Terms & Conditions
The promises behind every engagement — fixed quotes, your IP, our 90-day warranty — written to be read, not skimmed by lawyers only.
1The basics
These terms govern your use of www.primeolab.com and, together with a signed Statement of Work (SOW) and our Master Services Agreement (MSA), every engagement we take on. “We”, “us” and “PrimeoLab” mean ECOM Global Investment Ltd trading as PrimeoLab (CRN 16154637).
Where anything in these terms conflicts with a signed SOW, the SOW wins.
2Quotes & engagement
We work to a fixed price against a written scope. A fixed quote is valid for 30 days. Engagements run in milestones with a regular Friday demo cadence, so you always see progress.
If you want to change the scope, we estimate the change in writing and only bill it once you approve. We may decline work that conflicts with an existing client commitment.
3Payment
A commencement payment is due per the milestone schedule in your SOW. Invoices are payable within 14 days, in GBP or EUR. Late payments may carry interest at 4% above the Bank of England base rate.
We will never hold your product hostage over a single disputed line item, and you are never asked to pay for scope you did not approve.
4Your materials
You keep ownership of any content, data and branding you give us, and you confirm you have the rights to share it. You grant us the licence we need to use those materials to deliver your project.
5Intellectual property
On final milestone payment, the bespoke code, designs and documentation we create for you are assigned to you — 100% ownership, and the repositories are transferred to your control.
We keep our pre-existing tooling and know-how, and retain a perpetual, royalty-free licence to use it where it is embedded in your deliverables. We may reference the engagement in our portfolio unless your SOW or an NDA says otherwise.
6AI-enabled features
Where we build AI-enabled features, we ship them with human-approval controls, action logs and usage caps as standard — the AI acts as your employee, not an unsupervised one.
AI outputs are probabilistic. We document accuracy thresholds and review workflows for each feature in the SOW, and the terms of any third-party model provider apply to their part of the service. Decision responsibility for approved actions remains with you. Our warranty covers the engineering of the integration, as set out in section 7.
7Warranties
We warrant that deliverables will materially conform to the SOW for 90 days after acceptance — non-conformities are fixed at our cost, promptly.
We cannot warrant the uninterrupted operation of third-party platforms we do not control, such as cloud providers, payment gateways and model APIs.
8Liability
Nothing in these terms limits liability for fraud, for death or personal injury caused by negligence, or for anything else that cannot be limited by law. Otherwise, each party’s aggregate liability under an SOW is capped at 125% of the fees paid under that SOW in the preceding 12 months, and neither party is liable for indirect or consequential loss, including lost profits.
9Confidentiality
Each party protects the other’s confidential information to at least the standard it uses for its own, and uses it only for the engagement. Disclosure is limited to people who need to know and who are under equivalent duties. Standalone NDAs are available on request.
10Termination & law
Either party may terminate for a material breach that is not remedied within 14 days, or for convenience on 30 days’ written notice. On termination you pay for work performed and committed costs, and we hand over work in progress.
These terms are governed by the laws of England & Wales, and the courts of England & Wales have exclusive jurisdiction.