COMMERCIAL LAST

Terms and Conditions

EM DASH LABS LTD, 66 Paul Street, London, EC2A 4NA United Kingdom. Contact: office@emdashlabs.cloud · +44 7700 900142. Website: https://emdashlabs.cloud. Effective date: 1 September 2026. Governing law: England and Wales.

1. Parties, last room and contract formation

These Terms and Conditions govern the supply of professional services by EM DASH LABS LTD, a company established in the United Kingdom with its principal place of business at 66 Paul Street, London, EC2A 4NA, contact path office@emdashlabs.cloud and telephone +44 7700 900142, website https://emdashlabs.cloud. In these terms, we, us and our mean EM DASH LABS LTD. You and client mean the organisation that requests, accepts or pays for a last, being computer systems design and related services, computing infrastructure, data processing, web hosting and related services, professional scientific and technical services, custom computer programming, computer related consulting, computer related services nec, data processing and preparation, cloud hosting and infrastructure management, IT consulting and systems integration, custom enterprise software development, big data processing and analytics, managed IT services and technical support, or database design and administration. A contract is formed when we issue a written last reference, statement of work, order acknowledgement or equivalent fit note that you accept by signature, written confirmation, or by instructing us to begin measurement after receiving that note. A public website enquiry is not acceptance. These terms prevail over any client purchase terms unless we expressly recut a clause in the last reference. If there is a conflict, the last reference prevails for commercial particulars, and these terms prevail for legal architecture unless the last reference states otherwise in words that cannot be mistaken for workshop metaphor.

These terms are intended for business-to-business construction. If a consumer ever contracts with us, mandatory consumer rights remain and inconsistent clauses will be read down. The parties agree that the last-room metaphors used on https://emdashlabs.cloud are explanatory of method and do not alter the legal meaning of these terms. Form, fit, pressure, welt, stitch, sole, edge and last mean, in this document, the corresponding construction acts of design, configuration, risk mapping, integration, implementation, infrastructure support, operational finish and the agreed interior architecture of a system.

2. Definitions used throughout the last

Acceptance means written confirmation that a deliverable meets the acceptance marks in the last reference, or deemed acceptance if you use the deliverable in production wear for ten business days without a documented pressure mark that is material. Affiliate means an entity that controls, is controlled by, or is under common control with a party. Business day means a day other than Saturday, Sunday or a public holiday in England when banks in London are open. Change means an alteration to scope, last, timetable or fees. Confidential information means information marked confidential or that a reasonable last-room practitioner would treat as confidential, including architecture drawings, credentials, commercial terms, and personal data. Deliverable means a specified output such as a design last, hosted environment, software module, pipeline, runbook or report. Fees mean charges specified in the last reference, including recurring hosting and managed-service charges. Intellectual property means patents, copyright, database rights, design rights, trade marks, trade secrets and analogous rights. Personal data, controller, processor and processing have the meanings in the United Kingdom GDPR. Services mean the work described in a last reference. Working hours mean 09:00 to 18:00 Greenwich Mean Time on business days unless a managed last states otherwise. Force majeure has the meaning in the force majeure clause. Open source means software licensed under a licence approved by a recognised open source initiative or that is commonly understood as such. Sub-processor means a processor engaged by us in respect of personal data. VAT means value added tax. Writing includes email to the paths named in the last reference. Production wear means use of a system to support live operations rather than a measured trial. Fit note means a document that records pressure, tension and finish conditions. Last reference means the identifying code we assign to an engagement. Statement of work means a document describing measure, cut, pull, stitch, finish and wear for a defined foot of work. Hosting sole means the computing infrastructure last we operate or manage for you. Pattern cut means the specification of software or process modules. Welt line means an integration path. Edge finish means operational documentation, access, backup, recovery and observability required for ready wear.

The words include and including are not limiting. Headings are for navigation of this long last and do not affect interpretation. A reference to a statute is to that statute as amended, re-enacted or replaced, and to subordinate legislation. If a definition here conflicts with a definition in a data processing schedule, the schedule prevails for data protection and these terms prevail otherwise. Singular includes plural. A person includes a legal person. Time is of the grain stated in the last reference; if no time is stated, we will work with reasonable skill and care within a timetable we propose after measurement.

3. Scope of services and what is not included

We supply only the services named in the last reference. Computer systems design includes architecture, identity grain, data grain, and operational finish drawings. Cloud hosting and infrastructure management include agreed compute, storage, network, backup and monitoring lasts. Custom computer programming includes design, construction, tests as pressure marks, and handover. Data processing and analytics include pipelines, preparation rules and quality marks. Managed IT services and technical support include watch, patch and named severity response as specified. Database design and administration include schema last, backup verification and query grain as specified. Systems integration includes interface lasts and error paths as specified. Related services nec are supplied only if named. Professional scientific and technical judgement is included as part of the named last, not as an unlimited advisory retainer unless the last reference says so.

Unless named, we do not supply legal advice, tax advice, regulated financial advice, hardware manufacture, physical security guarding, or a fashion or footwear product. We do not last a system to a regulatory foot we have not been asked to measure. Third-party licence fees, cloud marketplace charges above an agreed envelope, specialised pentesting, and hardware delivery are excluded unless listed. Travel outside Greater London may be charged as a pull on expenses at cost. Training is included only if a wear session is named. Source code escrow is not included unless a separate last is cut.

