01Acceptance of Terms#
By accessing jlrlab.me or engaging JLR Lab ("JLR Lab," "we," "us," "our") for any services, you ("Client," "you," "your") agree to be bound by these Terms of Service ("Terms"). If you are entering into these Terms on behalf of an organisation, you represent that you have the authority to bind that organisation.
If you do not agree with any part of these Terms, do not use our Site or engage our services.
02Services Description#
JLR Lab provides software engineering, cloud infrastructure, mobile development, AI integration, managed support, and technical advisory services. The specific scope, deliverables, timeline, and fees for any engagement are defined in a separate Statement of Work ("SOW") or Service Agreement signed by both parties.
These Terms apply to all engagements unless explicitly superseded by a separate written agreement.
03Eligibility#
Our services are available to individuals who are at least 18 years of age and businesses duly incorporated under the laws of their jurisdiction. By engaging our services, you represent and warrant that you meet these requirements.
04Project Engagements#
Proposals and SOWs
All project engagements begin with a written proposal or SOW. The SOW defines the scope of work, deliverables, milestones, payment schedule, and acceptance criteria. No engagement begins without a signed SOW.
Change requests
Any changes to the agreed scope must be submitted in writing. JLR Lab will assess the impact on timeline and cost and provide a Change Order. Work on changes begins only after the Change Order is approved and signed.
Acceptance
Deliverables are considered accepted if the Client provides written acceptance or fails to provide written feedback within 10 business days of delivery.
05Payment Terms#
06Intellectual Property#
Client-owned work product
Upon receipt of full payment, JLR Lab assigns to the Client all intellectual property rights in the custom work product created specifically for that engagement, as defined in the SOW.
JLR Lab retained IP
JLR Lab retains ownership of all pre-existing code, frameworks, tools, libraries, and methodologies. Where such materials are incorporated into deliverables, JLR Lab grants the Client a perpetual, royalty-free licence to use them solely within the delivered product.
Open-source components
Deliverables may include open-source libraries. Such components remain subject to their respective licences, which will be disclosed in a dependency manifest.
07Confidentiality#
Each party agrees to keep confidential all non-public information received from the other party ("Confidential Information") and to use it only for the purposes of the engagement. Confidential Information does not include information that: (a) is or becomes publicly available without breach; (b) was already known to the receiving party; (c) is independently developed; or (d) must be disclosed by law.
Confidentiality obligations survive termination of any engagement for a period of 3 years. JLR Lab may sign a separate NDA on request.
08Client Obligations#
The Client agrees to:
- Provide timely feedback, approvals, and access to required systems and personnel
- Designate a single point of contact with authority to approve deliverables
- Ensure all content, data, and materials provided to JLR Lab are legally owned or licensed
- Comply with all applicable laws in connection with the use of deliverables
Delays caused by Client non-responsiveness may result in timeline adjustments at JLR Lab's discretion.
09Warranties & Representations#
JLR Lab warrants that:
- Services will be performed in a professional and workmanlike manner
- Deliverables will substantially conform to the specifications in the SOW
- We have the right to provide the services and assign the intellectual property described herein
JLR Lab provides a 60-day warranty on defects in custom code after final delivery. This warranty does not cover issues arising from Client modifications, third-party services, or changes in the operating environment.
THE SITE AND ANY OTHER MATERIALS ARE PROVIDED "AS IS" WITHOUT ANY OTHER WARRANTY, EXPRESS OR IMPLIED, TO THE FULLEST EXTENT PERMITTED BY LAW.
10Limitation of Liability#
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, JLR LAB'S TOTAL LIABILITY TO YOU FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR ANY ENGAGEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO JLR LAB IN THE 12 MONTHS PRECEDING THE CLAIM.
IN NO EVENT SHALL JLR LAB BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, OR GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
11Indemnification#
The Client agrees to indemnify, defend, and hold harmless JLR Lab and its officers, directors, employees, and agents from any claims, damages, losses, and expenses (including legal fees) arising from: (a) the Client's use of deliverables; (b) content or materials provided by the Client; (c) the Client's breach of these Terms; or (d) the Client's violation of any applicable law.
12Term and Termination#
Either party may terminate an engagement for convenience with 30 days' written notice. The Client shall pay for all work completed up to the termination date, including any non-cancellable third-party costs incurred.
Either party may terminate immediately for cause if the other party materially breaches these Terms and fails to cure the breach within 14 days of written notice.
Upon termination, JLR Lab will deliver all completed work and the Client shall promptly pay all outstanding invoices.
13Dispute Resolution#
The parties agree to attempt to resolve any dispute through good-faith negotiation for at least 30 days before initiating formal proceedings. If negotiation fails, disputes shall be resolved by binding arbitration under the rules of the Thai Arbitration Institute (TAI) in Bangkok, Thailand. The language of arbitration shall be English.
14Governing Law#
These Terms are governed by and construed in accordance with the laws of Thailand, without regard to conflict of law principles. For matters not subject to arbitration, the parties submit to the exclusive jurisdiction of the courts of Bangkok, Thailand.
15Force Majeure#
Neither party shall be liable for failure to perform obligations due to causes beyond their reasonable control, including natural disasters, pandemics, government actions, civil unrest, or disruptions to third-party infrastructure. The affected party shall notify the other promptly and resume performance as soon as reasonably possible.
16Website Use#
Use of jlrlab.me is subject to these Terms. You may not: scrape or data-mine the Site; use the Site for any unlawful purpose; attempt to circumvent any security measure; or transmit harmful code. JLR Lab reserves the right to restrict access at its discretion.
17Third-Party Services#
Our deliverables may integrate with or depend on third-party services (e.g., cloud providers, payment processors, AI APIs). JLR Lab is not responsible for the availability, pricing changes, or terms changes of such services. Clients are responsible for their own accounts with third-party providers unless otherwise agreed in the SOW.
18Modifications to Terms#
JLR Lab reserves the right to modify these Terms at any time. Material changes will be communicated by updating the effective date on this page and, where appropriate, by email to active clients. Continued use of our services after changes constitutes acceptance.
19Severability#
If any provision of these Terms is found to be invalid or unenforceable, that provision shall be modified to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.
20Entire Agreement#
These Terms, together with any applicable SOW and the Privacy Policy, constitute the entire agreement between the parties regarding their subject matter and supersede all prior discussions, representations, and agreements.
21No Waiver#
Failure by either party to enforce any provision of these Terms shall not constitute a waiver of that party's right to enforce such provision in the future.
22Contact Information#
For questions about these Terms: