Terms of Service

These terms govern your use of iotalabs.ai and, where we say so, the services we supply. The site and services are provided by IOTA AI LABS LTD, a private company limited by shares registered in England and Wales under company number 17319470, whose registered office is at 71-75 Shelton Street, Covent Garden, London, WC2H 9JQ, United Kingdom, trading as iotalabs.

By using this website you accept these terms. If you do not accept them, please stop using the site.

1. These terms, and the ones that actually govern your project

This page covers use of the website and sets out the general basis on which we work. Any project we take on is governed by a separate written proposal, statement of work or master services agreement signed by both parties. Where that signed document conflicts with this page, the signed document wins.

2. Nothing on this site is an offer

The descriptions, indicative prices and delivery timescales on this website are published to give you a sense of how we work. They are an invitation to discuss a project, not a contractual offer, and they do not commit either of us. A binding contract is formed only when we both sign a proposal or statement of work.

3. Quotations and payment

• Fees, milestones and payment terms are set in the signed proposal for your project.
• Unless the proposal says otherwise, invoices are payable within 14 days of issue.
• All prices are exclusive of VAT. VAT will be added where it applies.
• We may charge statutory interest on late payment under the Late Payment of Commercial Debts (Interest) Act 1998.

4. What we need from you

Projects depend on access and decisions. You agree to give us timely access to the systems, data, accounts and people we need, and to name someone who can approve decisions. Where a delay is caused by something outside our control on your side, timelines move accordingly.

5. Intellectual property

a. Work we produce for you

On full payment of all sums due, ownership of the deliverables we create specifically for you passes to you. That includes source code, prompts, workflow definitions and infrastructure configuration written for your project.

b. What we keep

We retain ownership of our pre-existing tools, libraries, internal frameworks and general know-how, including anything we developed before your project or independently of it. Where a deliverable includes those, we grant you a perpetual, worldwide, non-exclusive licence to use them as part of the deliverable.

c. Third-party components

Deliverables may include open source or third-party components licensed on their own terms. We will tell you what they are and those terms will apply to them.

d. This website

The content, design, logo and name of this site belong to us or our licensors. You may not copy or reuse them without our written permission, beyond normal browsing.

6. AI systems: what we can and cannot promise

We build systems that use machine learning models, including large language models. You should understand and accept the following.

• These models are probabilistic. They can produce output that is wrong, incomplete or unexpected, even when correctly built and tested.
• We cannot guarantee any particular accuracy rate, and we will not do so unless a specific, measurable target is written into your signed statement of work.
• Where a system takes consequential action, we will design human review into the workflow. You are responsible for keeping that review in place and for the decisions your organisation makes on the output.
• Third-party model providers change, deprecate and reprice their models. Where that affects a system we built, remediation is chargeable unless your agreement says otherwise.
• You are responsible for ensuring your use of the system complies with the law that applies to you, including data protection law and any sector rules. We will help, but we are not your compliance function or your legal adviser.

7. Confidentiality

Each of us will keep the other's confidential information confidential, use it only for the project, and protect it with reasonable care. This does not apply to information that is public through no fault of ours, or that we are required to disclose by law.

8. Data protection

Where we process personal data on your behalf you are the controller and we are the processor, and we will enter a data processing agreement that meets Article 28 of the UK GDPR. How we handle personal data as a controller is described in our Privacy Policy.

9. Warranties

We will perform our services with reasonable care and skill, using suitably skilled people. We will fix defects in a deliverable that you report within 30 days of delivery, at no charge, where the defect is a failure to meet the agreed specification.

The website itself is provided as is. We do not warrant that it will be uninterrupted or free of errors, and we may change or withdraw any part of it.

10. Limits on our liability

Please read this section carefully.

• Nothing in these terms limits our liability for death or personal injury caused by our negligence, for fraud or fraudulent misrepresentation, or for anything else that cannot lawfully be limited.
• Subject to that, we are not liable for loss of profit, loss of revenue, loss of anticipated savings, loss of business, business interruption, or loss or corruption of data, in each case whether direct or indirect.
• Subject to that, our total liability in connection with a project is limited to the total fees you have paid us for that project in the 12 months before the claim arose.
• For use of this website where no project exists, our total liability is limited to £100.

These limits are reflected in our pricing. If you need a higher cap, tell us and we will quote for it.

11. Termination

Either of us may end an engagement by giving 30 days' written notice, or immediately if the other commits a material breach and does not fix it within 14 days of being asked. On termination you pay for work done and costs committed up to that date, and on payment you keep the rights in the deliverables produced so far.

12. Events outside our control

Neither of us is liable for failing to perform because of something genuinely outside our reasonable control. If that situation lasts more than 60 days, either of us may end the engagement.

13. Third-party links

This site links to sites we do not operate. We are not responsible for their content or their privacy practices.

14. Changes to these terms

We may update this page. The version that applies to a project is the version in force when the proposal was signed. Continued use of the website means you accept the current version.

15. Complaints

If something has gone wrong, email hello@iotalabs.ai and we will acknowledge within 2 business days and give you a substantive response within 10.

16. Whole agreement, and no waiver

These terms together with your signed proposal are the whole agreement between us on their subject matter, and replace anything said or written beforehand. If we do not enforce a right straight away, we do not lose it. If a provision is found unenforceable, the rest still applies.

17. Governing law

These terms and any dispute arising from them are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.

18. Contact

IOTA AI LABS LTD
71-75 Shelton Street, Covent Garden, London, WC2H 9JQ, United Kingdom
Company number 17319470
hello@iotalabs.ai · +44 333 054 0670