Terms of Service

1. Acceptance of Terms

These terms of service ("Terms") govern your use of the website and services provided by ELS GLOBAL LIMITED (company number 17095467), registered at 2nd Floor College House, 17 King Edwards Road, Ruislip, HA4 7AE, United Kingdom ("we", "us", "our", or "Els Labs").

By accessing our website or engaging our services, you agree to be bound by these Terms. If you do not agree, please do not use our website or services.

2. Services

Els Labs provides bespoke software development and consultancy services, including but not limited to web development, mobile app development, SaaS platform development, AI integration, and software maintenance and support.

The specific scope, deliverables, timelines and fees for each engagement will be set out in a separate statement of work or project agreement ("Project Agreement") agreed between you and Els Labs.

3. Intellectual Property

Client work product

Unless otherwise agreed in writing, upon full payment of all applicable fees, all intellectual property rights in the work product created specifically for you under a Project Agreement shall be assigned to you. This includes source code, designs, documentation and other deliverables created exclusively for your project.

Pre-existing and general-purpose materials

Els Labs retains all rights in pre-existing materials, tools, frameworks, libraries and general-purpose components that we use or develop in the course of a project. Where such materials are incorporated into your deliverables, we grant you a perpetual, non-exclusive, royalty-free licence to use them as part of the delivered work.

Website content

All content on this website, including text, graphics, logos and software, is the property of ELS GLOBAL LIMITED and is protected by copyright and other intellectual property laws.

4. Payment Terms

Payment terms will be specified in each Project Agreement. Unless otherwise agreed:

• Invoices are payable within 14 days of the invoice date.
• All fees are quoted exclusive of VAT, which will be added where applicable.
• We reserve the right to charge interest on overdue payments at the rate of 4% above the Bank of England base rate.
• We may suspend work on a project if payments are significantly overdue.

5. Limitation of Liability

To the maximum extent permitted by law:

• Our total liability to you for any claim arising out of or in connection with our services shall not exceed the fees paid by you to us in the 12 months preceding the claim.
• We shall not be liable for any indirect, incidental, special, consequential or punitive damages, including loss of profits, data, business or goodwill.
• Nothing in these Terms excludes or limits our liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded by law.

6. Warranties

We warrant that our services will be provided with reasonable care and skill. Except as expressly stated in these Terms or a Project Agreement, all other warranties, whether express or implied, are excluded to the fullest extent permitted by law.

We do not warrant that our website will be uninterrupted, error-free or free from viruses or other harmful components.

7. Confidentiality

Both parties agree to keep confidential any information designated as confidential or that would reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure. This obligation shall survive the termination of any engagement for a period of 3 years.

Confidential information does not include information that is publicly available, independently developed, or lawfully received from a third party without restriction.

8. Termination

Either party may terminate a Project Agreement by giving 30 days' written notice. In the event of termination:

• You shall pay for all work completed up to the date of termination.
• We will provide you with all work product completed to date, subject to payment of outstanding fees.
• Either party may terminate immediately if the other party commits a material breach that is not remedied within 14 days of written notice.

9. Indemnification

You agree to indemnify and hold harmless Els Labs, its directors, officers and employees from any claims, losses or damages arising from your breach of these Terms or your misuse of our services or deliverables.

10. Force Majeure

Neither party shall be liable for failure to perform obligations where such failure results from circumstances beyond reasonable control, including but not limited to natural disasters, war, pandemic, government action, or failure of third-party services.

11. Governing Law and Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of England and Wales. Any disputes arising from or in connection with these Terms shall be subject to the exclusive jurisdiction of the courts of England and Wales.

12. Changes to These Terms

We reserve the right to update these Terms at any time. Changes will be posted on this page with an updated "Last updated" date. Continued use of our website or services after changes constitutes acceptance of the revised Terms.

13. Contact

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

• Email: info@elslabs.co.uk
• Post: ELS GLOBAL LIMITED, 2nd Floor College House, 17 King Edwards Road, Ruislip, HA4 7AE