewal

Unless otherwise specified, service agreements for ongoing services (such as ELS) will automatically renew for successive periods equal to the initial term unless either party provides written notice of non-renewal at least sixty (60) days before the end of the current term.

5.3 Termination for Convenience

Either party may terminate the agreement for convenience by providing at least ninety (90) days' written notice to the other party, subject to any minimum commitment period specified in the Service Agreement.

5.4 Termination for Cause

Either party may terminate the agreement immediately upon written notice if the other party:

Materially breaches the agreement and fails to remedy such breach within thirty (30) days of receiving written notice
Becomes insolvent, files for bankruptcy, or enters into arrangements with creditors
Ceases or threatens to cease carrying on business

5.5 Effect of Termination

Upon termination:

All outstanding fees become immediately due and payable
EngineLab will provide reasonable transition assistance at our then-current rates
You will return or destroy all EngineLab confidential information
EngineLab will return or destroy all client data in accordance with Section 7
Client retains the right to use any implemented infrastructure after termination, though EngineLab will no longer provide updates to the infrastructure
EngineLab will make all reasonable efforts to ensure implemented solutions remain operational after Client has transitioned away from EngineLab services
Provisions that by their nature should survive termination shall survive termination

5.6 Cloud Account Transition

If Client's cloud accounts are managed under EngineLab's organization:

Client may request to transition such accounts to their own ownership at any time by providing written notice
The parties will agree on a reasonable timeframe for transition, which shall not exceed sixty (60) days
Client must settle all outstanding charges for cloud services before the transition is completed
Client must establish their own billing relationship with the cloud service provider
EngineLab will provide reasonable assistance with the transition at our then-current rates

6. INTELLECTUAL PROPERTY

6.1 Ownership

**Pre-existing IP**: Each party retains all rights to its pre-existing intellectual property
**Project Deliverables**: Unless explicitly stated otherwise in the Service Agreement, EngineLab grants the Client a non-exclusive, perpetual license to use deliverables created specifically for the Client for their internal business purposes
**EngineLab Platform**: EngineLab retains all rights to its proprietary platform, tools, methodologies, and know-how
**Software and Tools**: EngineLab retains all intellectual property rights in any software, tools, scripts, or code developed by EngineLab during the provision of services, regardless of whether such software was developed specifically for Client. Client is granted a non-exclusive license to use such software solely for the purposes specified in the Service Agreement.

6.2 Client Materials

You grant EngineLab a limited license to use your materials and intellectual property solely for the purpose of providing the services during the term of the agreement.

6.3 Third-Party Materials

If any deliverable includes third-party materials, EngineLab will inform you of any applicable third-party terms and conditions.

7. DATA PROTECTION AND SECURITY

7.1 Data Processing
EngineLab will process client data only as necessary to provide the services and in accordance with applicable data protection laws and regulations.

7.2 Security Measures

EngineLab will implement and maintain appropriate technical and organizational security measures to protect client data from unauthorized access, loss, or disclosure.

7.3 Data Return or Deletion

Upon termination of services or upon request, EngineLab will either return or securely delete client data, except to the extent retention is required by law or for legitimate business purposes (such as backup archives).

7.4 Personal Data

If the services involve processing personal data (as defined by applicable data protection laws), the parties will execute a separate Data Processing Agreement that complies with applicable legal requirements.

7.5 Compliance with Industry Standards
EngineLab will implement and maintain solutions in accordance with:

Trusted Partner Network (TPN) security standards where specified in the Service Agreement
Generally accepted industry best practices for cloud security and infrastructure
Applicable technical standards for the specific services being provided

Client acknowledges that they remain responsible for their own regulatory compliance obligations and must inform EngineLab of any specific regulatory requirements applicable to the services.

