Terms of use

What follows is a contract between you and UMZI LABS LTD, binding on both of us from the moment described at Article 3. Its reach is the website published at umzilabs.co.uk: every page served from that domain, and every file you take away from it.

Its reach stops there. Research and engineering carried out for a client answers to a separate signed agreement, described at Article 9. Nothing published on these pages becomes part of such an agreement, and nothing here alters one that already exists.

Throughout these articles we, us and our mean UMZI LABS LTD, a private limited company on the register of England and Wales under the number 17061761. You means whoever is reading or otherwise using the site.

Particulars of the company's officers are published against that same number on the public record, which is where they belong; we do not duplicate them here, since a duplicate can only ever be as fresh as the day somebody remembered to update it.

Use of the site is acceptance of this charter. There is nothing to click and no account to open, because neither a button nor an account exists here to serve that purpose. Should the articles below not suit you, the remedy is to close the page, and no consequence follows from doing so.

Where the site is being used on an organisation's behalf, you are telling us you may commit that organisation, and this charter then binds it alongside you. We ask that the site be used by adults: it is written for people making commercial decisions, and nothing on it is meant for a child.

These pages describe the kind of research and product engineering this company takes on, and how a conversation about it begins. That is their whole purpose.

What they are not is an offer anyone could accept into existence. Nothing published here is a quotation, a proposal, or a commitment as to price, availability or timetable, and nothing here warrants an outcome. Descriptions of method on these pages record habitual practice, and a habit is not a promise about your engagement in particular. Article 9 says where the promises actually live.

We grant you permission to read these pages on screen, to print them, and to retain whatever you print, for your own information and for the purpose of weighing this company up as a possible supplier. The permission is personal to you, cannot be handed on to anybody else, and can be withdrawn under Article 18. It lasts while you keep to Article 6, and it moves no ownership of anything from us to you.

You may link to any page here freely, and no permission need be sought for it. Quoting a short passage is equally welcome, on three conditions we would ask you to treat as undertakings of your own: quote it accurately, do not present our words as yours, and do not let the quotation suggest an endorsement or a relationship that does not exist.

The permission at Article 5 is given against the following undertakings from you. You will not:

• reproduce, republish, sell, hire out, sub-licence or otherwise commercially exploit any part of this site;
• harvest the content by automated means, or feed it to a training corpus or a model, save that ordinary search-engine indexing is expressly permitted;
• try to reach the site's host, or any system connected to it, without authorisation;
• probe, scan or otherwise test the site's defences, unless we have agreed to it in writing beforehand;
• introduce hostile code of any description, or aim flood traffic at the site;
• use the site for an unlawful purpose, or in a way that tramples somebody else's rights;
• misdescribe who you are, or who you act for, when writing to us.

Some of that list is not merely a contractual matter. Conduct of the kind described in the third, fourth and fifth items can amount to a criminal offence under the Computer Misuse Act 1990. Should we judge that it has, our undertaking to you is that we will say so and act consistently: the matter goes to the appropriate authority, we assist them, and we identify the person responsible where identification is possible.

The rights in this site and everything on it, meaning the writing, the source, the stylesheet, the typographic arrangement and the page layout, belong to us or are licensed to us. Article 5 grants what it grants and nothing beyond; every other right stays where it is. The typefaces are licensed to us by their owners, so they are not ours to pass along and Article 5 does not purport to.

Where somebody else's name or mark appears on these pages, it stays theirs and is used to describe rather than to claim. Its presence implies no endorsement in either direction.

Should you believe something published here infringes a right of yours, our undertaking is to look properly rather than reflexively. Write to the address at Article 22 identifying the material, the page it sits on, the right you hold and the basis of the complaint, and you will get a considered answer.

Writing to us opens a conversation and does no more than that. No contract comes into being, no retainer, and no obligation on either side; we may decline an enquiry and are not obliged to give our reasons for declining.

There is one point on which we would rather warn you than rely on the small print. Please do not put confidential material into a first enquiry. Before a confidentiality agreement exists we are in no position to treat whatever lands as confidential, and would ask you not to assume otherwise merely because it feels like a private exchange. Where you need protection before the problem can even be described, say so, and an agreement goes in place first.

This matters more in our line than in most, because a research enquiry so often carries unpublished technical detail that is the whole value of the thing. Send us the shape of the problem. Keep the substance until there is paper around it.

No work starts before a signed written agreement exists. That agreement, together with any statement of work beneath it, is where the real commitments live: what is in scope, what gets delivered, what acceptance means, the timetable, the fees and when they fall due, the confidentiality obligations, the data protection terms Article 28 of the UK GDPR requires wherever the processor's hat is ours to wear, and where liability sits for that particular engagement.

Where a signed agreement and this charter say different things, the signed agreement is what prevails for that engagement. This charter carries on governing your use of the website regardless, since the two documents are doing different jobs.

Our undertaking about conversations is deliberately strict, and it protects you as much as us: nothing said in a meeting, an email exchange or a call moves scope, price or timetable unless the signed agreement records it, or a written variation to that agreement does. That way neither side can be held to a half-remembered sentence.

Who ends up owning what an engagement produces is a commercial question, and it is settled in the signed agreement rather than presumed here. Engagements are structured differently from one another, so this charter deliberately states no default that a client might otherwise rely on to their cost.

On publication our undertaking is firm. Where an engagement produces something we would like to write up, whether a technique, a measurement or a finding, it is published only with the client's written agreement or under a term already sitting in the signed agreement. Nothing of a client's is published because we happened to find it interesting.