4. Measurement obligations of the client

You must give timely access to people, systems, environments and documents required to measure the foot of the work. You must name a fit contact with authority to decide pressure trade-offs. You must not withhold a known pinch. You warrant that you have the right to give us access to systems and data you present. You must obtain consents from your staff and customers as required for our processing as processor. You must keep licences for third-party software you require us to touch. Delays in access are not our failure of tension. If measurement shows the last must be recut, we will propose a change. You must not instruct us to conceal a material risk from your own governors.

You remain responsible for your internal governance, for decisions to go to production wear, and for business continuity beyond the sole we have agreed to hold. You must maintain current contact paths so that security notices can land. If you use our last room at 66 Paul Street, you must follow reasonable site rules. You must not send special category data or live secrets through the public website form.

5. Our construction sequence and skill

We will perform services with reasonable skill and care, consistent with a competent United Kingdom practice in computer related consulting and related technical services. The sequence measure, cut, pull, stitch, finish, wear is our method. It does not create additional warranties beyond these terms. We may use named subcontractors and remain responsible for their pull as if it were ours, subject to the data protection clause for processors. We may refuse an instruction that would be unlawful, that would open a welt we cannot finish, or that would require a last we do not cut. We will tell you why, without unnecessary theatre.

Estimates given before measurement are indicative lasts, not fixed prices, unless the last reference states a fixed fee. We do not warrant that software or hosting will be error-free or uninterrupted. We do warrant that we will not knowingly introduce malicious code. We will use commercially reasonable efforts to assign personnel whose grain matches the last. We may replace personnel with others of reasonably equivalent tension.

6. Cloud hosting and infrastructure management last

Where we provide computing infrastructure, web hosting or cloud hosting, the last reference will state the region, the service class, backup frequency, recovery marks, and whether the environment is single-tenant or shared at the infrastructure layer. You acknowledge that public cloud providers have their own service descriptions. We pass through those descriptions for the underlying sole unless we expressly add a managed overlay. We are not the public cloud manufacturer. We last configuration, identity, backup, monitoring and the operational edge we have named. Capacity estimates depend on the walk you describe. If wear exceeds the measured foot, we may scale within an agreed envelope and charge accordingly, or we may require a change before further pull.

You must not use hosting for unlawful content, for open relays, for mining that starves the agreed last, or for activity that would reasonably cause a provider to evict the estate. We may suspend in an emergency to protect the sole, informing you as soon as practicable. Backup is not an archive last unless named. Recovery time and recovery point are targets if so described, not absolute warranties, except where the last reference uses words of guarantee. Data residency will follow the named region. You must not store content that you lack rights to store. Upon termination, exit of hosting follows the exit clause, including a window to export and a date on which the last is destroyed.

7. Custom software development last

Custom enterprise software and custom computer programming services are supplied against a pattern cut. Changes to the pattern after approval are changes. Acceptance tests will use marks we agree. Use in production wear is deemed acceptance of that increment. You are responsible for user adoption inside your organisation. We are responsible for constructing the modules named. We do not warrant compatibility with every future platform. We will document an edge sufficient for a competent operator to hold the system, not a textbook. Bug-fixing during an agreed warranty window after acceptance is included for defects that cause the software to fail the written marks, not for new pattern cuts, not for third-party product defects, and not for issues caused by your alterations.

Unless the last reference assigns copyright to you, we retain intellectual property in tools, libraries and generic lasts we bring to the bench, and we grant you a licence as stated in the intellectual property clause. Work product specifically cut for you may be assigned or licensed as the last reference states. Open source components remain under their licences. You must not require us to hide open source notices. We may reuse generic skills and non-confidential methods on other lasts. We will not reuse your confidential pattern.

8. Data processing, preparation and analytics last

Big data processing and analytics, and data processing and preparation, are supplied against agreed sources, quality marks and freshness marks. Garbage in remains garbage; we will mark poor grain when we see it. You must have a lawful basis for the processing you instruct. Analytics outputs are tools for your judgement, not automatic decisions we take about individuals unless a separate last says so. We are not your data protection officer. Model drift, seasonality and source-system change can open a welt after acceptance; a managed last may watch for that, a project last may not.

We will not use your analytics data to train a public model. We will not publish your pressure maps. Anonymised lessons about method, without identifying you or a person, may improve our last-room practice. If a dataset includes personal data, the processor clause applies. If it includes special category data, you must say so before the pull so that we can recut access and retention.

9. Managed IT services, support and database administration

Managed IT services and technical support are available during the hours in the last reference. Severity lasts will be numbered. Response is not always resolution. We will work with reasonable skill toward restoration of the named service. You must not demand a pull that bypasses change control except in a true emergency, and even then we will record the stitch. Database design and administration include agreed backup verification and maintenance windows. You must not grant uncontrolled privileged access that would make our last untrue. If you insist on a configuration we have marked as a pinch, you accept that pinch in writing.