7.6 Disaster Recovery and Business Continuity
EngineLab Measures

EngineLab will maintain reasonable disaster recovery and business continuity measures to minimize service disruption, including:

Regular backups of critical data and configurations
Redundancy for critical infrastructure components where specified in the Service Agreement
Documented recovery procedures for common failure scenarios

Client Responsibilities

Client acknowledges that:

Cloud service provider outages may impact service availability
Client is responsible for specifying any specific availability or recovery requirements in the Service Agreement
Additional disaster recovery measures beyond standard practices may incur additional costs

8. CONFIDENTIALITY

8.1 Confidential Information
Each party agrees to keep confidential all non-public information disclosed by the other party in connection with the services, including but not limited to:

Business plans and strategies
Technical information and know-how
Client data and user information
Pricing and financial information

8.2 Exclusions
Confidentiality obligations do not apply to information that:

Is or becomes publicly known through no fault of the receiving party
Was lawfully known to the receiving party before disclosure
Is received from a third party without a duty of confidentiality
Is independently developed by the receiving party

8.3 Duration
Confidentiality obligations survive the termination of the agreement for a period of five (5) years.

8.4 Non-solicitation
Neither party shall, during the term of the agreement and for a period of twelve (12) months following its termination, directly or indirectly solicit, employ, or engage any employee, contractor, or consultant of the other party who was involved in the provision or receipt of services, without the prior written consent of the other party. This restriction does not apply to general employment advertisements not specifically directed at the other party's personnel.

9. WARRANTIES AND DISCLAIMERS

9.1 Service Warranty
EngineLab warrants that:

Services will be performed in a professional and workmanlike manner
Services will conform to the descriptions in the Service Agreement
Personnel assigned to perform services will have the necessary skills and qualifications

9.2 Mutual Warranties

Each party warrants that:

It has the legal right and authority to enter into and perform its obligations under the agreement
It will comply with all applicable laws and regulations in performing its obligations

9.3 Disclaimers

EXCEPT AS EXPRESSLY STATED IN THESE TERMS OR THE SERVICE AGREEMENT, THE SERVICES ARE PROVIDED "AS IS" WITHOUT ANY WARRANTY OF ANY KIND. ENGINELAB DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

EngineLab does not warrant that the services will be uninterrupted or error-free or that all defects will be corrected.

9.4 Third-Party Services and Cloud Provider Limitations

EngineLab is not responsible for:

Failures, outages, or service interruptions of third-party cloud service providers (including AWS, Azure, Google Cloud, etc.)
Failures, errors, or defects in third-party software or services integrated with or used in connection with EngineLab's services
Data loss resulting from failures of third-party storage providers or cloud services

EngineLab will make reasonable efforts to assist Client in recovering from such incidents and may, at its discretion, help Client pursue remedies or compensation from third-party providers, but accepts no liability for such incidents.

Acceptance Process

Upon completion of implementation or development deliverables, EngineLab will notify Client
Client shall have ten (10) business days to test the deliverable and accept or reject it
Any rejection must specify the deficiencies in reasonable detail
EngineLab shall remedy deficiencies within a reasonable timeframe and resubmit for acceptance
Deliverables shall be deemed accepted if Client fails to accept or reject within the specified period or if Client uses the deliverable in a production environment

10. LIMITATION OF LIABILITY

10.1 Liability Cap
EXCEPT FOR THE EXCLUSIONS IN SECTION 10.3, THE TOTAL CUMULATIVE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THE AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, WILL NOT EXCEED THE TOTAL AMOUNT PAID BY CLIENT TO ENGINELAB DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.

10.2 Exclusion of Consequential Damages

NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF REVENUE, PROFITS, DATA, BUSINESS OPPORTUNITIES, OR ANTICIPATED SAVINGS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.3 Exclusions from Limitations

Nothing in these Terms limits liability for:

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

10.4 Force Majeure Events and Third-Party Failures

EngineLab shall not be liable for any failure or delay in performance, damage, loss, cost, or expense resulting from:

Cloud service provider outages, failures, or service interruptions
Regional or global cloud infrastructure failures
Third-party software errors, bugs, or vulnerabilities
Any other circumstances beyond EngineLab's reasonable control

10.5 Insurance Requirements
EngineLab Insurance:

EngineLab will maintain throughout the term of the agreement:

Professional liability/errors and omissions insurance with coverage of at least £1,000,000 per claim
Cyber liability insurance with coverage of at least £1,000,000 per claim
Commercial general liability insurance with coverage of at least £1,000,000 per occurrence

Client Insurance:

Client shall maintain appropriate insurance coverage for its business operations and personnel during the term of the agreement.