Where an engagement builds on open source components, those licences carry on applying and the signed agreement records which components were used. We make no representation that a third party component comes free of restriction, and we would encourage a client to have that list looked at.

This site is published for general information. It is not technical, legal, financial or professional advice, and none of it has been shaped around your circumstances, which we know nothing about.

So the undertaking runs the other way in this article, and it is the one thing we ask of you here: please do not act, or hold off from acting, because of something published on these pages. Where a decision calls for advice, get it from somebody briefed on your facts who accepts responsibility for what they tell you.

We make no representation that the site is complete, current or suited to any purpose you may have in mind, and its contents may change at any time without prior announcement.

The site costs you nothing and is offered on that footing: as it is, when it is there. We do not promise it will be reachable without interruption, that it will be free of error, or that a defect once noticed will be put right on any particular timescale. Access may be suspended, restricted or withdrawn where there is a business or operational reason for it.

Two things are yours to arrange. The first is your own means of reaching the site. The second is making sure that anybody who reaches it through a connection of yours knows about this charter and keeps to Article 6.

Where a page here points at a website somebody else operates, the pointer is offered for information and nothing more. Sites we do not run are sites we cannot vouch for: we neither control them, nor endorse them, nor answer for what they publish, whether they stay up, or how they treat what you give them. Follow such a link at your own risk, and read the terms of wherever you land, which will not be these.

Personal data is handled exactly as the privacy notice undertakes, and that document is incorporated into this charter by this reference, so its undertakings bind us here too. Anything stored on your own device is covered by the cookie notice. Where we act as processor on a client's instructions, it is the signed agreement rather than this charter that governs the handling, for the reasons Article 2 of the privacy notice sets out.

This site is written for businesses. Should you nonetheless be using it in a consumer capacity, that is, for purposes falling wholly or mainly outside any trade, business, craft or profession of yours, then every protection the law affords a consumer stays with you untouched, and that includes what the Consumer Rights Act 2015 gives you.

Two consequences follow, and we state them as undertakings rather than leaving you to work them out. Where any article here would cut across a right the law gives you as a consumer, the right wins and the article yields to it. And whatever Article 21 says about courts, a consumer may bring proceedings where they live, in whichever part of the United Kingdom that is.

This article limits what this company answers for, so it is worth reading slowly rather than skimming.

Three kinds of answerability are untouched by anything in this charter, and could not be touched by it. The first is loss of life or bodily harm brought about by a want of care on our part. The second is deceit, or a statement made dishonestly. The third is anything the law simply forbids a party to shed, which includes, where you deal with us as a consumer, whatever the Consumer Rights Act 2015 puts beyond exclusion.

Subject to those three, and taking into account that the site is given to you for nothing:

• the conditions, warranties and other terms that statute, common law or equity would otherwise imply into this charter are excluded;
• we do not answer for lost profit, lost revenue, lost business, savings that failed to materialise, damaged goodwill or lost data, nor for loss that is indirect or consequential, where it flows from your using the site, from your being unable to use it, or from reliance you placed on something published here;
• everything we do answer for in connection with this site is capped, taken together, at one hundred pounds sterling, however the claim is framed, whether as a breach of this charter, in negligence or another tort, as a breach of a duty imposed by statute, or on any other footing whatever.

That cap is a website cap and reaches no further. Answerability for engagement work is fixed in the signed agreement for that engagement, on figures negotiated for the work in question, and this article neither caps it nor influences it.

One practical point sits here as well. Where hostile code reaches your equipment because you used this site, that is not something we answer for. Keep your own protection current, as you would for any site.

Where the site cannot be reached, or can be reached only slowly, and the cause lies outside what we could reasonably control, that failure is not laid at our door. The usual candidates: a hosting provider going down, a network or power failure upstream, an act of a public authority, industrial action, or an attack on infrastructure that belongs to somebody else entirely.

Where you break the undertakings at Article 6, the permission granted at Article 5 may be withdrawn at once and without warning. You would then need to stop using the site. Depending on what happened, further steps may follow, including a report to a law enforcement authority as Article 6 describes.

These articles may be revised. Whatever is published on this page is the version in force, and the date at its head says when it took effect. Continuing to use the site once a revision is published is acceptance of it, which is why the date sits where it cannot be missed.

A revision here reaches the website and stops at its edge. It does not touch a signed engagement agreement, which can be varied only in the manner that agreement itself specifies.

The whole of it. These articles, taken with the privacy notice and the cookie notice, are the entirety of what has been agreed about your use of this site, and they displace whatever was said or written about it beforehand.

Severance. Should a court hold any article invalid or unenforceable, that article is cut out and the remainder carries on in force unaffected.

Waiting is not waiving. Where we are slow to insist on something this charter gives us, that slowness surrenders nothing and leaves us free to insist on it later.

Transfer. Your side of this charter cannot be handed to anybody else. Ours may be transferred to a company acquiring this business, and we undertake to record that on this page if it happens.

Outsiders. Enforcement belongs to the two of us alone. The Contracts (Rights of Third Parties) Act 1999 hands nobody outside this charter a right to enforce any part of it.

English law governs this charter, whatever it happens to concern and however it came to be formed. Exclusive jurisdiction over any dispute touching it belongs to the courts of England and Wales, subject always to what Article 15 preserves for a consumer.

Everything under this charter goes to [email protected], which reaches a person rather than a queue. For a matter about personal data, use the same address and lead the subject line with "Data protection", as the privacy notice asks.

Company

UMZI LABS LTD

Company number

17061761, on the register of England and Wales

Mailbox

[email protected]

Back to the top