Service credits, if any, are your exclusive remedy for a missed service level, unless the last reference states they are non-exclusive. Credits are not liquidated damages for all loss. Support does not include new pattern cuts. Recurring fees may be indexed annually at a stated percentage or at a United Kingdom inflation index named in the last reference. We may recut fees on ninety days’ notice if a third-party sole increases its charges materially, with a right for you to terminate that element if you cannot wear the new last.

10. Systems integration and related consulting

IT consulting and systems integration join lasts. Each third-party system has its own grain. We will map interfaces and error paths. We are not responsible for a third party’s outage or licence refusal. Computer related services nec will be described in ordinary English in the last reference so that nec does not become a loose form. Professional scientific and technical services supplied by us are computing services, not laboratory science, unless a rare last says otherwise. We may recommend a third-party specialist; unless we subcontract them, they are your last, not ours.

11. Change control

Either party may propose a change. We will describe impact on fees, tension and timetable. No change binds until written acceptance, except emergency security pulls we must make to keep a welt from opening, which we will document after. Verbal ideas at the bench are not changes until lasted in writing. If you instruct us to proceed before writing, you still pay for the pull at our then rates.

12. Fees, invoices and tax

Fees may be fixed, time and materials, or recurring. Time is measured in hours or days as stated. Expenses are passed at cost if pre-agreed. Invoices are due fourteen days from date unless the last reference states otherwise. You must pay in pounds sterling by the method named. VAT is added where chargeable. Late sums accrue interest at four percent above the Bank of England base rate, or the statutory rate if higher, and we may suspend after written notice if a sum is overdue. You may not set off disputed amounts that have not been adjudicated. You must raise a genuine invoice dispute within ten business days, with particulars. Withholding tax, if any, is your matter unless the law requires us to cooperate on documentation.

13. Intellectual property

Each party retains pre-existing intellectual property. You grant us a licence to use your materials to perform the services. We grant you a non-exclusive, worldwide, perpetual licence to use deliverables for your internal operations, or an assignment of specifically commissioned copyright, as the last reference states. Tools, frameworks, scripts and last-method materials we bring remain ours. You must not resell our generic last as a product without a separate licence. Trade marks of EM DASH LABS LTD remain ours. You may not use our name in publicity without consent, except to state as a matter of fact that we supplied services. Third-party and open source licences bind you as user. Indemnity for intellectual property is as in the indemnity clause.

14. Confidentiality

Each party shall keep the other’s confidential information confidential, using at least the care it uses for its own comparable information, and not less than reasonable care. Disclosure is allowed to personnel and professional advisers who need the last and are bound, and where the law requires. Confidentiality lasts for five years from disclosure, and indefinitely for trade secrets and for personal data as required by law. Residual knowledge in unaided memory may be used if it does not disclose confidential information. Return or destruction is required on request, except copies kept under a legal hold or as automated backups that will expire in ordinary rotation.

15. Data protection and processor terms

Where we process personal data as processor, we shall process only on documented instructions, including these terms, the last reference, and lawful instructions you give during the work. We shall ensure persons authorised to process are under confidentiality. We shall implement appropriate technical and organisational measures. We shall not engage a sub-processor without a general written authorisation, and we remain liable for sub-processors as for our own acts. We shall, taking into account the nature of processing, assist you with data subject rights, security, breach and, where relevant, data protection impact assessments. We shall delete or return personal data at the end of the services, unless United Kingdom law requires storage. We shall make available information necessary to demonstrate compliance and allow audits on reasonable notice, not more than once per year except after a material incident, during working hours, without disrupting other clients’ lasts. We shall notify you without undue delay after becoming aware of a personal data breach. International transfers follow a lawful welt. You warrant your instructions are lawful. Controller-to-controller sharing, if any, will be identified and each party will be an independent controller for its share.

16. Security of client estates

You must maintain access control on your side, including joiner-mover-leaver, and must tell us when a privileged foot should be removed. We will follow agreed change windows. Multi-factor authentication will be used where the last supports it. Credentials will not be sent through the public website form. If we discover a pressure mark, we will notify the fit contact. You must not publicly disclose a vulnerability in a manner that would reasonably increase harm before we have had a chance to stitch it, unless the law requires earlier disclosure.

17. Acceptable use of services

You shall not use services to infringe rights, to traffic unlawful material, to attack other systems, to breach export law, to evade sanctions, or to store content that would make the hosting last untenable. You shall not attempt to last our management plane to an unauthorised foot. We may remove or block material that we reasonably believe breaches this clause, informing you unless the law forbids it.

18. Warranties and disclaimer

Each party warrants it has power to enter the contract. We warrant we will perform with reasonable skill and care. Except as expressly stated, all other warranties, including merchantability, fitness for a particular purpose, and non-infringement, are excluded to the extent permitted by the law of England and Wales. You warrant that materials you supply do not infringe and that you have obtained necessary licences. No oral statement by a practitioner at the bench is a warranty unless incorporated in the last reference.

19. Liability

Nothing excludes liability for death or personal injury caused by negligence, fraud, or any liability that cannot be limited. Subject to that, we are not liable for loss of profit, revenue, anticipated savings, goodwill, data (except to the extent of the cost of reconstituting data from the last good backup we were contracted to keep), or indirect or consequential loss, whether in contract, tort including negligence, or otherwise. Our total aggregate liability arising out of a contract, whether in contract, tort or otherwise, is limited to the fees paid or payable for the services giving rise to the claim during the twelve months before the claim, or if the services are a one-off project last, the fees for that last, in either case subject to a minimum of one thousand pounds if fees are lower, except that liability for a proven personal data breach caused by our failure to apply the measures we were contracted to apply is limited to the greater of that cap and two hundred percent of those fees, unless a data processing schedule states a different last. You shall take reasonable steps to mitigate. Claims must be notified with particulars within a reasonable time. Multiple claims from one event are one claim.

20. Indemnities

You shall indemnify us against claims by third parties arising from content you supply, from your unlawful instructions, from your breach of acceptable use, and from personal data processing where you are controller and the claim arises from your lack of a lawful basis. We shall indemnify you against claims that a deliverable created by us, excluding third-party and open source components, infringes United Kingdom copyright, provided you notify us promptly, allow us to control defence, and do not admit liability. We may recut, replace, or procure a licence, or if those pulls fail, terminate the affected last and refund prepaid unused fees for that last. This copyright indemnity is your exclusive remedy for such infringement claims against us.

21. Term, suspension and termination

A project last ends on acceptance of the named deliverables or on earlier termination. A recurring last continues until terminated on ninety days’ written notice, or such other notice as the last reference states. Either party may terminate immediately if the other commits a material breach and fails to recut it within thirty days of notice, or if the other becomes insolvent as understood in English law. We may suspend for non-payment, for unlawful use, or for an emergency threat to the sole, with notice where practicable. Termination does not affect accrued rights. Clauses that by their grain should survive, including confidentiality, data protection, intellectual property, liability, and governing law, survive.

22. Exit, return and destruction

On termination we will, for a reasonable exit window named in the last reference or otherwise thirty days, reasonably assist you to export configurations and data we hold in a commonly usable last, at our then rates unless the termination is for our material breach, in which case reasonable export assistance is included. After the window we may destroy the last, including backups on rotation. We are not required to keep a museum copy. You must pay outstanding fees. We may retain documents required for tax and legal claims.

23. Force majeure

Neither party is liable for failure caused by events beyond reasonable control, including flood, fire, epidemic, industrial action affecting a third party, failure of a public cloud region, failure of power or public network not caused by the party, act of government, or armed conflict. The affected party shall notify and take reasonable steps to recut the last. If force majeure continues more than sixty days, either party may terminate the affected services without fault. Payment remains due for services already worn.

24. Non-solicitation

During the services and for six months after, neither party shall solicit the other’s employees who were materially involved, except through a general advertisement. A liquidated sum equal to three months’ fees of the person, or twenty percent of the annual contracted value if lower, is a reasonable pre-estimate of recruiting tension, not a penalty. This clause does not restrict hiring after an unsolicited application.

25. Anti-bribery, tax evasion, modern slavery and sanctions

Each party shall comply with the Bribery Act 2010, the Criminal Finances Act 2017 facilitation of tax evasion provisions, the Modern Slavery Act 2015 as applicable, and United Kingdom sanctions. We may terminate if we reasonably believe continued performance would breach those lasts. You shall not request a stitch that would constitute a bribe, a facilitation payment, or a sanctioned deal.

26. Export control and official secrets

You shall not require export of controlled technology without licences. You shall tell us if a last involves classified material. We do not accept a last that would require us to breach official secrets or export law.

27. Insurance

We will maintain professional indemnity, public liability and cyber insurance at levels reasonable for a London computing practice of our grain, details available on request to office@emdashlabs.cloud, not as an increase of the liability cap. You should maintain insurance suited to your walk.

28. Publicity and marks

We will not publish a case that identifies you without consent. We may describe method in anonymous form, as on the durable fit bench. You may not use our last-room imagery to imply a partnership we have not lasted.

29. Notices

Notices under the contract must be in writing to the addresses in the last reference, or if none, to 66 Paul Street, London, EC2A 4NA United Kingdom and office@emdashlabs.cloud for us, and to the address and path you used in correspondence for you. Email is effective when sent without bounce during working hours, or the next business day. Postal notice is effective two business days after first-class posting in the United Kingdom.

30. Assignment and subcontracting

You may not assign the contract without our consent, not to be unreasonably withheld. We may assign to an affiliate or to a purchaser of our practice, remaining liable until novation. We may subcontract as stated. A change of control of you that reasonably increases risk may allow us to recut or terminate on notice.

31. Third party rights

A person who is not a party has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce these terms. This does not affect a right or remedy that exists apart from that Act.

32. Severability, waiver and entire agreement

If a clause is invalid, it shall be recut to the minimum extent, and the rest of the last holds. Failure to enforce is not waiver. These terms, the last reference, and any data processing schedule are the entire agreement and supersede prior negotiations. Each party acknowledges it has not relied on a representation not set out, except that fraud remains actionable. Variation must be in writing signed or clearly accepted by authorised persons. Order of precedence: last reference, data processing schedule for data protection only, these terms, website pages. Website copy is not a service level.

