Effective Date: 27/09/2025
1. Introduction
1.1. The Company: These Terms and Conditions (“Terms”) govern the relationship between you (“Customer,” “Client,” or “User”) and Mobile Services Labs Ltd (“the Company,” “we,” “us,” or “our”), a company registered in England and Wales under company number 9139954, with its registered office at Wood Drive, Ingol, Preston PR2 7FB.
1.2. Agreement: By accessing or using any of our Services (defined below), you agree to be bound by these Terms, the accompanying Privacy Policy, and any other policies referenced herein. If you don’t agree with any part of these Terms, you must not use our Services.
1.3. Contact Information:
- Email: contact@mobileserviceslabs.com
- Phone: +44 7826 454301
- Website: mobileserviceslabs.com
2. Definitions
- Services: All products, services, consultations, software, applications, or technical support provided by Mobile Services Labs Ltd, including but not limited to Computing Services including Development of Software Systems, Applications, Mobile App Development, IT Consulting, Software Testing, Managed IT Services, and Computing Skills Tuition.
- Contract: The specific agreement for Services entered into between the Company and the Customer, which may take the form of a signed statement of work, a service agreement, or a confirmed purchase order.
- Fees: The payment required for the Services, as detailed in the Contract.
- Confidential Information: Non-public technical, business, or financial information shared between the parties.
- Intellectual Property (IP): All patents, copyrights, trade secrets, trademarks, and other proprietary rights.
3. Service Provision and Contracts
3.1. Scope: The exact Services to be provided, along with timelines, deliverables, and associated Fees, will be fully detailed in a separate, formal Contract or Statement of Work (SOW) executed between the parties. These Terms shall be incorporated into and form part of every such Contract. In the event of a conflict, the terms of the specific SOW/Contract shall prevail over these Terms.
3.2. Customer Obligations: The Customer agrees to:
- Provide timely and accurate information, resources, and access required for the Company to perform the Services.
- Appoint a primary contact person for all communication relating to the Services.
- Ensure that any materials or content provided to the Company do not violate any third-party intellectual property or privacy rights.
3.3. Change Requests: Any requests by the Customer to change the scope of the Services specified in the Contract must be submitted in writing. The Company reserves the right to adjust the Fees, timelines, and technical specifications, which must be agreed upon in writing by both parties before the change is implemented.
4. Fees, Billing, and Payment
4.1. Fees: The Customer agrees to pay the Company the Fees set out in the Contract. Unless otherwise stated, all Fees are quoted in GBP (£) and are exclusive of VAT (Value Added Tax), which shall be added at the prevailing UK rate where applicable.
4.2. Invoicing and Payment Terms:
a. The Company shall issue invoices according to the schedule specified in the Contract (e.g., monthly, upon milestone completion, or upfront).
b. Payment is due within 30 days from the date of the invoice.
4.3. Late Payment: If payment is not received by the due date, the Company reserves the right to:
a. Charge statutory interest on the overdue amount in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.
b. Suspend or terminate the provision of the Services until all outstanding amounts are paid in full.
5. Intellectual Property Rights (IPR)
5.1. Pre-existing IP: All IPR owned by either party prior to the execution of the Contract shall remain the exclusive property of that party.
5.2. Customer Content: The Customer grants the Company a non-exclusive, royalty-free, worldwide license to use the Customer’s content, logos, and materials solely for the purpose of performing the Services under the Contract.
5.3. IP in Deliverables: Upon full and final payment of all Fees due, the Company assigns to the Customer all IPR in the final Deliverables created specifically for the Customer under the Contract. The Company retains IPR in any underlying tools, frameworks, or pre-existing code used to develop the Deliverables.
5.4. Indemnity: The Customer agrees to indemnify the Company against any claims, losses, damages, or costs (including legal fees) arising from the Company’s use of any materials or instructions provided by the Customer that infringe a third party’s IPR.
6. Confidentiality
6.1. Obligation: Both parties agree to keep Confidential Information strictly confidential and not to disclose it to any third party (except employees or sub-contractors who need to know the information to perform the Services) without the prior written consent of the disclosing party.
6.2. Exclusions: This obligation doesn’t apply to information that is: (a) publicly available or becomes public without a breach of these Terms; (b) already known to the receiving party; (c) received from a third party without restriction; or (d) required to be disclosed by law or regulatory authority.
7. Warranties and Limitation of Liability
7.1. Company Warranties: The Company warrants that it will perform the Services with reasonable skill and care, using personnel with appropriate qualifications and experience.
7.2. Exclusions of Liability: The Company shall not be liable for any loss or damage arising from:
a. The Customer’s failure to follow instructions or use the Services/Deliverables properly.
b. Changes or modifications made to the Deliverables by the Customer or any third party.
c. Interruption or malfunction of third-party services (e.g., hosting, software APIs).
7.3. Limitation of Liability:
a. Nothing in these Terms limits or excludes our liability for death or personal injury caused by our negligence, fraud or fraudulent misrepresentation, or any matter for which it would be unlawful to limit or exclude liability.
b. Subject to clause 7.3(a), the Company’s total liability to the Customer in respect of all losses arising under or in connection with the Contract (whether in contract, tort, or otherwise) shall in no circumstances exceed: The total Fees paid by the Customer in the 12 months preceding the claim.
c. We shall not be liable for any indirect, special, or consequential loss or damage, including but not limited to loss of profit, loss of data, loss of business, or depletion of goodwill.
8. Term and Termination
8.1. Term: The agreement shall commence on the Effective Date and continue until the completion of the Services set out in the Contract, unless terminated earlier in accordance with this clause.
8.2. Termination for Convenience:
* Either party may terminate the Contract for convenience by giving the other party [[INSERT NUMBER]] days’ written notice.
8.3. Termination for Cause: Either party may terminate the Contract immediately by written notice if the other party:
a. Commits a material breach of the Contract or these Terms which is not remedied within 30 days of written notice requiring remedy.
b. Becomes insolvent, files for bankruptcy, or ceases to trade.
8.4. Consequences of Termination: Upon termination:
a. The Customer shall immediately pay all outstanding and undisputed Fees for Services rendered up to the date of termination.
b. Each party shall immediately return to the other party or destroy all Confidential Information and property of the other party.
9. General Provisions
9.1. Entire Agreement: These Terms and the relevant Contract/SOW constitute the entire agreement between the parties and supersede all prior agreements or understandings.
9.2. Governing Law and Jurisdiction: These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales. Both parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any such dispute or claim.
9.3. Severance: If any provision of these Terms is deemed unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.
9.4. Assignment: Neither party may assign or transfer any of its rights or obligations under these Terms without the prior written consent of the other party.
9.5. Force Majeure: Neither party shall be liable for any failure or delay in performing its obligations where such failure or delay results from any cause that is beyond its reasonable control.