Terms of Service

Please read these terms carefully before using our services. By accessing CNLabs, you agree to be bound by these terms.

Last Updated: January 2024

1. Acceptance of Terms

These Terms of Service (Terms) constitute a legally binding agreement between you and CNLabs (Company, we, us, or our) regarding your use of www.cnlabs.co.uk (the Website) and our services.

Important Notice

By accessing or using our Website and services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree, you must not use our services.

We reserve the right to modify these Terms at any time. Continued use of our services after changes constitutes acceptance of the modified Terms.

2. Our Services

CNLabs provides professional technology services including but not limited to:

Development Services

Web and mobile application development, system integration.

Consulting Services

Technical consulting, business analytics, data management.

Support Services

Maintenance, technical support, website management.

Training Services

Technical training programs and workshops.

Service Availability

We strive to maintain service availability but do not guarantee uninterrupted access. We reserve the right to modify, suspend, or discontinue services at any time without prior notice.

3. User Obligations and Conduct

You Agree To:

Provide accurate and complete information when requesting services

Maintain the confidentiality of your account credentials

Use our services only for lawful purposes

Comply with all applicable laws and regulations

Respect intellectual property rights

You Agree NOT To:

Use our services for any illegal or unauthorized purpose

Attempt to gain unauthorized access to our systems

Transmit viruses, malware, or harmful code

Interfere with or disrupt our services or servers

Reverse engineer or attempt to extract source code

4. Payment Terms

Pricing and Fees

Service prices are as quoted in proposals or displayed on our Website. All prices are in GBP (£) unless otherwise stated and exclude VAT.

Payment Schedule:

  • Project-based services: 50% upfront, 50% upon completion
  • Monthly services: Payment due at the beginning of each billing cycle
  • Custom contracts: As specified in the service agreement

Late Payments

Invoices are due within 14 days of issue. Late payments may incur interest charges of 8% per annum above the Bank of England base rate, as permitted by the Late Payment of Commercial Debts (Interest) Act 1998.

Refund Policy

Refunds are considered on a case-by-case basis. Services already rendered are non-refundable. For project cancellations, refunds will be calculated based on work completed.

5. Intellectual Property Rights

Our Intellectual Property

All content on our Website, including text, graphics, logos, images, software, and design, is the property of CNLabs or its licensors and is protected by UK and international copyright, trademark, and other intellectual property laws.

Client Deliverables

Upon full payment, clients receive ownership rights to custom deliverables created specifically for them, subject to the following:

Rights Transfer:

  • ✓ Custom code and designs created for your project
  • ✓ Documentation and materials specific to your project
  • ✓ Rights to use, modify, and distribute deliverables

We Retain Rights To:

  • • Pre-existing frameworks, libraries, and tools
  • • Reusable components and methodologies
  • • General knowledge and experience gained
  • • Portfolio use of project examples (with permission)

6. Confidentiality

Both parties agree to maintain confidentiality of proprietary information disclosed during the course of our business relationship.

Confidential Information Includes:

  • • Business strategies and plans
  • • Technical specifications and designs
  • • Financial information
  • • Customer data and lists
  • • Proprietary processes and methodologies

Confidentiality obligations survive termination of services and remain in effect for 5 years unless otherwise specified in a separate agreement.

7. Warranties and Disclaimers

Our Warranties

We warrant that services will be performed with reasonable skill and care in accordance with industry standards.

Disclaimer of Warranties

EXCEPT AS EXPRESSLY PROVIDED, OUR SERVICES ARE PROVIDED &quotAS IS&quot WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO:

  • • Warranties of merchantability
  • • Fitness for a particular purpose
  • • Non-infringement
  • • Uninterrupted or error-free operation

We do not warrant that our services will meet all your requirements or that results will be achieved within specific timeframes unless explicitly agreed in writing.

8. Limitation of Liability

Important Limitation

TO THE MAXIMUM EXTENT PERMITTED BY LAW, CNLabs SHALL NOT BE LIABLE FOR:

  • • Indirect, incidental, or consequential damages
  • • Loss of profits, revenue, or business opportunities
  • • Loss of data or information
  • • Business interruption
  • • Damages exceeding the fees paid for the specific service

Maximum Liability

Our total liability for any claims arising from or related to our services shall not exceed the total amount paid by you for the specific service giving rise to the claim in the 12 months preceding the claim.

Nothing in these Terms excludes or limits our liability for death or personal injury caused by negligence, fraud, or any other liability that cannot be excluded by law.

9. Indemnification

You agree to indemnify, defend, and hold harmless CNLabs, its officers, directors, employees, and agents from any claims, damages, losses, liabilities, and expenses (including legal fees) arising from:

  • Your use of our services
  • Your violation of these Terms
  • Your violation of any rights of another party
  • Content or data you provide to us
  • Your negligence or willful misconduct

10. Termination

Termination by Either Party

Either party may terminate services with 30 days' written notice, subject to payment for services rendered up to the termination date.

Immediate Termination

We reserve the right to immediately terminate or suspend services if you:

  • Breach these Terms
  • Fail to make payment when due
  • Engage in fraudulent or illegal activities
  • Damage our reputation or business interests

Effect of Termination:

Upon termination, you must immediately cease using our services and pay all outstanding fees. We will provide deliverables for completed work upon receipt of final payment.

11. Dispute Resolution

Negotiation

In the event of any dispute, both parties agree to first attempt to resolve the matter through good faith negotiation.

Mediation

If negotiation fails, parties agree to attempt mediation before pursuing legal action.

Governing Law and Jurisdiction

These Terms are governed by the laws of England and Wales. Any legal proceedings shall be subject to the exclusive jurisdiction of the courts of England and Wales.

12. General Provisions

Entire Agreement

These Terms constitute the entire agreement between you and CNLabs regarding our services.

Severability

If any provision is found unenforceable, the remaining provisions remain in full effect.

Waiver

Failure to enforce any right or provision does not constitute a waiver of such right or provision.

Assignment

You may not assign these Terms without our prior written consent. We may assign our rights and obligations without restriction.

Force Majeure

Neither party shall be liable for failure to perform due to circumstances beyond reasonable control.

13. Contact Information

For questions about these Terms of Service, please contact us:

CNLabs Legal Department

Email: legal@cnlabs.co.uk
Website: www.cnlabs.co.uk
Response Time: Within 5 business days

Acknowledgment

BY USING OUR SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS OF SERVICE, UNDERSTAND THEM, AND AGREE TO BE BOUND BY THEM. IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST NOT USE OUR SERVICES.