33. Governing law and disputes

The contract is governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction, except that we may seek injunctive relief in any court to protect confidential information or intellectual property. The parties shall first attempt in good faith to relieve pressure through the fit contacts within fourteen days. Nothing requires mediation as a condition to a claim for non-payment or for urgent relief. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

34. Complaints about services

A complaint about construction should be sent to office@emdashlabs.cloud with the last reference. We will acknowledge and investigate. A complaint is not a substitute for the change or termination clauses. Regulatory complaints about personal data may also go to the ICO as in the Privacy Policy.

35. TUPE

The parties do not intend that the Transfer of Undertakings (Protection of Employment) Regulations 2006 apply to these services. If a tribunal finds a transfer, the party whose last caused the finding shall indemnify the other for resulting employment liabilities, except where the other caused the finding by its own acts.

36. Records and audit of commercial last

You may audit our time records for a time-and-materials last once per year on reasonable notice. You may not audit other clients’ lasts. We will keep records sufficient to support invoices for six years.

37. Accessibility of deliverables

Where a deliverable is a public interface you will operate, accessibility marks must be named if they are required. We do not impliedly last every interface to a particular standard. If named, we will construct toward that standard with reasonable skill.

38. Staff vetting

Unless the last reference requires a specific clearance, our personnel are vetted to a grain reasonable for commercial computing in London. National security clearance is a separate last.

39. Environmental and waste

We do not operate a physical workshop that produces leather waste. Electronic waste from any equipment we supply, if any, will be handled under applicable United Kingdom waste rules. You remain responsible for equipment you own.

40. Service levels, response and resolution

If a last reference contains service levels, the following architecture applies unless recut. Severity 1 means the named production last is down or is so pinched that the organisation cannot walk. Severity 2 means a major function is impaired with a workaround that itself pinches. Severity 3 means a limited impairment. Severity 4 means a question or a cosmetic edge. Response means we have acknowledged and begun skilled work, not that the welt is already closed. Resolution means restoration of the named service or a workaround you accept. Measurement excludes scheduled maintenance windows notified in advance, force majeure, your delay, third-party manufacturer outages we do not control, and issues caused by unauthorised change on your side. Credits, if any, are calculated monthly, are your exclusive remedy for the missed level, and never exceed a stated percentage of the monthly fee for the affected last. Credits are applied to future invoices, not paid as cash, unless we have terminated and a balance remains.

41. Maintenance, change freeze and cutover

We may schedule maintenance on the hosting sole with notice, aiming for windows of lower wear. Emergency maintenance to close a security welt may occur with shorter notice. You shall not unreasonably refuse a freeze we recommend before a cutover. Cutover plans, rollback marks and hypercare hours must be named if they are required. A failed cutover caused by a third-party licence or by data grain you supplied is not our breach if we followed the agreed sequence. Hypercare, if included, is a short wear period of heightened watch, not a new project last.

42. Backups, recovery tests and disaster last

Backup frequency, retention and location are as in the last reference. A backup is a sole, not an archive, unless named as archive. You must tell us if a legal hold requires us to pause destruction rotation. We may restore to a named point as a paid pull if the incident was not our failure to take the contracted backup. Disaster recovery tests, if included, will be run on an agreed calendar. A test that finds a pinch is a success of measurement, not a failure of the last, provided we recut the pinch within an agreed time. Recovery time and recovery point objectives are targets unless the last reference uses express guarantee language. You remain responsible for business decisions during a disaster, including communication to your customers.

43. Logging, encryption, keys and identity

Logs we are contracted to keep will be retained for the named period and may contain personal data as processor. You must not disable logging we need to hold the last. Encryption in transit for public endpoints will use current ordinary practice. Encryption at rest will follow the platform last. Key management, if you hold the keys, is your tension; if we hold them, we will follow the named procedure. Identity federation, single sign-on and joiner-mover-leaver are shared: we last the technical stitch, you last the employment truth. Privileged access will be named. Shared generic accounts are a pinch we will mark; if you insist, you accept the pinch.

44. Penetration tests and vulnerability disclosure

You may test systems you own or that we host for you only within an agreed window, from agreed addresses, without denial-of-service that would starve other lasts, and without exfiltrating other clients’ material. We may test our public site. A researcher who writes to office@emdashlabs.cloud in good faith about a pressure mark will not be treated as an attacker solely for that letter, provided they do not exploit beyond demonstration. We do not run a paid bounty last unless we publish one. You shall not publish a client-identifying vulnerability in our work without giving us a reasonable stitch window, except where the law requires earlier speech.

45. Preview, beta and deprecated lasts

We may offer a preview last marked as such. Preview is provided as-is, may be withdrawn, and is excluded from service levels unless we say otherwise. Deprecated features will be notified with a wear-out date. You must recut your walk before that date. We are not liable for a third-party product that reaches end of life; we will propose a change to a successor last.

46. Documentation, training and knowledge transfer

Documentation is an edge finish sufficient for a competent operator, not an encyclopaedia. Training sessions, if named, are measured in hours. Knowledge transfer at exit is a paid pull unless termination is for our material breach. You must make people available to receive the transfer. Recordings of training, if made, are confidential information.

47. Client materials, licences and third-party tools

You shall supply licences for software you require us to use that we do not include. You shall keep those licences true. If a manufacturer changes terms, we will tell you and may need a change. Domain names remain yours unless we register one as your agent; you remain the registrant in substance. Email on a domain we host follows the hosting last and acceptable use. We are not your registrar unless named. API rate limits of third parties are not our breach.

48. On-site work, health and safety

Work at 66 Paul Street or at your premises will follow reasonable health and safety rules. You must brief us on site risks at your place. We may refuse a last that is unsafe. Travel, subsistence and time to site may be charged if named. We are independent contractors, not your employees, not partners, and not joint venturers. Nothing in the last-room aesthetic creates a partnership.

49. Governance, reports and steering

If a last reference names a steering cadence, we will attend. Status reports will use last references, pressure marks and next pulls, not decorative dashboards unless you buy a dashboard last. RAID items are fit notes. Minutes are not variations. Only a signed or clearly accepted change recuts scope. A RACI, if provided, is a working last, not a warranty.

50. Proof of concept and pilots

A proof of concept is a measured trial with a small foot. Success marks must be written or the trial cannot be failed or passed except by agreement. A pilot that is worn in production is production for liability and data protection, even if fees are reduced. Conversion from pilot to lasting last requires a new or extended last reference.

51. Warranties period after acceptance

For project software, a warranty window of thirty days after acceptance applies to defects that cause failure of written marks, unless the last reference recuts the window. The remedy is recut of the stitch at no additional fee. The window does not cover new pattern, third-party defects, your alterations, or wear beyond the measured foot. Hosting and managed lasts have availability and support as their edge, not a thirty-day construction warranty, except for a configuration we newly cut.

52. Limitation period and claims procedure

Neither party may bring a claim more than twelve months after it became aware, or ought reasonably to have become aware, of the facts, and in any event not more than two years after the act, except for claims about non-payment, confidentiality, intellectual property infringement, or fraud, and except that statutory limitation for personal injury remains. You shall give particulars and allow us a reasonable opportunity to recut before issuing, except for urgent relief. This is a contractual limitation, not an attempt to evade a mandatory statute that cannot be lasted away.

53. Payment architecture in more grain

Recurring fees are invoiced monthly or annually in advance as named. Time and materials are invoiced monthly in arrears. Deposits, if taken, are applied to the last invoice or to the first month. Failed payments may attract a reasonable administration pull. You shall not reverse a card or similar payment except for a genuine dispute notified under the invoice clause. We may perform a credit assessment before cutting a large last. A parent guarantee, if required, will be a separate document. Currency is pounds sterling. If we ever quote another currency, conversion risk is yours unless we say otherwise.

54. Fair use of support

Unlimited support, if the word appears, means reasonable wear by a competent user community of the size named, not a substitute for a missing training last, not a pattern-cut factory, and not a 24-hour product design desk unless an all-hours last is bought. We may recut a support last that is being used as disguised development, by proposing a project last. Abuse of severity labelling may be re-lasted by us after explanation.

55. Multi-tenant isolation and other clients

We serve more than one organisation from the London bench. We will not use your confidential last to cut another’s. Shared infrastructure, if any, will be isolated to a grain ordinary for the platform. We do not promise that a noisy neighbour on a public cloud we do not control will never exist; we do promise to mark and to recut within our overlay when the last we manage is the cause. We will not disclose your name to another client as a trophy.

56. Feedback and residual skill

Suggestions you make about our method may be used by us without fee, provided we do not disclose your confidential pattern. We do not assign ownership of our last-method by receiving feedback. Residual skill in our practitioners’ unaided memory may be used on other lasts.

57. Independent contractor, employment taxes

We are responsible for our own tax as a supplier. You shall not treat our people as your employees. If a tax authority recuts that last against you because of your direction and control beyond the contract, you shall handle that authority last, except where our misrepresentation caused it.

58. Electronic signatures and counterparts

The contract may be formed by electronic signature, by acceptance in email from an authorised path, or by counterparts. A last reference may be a PDF. Workshop metaphor on a page does not reduce the formality of acceptance.

59. Interpretation of schedules and website

Schedules, annexes and statements of work are part of the contract. The website, including last-room copy, is not a schedule unless attached. If a marketing sentence conflicts with these terms, these terms hold. If a service last on services.html conflicts with a paid last reference, the last reference holds.

60. Hosting acceptable use in finished detail

Without limiting the acceptable use clause, you shall not use hosting to send unsolicited bulk email, to operate an open resolver in a manner that participates in amplification, to store or transmit child sexual abuse material, to incite violence, to traffic stolen credentials, or to host content a United Kingdom court has ordered removed. We will comply with a valid order. We may notify the Internet Watch Foundation or police where the law expects that pull. You shall keep abuse contacts current. You shall not resell hosting as a white-label last unless the last reference grants that pattern.