11. INDEMNIFICATION

11.1 EngineLab Indemnification
EngineLab will defend, indemnify, and hold harmless Client from and against any third-party claims, actions, or proceedings alleging that the services, when used as authorized, infringe any intellectual property right of a third party.

11.2 Client Indemnification

Client will defend, indemnify, and hold harmless EngineLab from and against any third-party claims, actions, or proceedings arising from Client's use of the services in violation of these Terms or applicable law, or any Client materials that infringe third-party rights.

11.3 Indemnification Procedure

The indemnified party must:

Promptly notify the indemnifying party of any claim
Provide reasonable cooperation in the defense of such claim
Grant the indemnifying party sole authority to defend or settle the claim

12. FORCE MAJEURE

Neither party will be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemic, terrorism, riot, war, civil unrest, strikes or labor problems, internet service provider failures, denial of service attacks, or failures or outages of cloud service providers.

13. GENERAL PROVISIONS

13.1 Relationship of Parties
EngineLab is an independent contractor. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between the parties.

13.2 Assignment

Neither party may assign or transfer its rights or obligations under the agreement without the prior written consent of the other party, except that either party may assign the agreement to a successor in connection with a merger, acquisition, or sale of all or substantially all of its assets.

13.3 Subcontractors

EngineLab may engage subcontractors to perform parts of the services, provided that EngineLab remains responsible for all obligations under the agreement and ensures that subcontractors comply with relevant terms.

13.4 Notices

All notices must be in writing and will be deemed given when:

Delivered personally
Sent by confirmed email, provided that a copy is also sent by regular mail
Sent by commercial overnight courier with written verification of receipt

Notices must be sent to the addresses specified in the Service Agreement or to such other address as either party may specify in writing.

13.5 No Waiver

No failure or delay by either party in exercising any right under these Terms will constitute a waiver of that right.

13.6 Severability

If any provision of these Terms is found to be unenforceable, the remaining provisions will remain in full force and effect, and the unenforceable provision will be replaced with an enforceable provision that most closely achieves the intent of the original provision.

13.7 Entire Agreement

These Terms, together with the Service Agreement and any referenced documents, constitute the entire agreement between the parties regarding the subject matter and supersede all prior or contemporaneous agreements, understandings, and communications, whether written or oral.

13.8 Amendments

These Terms may only be modified by a written amendment signed by authorized representatives of both parties or as otherwise specified in the Service Agreement.

14. GOVERNING LAW AND DISPUTE RESOLUTION

14.1 Governing Law
These Terms are governed by the laws of England and Wales, without regard to its conflict of laws principles.

14.2 Jurisdiction

The exclusive jurisdiction and venue for any legal action or proceeding arising out of or relating to these Terms shall be the courts located in London, England, and both parties consent to the jurisdiction of such courts. Client expressly waives any right to bring any action in or apply the laws of any jurisdiction other than England and Wales.

14.3 US and Canadian Jurisdiction Exclusion

Client acknowledges and agrees that EngineLab does not accept any contract that would be governed by the laws of, or require legal proceedings to take place in, the United States of America or Canada. If Client is located in these jurisdictions, Client expressly agrees that these Terms and any disputes arising from them shall be governed exclusively by the laws of England and Wales and shall be subject to the exclusive jurisdiction of the courts of England.

14.4 Alternative Dispute Resolution

Before resorting to litigation, the parties agree to attempt to resolve any dispute through mediation conducted by a mutually agreed mediator.

14.5 Dispute Escalation Process
Before initiating mediation or litigation, the parties agree to follow this escalation process:

The concerned party will first notify the other party's project manager or primary contact
If not resolved within five (5) business days, the matter will be escalated to director-level representatives of both parties
If not resolved within ten (10) additional business days, the matter will be escalated to executive-level representatives
Only after completing these steps may either party initiate the mediation process described in Section 14.4

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**Last Updated**: March 7, 2025

For questions about these Terms, please contact: legal@enginelab.io