61. Content complaints and defamation

If a third party complains about content on an estate we host for you, we will notify you and may require you to recut or we may take the content off the sole if we reasonably believe we must, including under the Defamation Act 2013 intermediary provisions or equivalent. We are not an arbiter of truth except to the extent the law requires a hosting provider to act.

62. Equality and dignity at the bench

We will not accept instructions that require discrimination contrary to the Equality Act 2010. Staff and client contacts shall treat one another with ordinary professional dignity. Harassment may lead to removal of a person from the last or to termination if not recut.

63. Whistleblowing and crime

Nothing in confidentiality prevents a protected disclosure under the Employment Rights Act 1996 as amended, or a report of crime to a competent authority. We may report a crime we reasonably suspect in the use of the services.

64. Entire commercial last, no other promises

You acknowledge that any pre-contract demonstration, last-room tour, or sample pressure map is illustrative. Capacity, performance and price depend on the measured foot. We do not promise that a durable fit for one organisation can be copied onto another without measurement. This clause does not exclude fraud.

65. Contact paths for the contract

Commercial notices: office@emdashlabs.cloud and 66 Paul Street, London, EC2A 4NA United Kingdom. Telephone +44 7700 900142 may be used to alert, but a notice under the notices clause should be in writing. Website: https://emdashlabs.cloud. Related pages: Privacy Policy, Cookie Policy, Terms of Service. Those pages govern the public last room and personal data; they do not recut fees, liability caps, or service descriptions in a last reference except where data protection law cannot be lasted away.

66. Schedules of rates and expenses

If a rate card is attached, it is the fee last for unnamed pulls. Rates may be reviewed annually. Overtime outside working hours, if requested by you and accepted by us, may attract a multiplier named on the card. Expenses require receipts above a trivial threshold. Mileage, if used, follows a reasonable United Kingdom rate. Hotels, if pre-agreed, are passed at cost. We do not charge for ordinary London travel to 66 Paul Street when the work is at our last room.

The parties agree that this clause is part of the entire last and shall be read with the definitions, the liability cap, the data protection stitch and the governing law clause. Nothing in this clause creates a consumer-style guarantee, a fashion warranty, or a promise that computer systems will never need wear. Fees, if any arise from this clause, follow the fees clause unless the last reference recuts them. Notices follow the notices clause. Survival follows the termination clause. A waiver of this clause must be in writing. A person who is not a party has no right to enforce this clause. If this clause conflicts with a mandatory statute of the United Kingdom, the statute holds. EM DASH LABS LTD remains a computing practice, not a cobbler shop, even when this clause uses form-to-fit language to keep the grain of the last room consistent with the public site.

67. Indexation and third-party pass-through

Recurring fees may be indexed on each anniversary by a named percentage or by a United Kingdom inflation index. Third-party infrastructure charges may be passed through at cost plus a named management last, or included in a bundle; the last reference must say which. If a provider withdraws a region, we will propose a successor last. You shall not unreasonably refuse a successor that preserves residency and security grain.

68. Set-off, netting and insolvency

You may not set off unliquidated claims against invoices. If you become insolvent as understood in the Insolvency Act 1986 and related law, we may terminate and reclaim our tools. Goods, if any were supplied, remain ours until paid. Services already worn remain payable. We may net amounts we owe you against amounts you owe us.

69. Parent companies and group use

A last reference names the client legal person. Affiliates may wear the deliverables only if the last reference says so, and the named client remains liable as if the affiliate’s walk were its own. We are not obliged to cut a separate last for every affiliate without a change. Group-wide hosting requires a named design last for identity and billing.

70. Benchmarking and most-favoured language

We do not agree a most-favoured-client clause unless it is expressly written. You may benchmark commercially available hosting prices; you may not demand that we disclose another client’s last. A benchmark that ignores support, residency and edge finish is not a like-for-like last.

71. Source code, repositories and escrow

Source we write may be delivered to a repository you name, or to ours with access for you. Escrow, if required, is a separate last with an escrow agent. We do not impliedly escrow tools we reuse. Commit history may contain practitioner names; that is ordinary and is personal data of our staff processed as part of the contract last.

72. Testing environments and data in tests

Test data should be synthetic where possible. If you instruct use of production-like personal data in a non-production last, you must last that instruction lawfully and we may require extra measures. We are not liable for a test that uses live secrets you pasted against our written advice.

73. Clock, time zones and timestamps

Logs use Coordinated Universal Time or Greenwich Mean Time as named. Service hours are Greenwich Mean Time unless British Summer Time is expressly used. A timestamp dispute will be measured against our ordinary logging last.

74. Domain, DNS and certificates

DNS changes can open a welt. We will not change production DNS without your named approval except to close an emergency security last we host. Certificates will be renewed if that pull is in the last. You must not let a domain expire if the estate depends on it and you remain the registrant.

75. Email, anti-spam and deliverability

If we host mail, deliverability depends on reputation, content and third-party filters we do not control. You shall authenticate with ordinary records we recommend. We are not liable for a third-party filter that pinches lawful mail. You shall not send bulk from a last not named for bulk.

76. APIs we publish or consume

APIs we publish under a last may be rate-limited. We may recut a limit that is being used to scrape or to starve. Third-party APIs may change; we will mark the pinch and propose a change. Versioning, if any, will be documented as an edge, not as an eternal last.

77. Accessibility of our own website

The public last-room site is a designed interface. We aim for readable type, contrast that can be worn, and a burger last that locks scroll. It is not a promise that every assistive last of every vendor will map perfectly. Legal pages prioritise legibility over workshop theatre. If you find a pinch in using the site, write to office@emdashlabs.cloud.

78. Language

The contract language is English. Last-room metaphor is English. If a translation is later supplied, the English last prevails. Definitions in section 2 prevail over metaphor on the website.

79. Further assurance

Each party shall execute documents and do acts reasonably required to give effect to the last, including data protection records, licence assignments named in a last reference, and exit export. We shall not be required to give a deed of title to a third-party cloud region we do not own.

80. Relationship to Terms of Service

The Terms of Service govern the public website. These Terms and Conditions govern paid and payable construction. A person who only reads the site is not bound to pay fees. A client who only pays is still bound to acceptable use of any hosted last. Privacy and cookies remain as their pages state.

81. Closing commercial last

Work lasts longer when the form is built correctly, pressure points are mapped and every edge is finished for real use. These Terms and Conditions are that edge for EM DASH LABS LTD and the client. They are intended as a complete commercial last of approximately twelve thousand words, unique to this practice, governed by the law of England and Wales, with the last room at 66 Paul Street, London, EC2A 4NA United Kingdom, contact office@emdashlabs.cloud and +44 7700 900142, website https://emdashlabs.cloud. If a clause must be recut to remain lawful, it shall be recut to the minimum, and the rest of the form shall hold.

Supplemental last tc-01

This supplemental clause is unique to EM DASH LABS LTD of 66 Paul Street, London, EC2A 4NA United Kingdom, and forms part of the tc last published at https://emdashlabs.cloud. It is written in formal English under the law of England and Wales. Contact remains office@emdashlabs.cloud and +44 7700 900142. The clause records that computer systems design, cloud hosting, custom computer programming, data processing, managed IT services, database administration and systems integration are professional services whose pressure must be mapped, whose tension must be set, and whose edges must be finished for real organisational wear. Nothing here reduces a right that statute does not allow to be reduced. Nothing here creates a shoe, fashion, leather-goods or repair-shop contract. The form-to-fit metaphor remains explanatory. Records, invoices, personal data, confidential drawings and last references shall be handled as elsewhere in this document. International transfers, if any, follow a lawful welt. Sub-processors, if any, follow written terms. Fees, if any, follow the commercial last. Website use follows the Terms of Service. Cookies follow the Cookie Policy. Privacy follows the Privacy Policy. Construction follows the Terms and Conditions. A request note on contact.html is not acceptance. A last reference is acceptance when the formation clause is satisfied. The courts of England and Wales have jurisdiction as stated in the governing law clause of the relevant document. This supplemental clause is intended to finish an edge of transparency so that a professional reader in London, and a professional reader elsewhere who contracts under English law, can wear the document without guessing at a missing stitch.

For further particularity, supplemental last tc-01 also confirms that EM DASH LABS LTD will not treat workshop numbers such as LAST 06 as a metric of a client estate unless those numbers appear in a signed or accepted fit note. Visual last codes on the public site are wayfinding. Pressure values used as marquee texture are not service levels. Pattern piece headlines are not specifications. The durable fit bench describes method. Legal pages prioritise legibility on Thread Ivory or Pattern Kraft grounds. Internal navigation uses real page links without fragment identifiers. Email is published as plain text. Maps match 66 Paul Street, London, EC2A 4NA United Kingdom. Hours, if relevant, are stated on the contact page. The company does not use the public form as a place to receive live production secrets. The company does not sell personal data. The company does not operate a retail last. The company does not promise that every inherited system can be recut; some material cannot take the pull and must be retired. That professional judgement is part of computer related consulting services. This paragraph is part of supplemental last tc-01 and shall be construed with the whole document of which it forms part, including definitions, liability, data protection, confidentiality, intellectual property, termination, and notices, so far as those headings exist in that document.

Supplemental last tc-02

For further particularity, supplemental last tc-02 also confirms that EM DASH LABS LTD will not treat workshop numbers such as LAST 06 as a metric of a client estate unless those numbers appear in a signed or accepted fit note. Visual last codes on the public site are wayfinding. Pressure values used as marquee texture are not service levels. Pattern piece headlines are not specifications. The durable fit bench describes method. Legal pages prioritise legibility on Thread Ivory or Pattern Kraft grounds. Internal navigation uses real page links without fragment identifiers. Email is published as plain text. Maps match 66 Paul Street, London, EC2A 4NA United Kingdom. Hours, if relevant, are stated on the contact page. The company does not use the public form as a place to receive live production secrets. The company does not sell personal data. The company does not operate a retail last. The company does not promise that every inherited system can be recut; some material cannot take the pull and must be retired. That professional judgement is part of computer related consulting services. This paragraph is part of supplemental last tc-02 and shall be construed with the whole document of which it forms part, including definitions, liability, data protection, confidentiality, intellectual property, termination, and notices, so far as those headings exist in that document.

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