Terms of service

1. Who this agreement is between

These terms are between Algolyzer Lab (“we”, “us”, “the studio”), of 20, Power House Main Road, Kawatkhali, 10-A, Noor Garden, Mymensingh, Mymensingh, 2201, Bangladesh, and the organisation that engages us or uses one of our hosted products (“you”, “the client”). They apply from the moment you accept a quote, sign a statement of work, or start using a hosted product, whichever happens first.

They are written for business clients. Where you are dealing with us as a consumer, your statutory rights apply and nothing here reduces them.

2. What we provide

• Pilot engagements. One question, one dataset, one environment, a fixed fee, and a success metric agreed in writing before we begin. The deliverable is a working system and a written result — including where the result is that the approach does not work.
• Build engagements. Turning a pilot into something that survives daily use: hardening, deployment, monitoring and the handover material your engineers need to own it.
• Hosted products. Software we operate and you access under a subscription, on the terms of the plan you sign up to.

3. Quotes, acceptance and the statement of work

Work is scoped in writing before it starts. A quote or statement of work sets out the question being answered, the deliverables, the success metric where one applies, the timetable, the fee and the payment schedule. A quote is an invitation to contract, not a contract: the agreement forms when you accept it in writing.

Where a statement of work and these terms conflict, the statement of work governs for that engagement. Anything not written into the scope is out of scope. A change to the scope is agreed in writing, and may change the fee and the timetable.

4. Fees, invoicing and late payment

Fees, the currency they are quoted in, and the invoicing schedule are those stated in the statement of work or the subscription plan. Invoices are payable by the date stated on them. Third-party costs — hardware, cloud capacity, data licences, travel — are recharged only where the scope says so and are agreed with you before we commit to them.

If an invoice is overdue we may charge interest at the rate permitted by the applicable law, and may suspend work and access to hosted services after giving you written notice and a reasonable chance to pay. Suspension does not extend a delivery date.

5. Taxes

Fees are exclusive of value added tax, goods and services tax, sales tax and any similar tax, which are added where they apply. Each party bears its own income taxes. If the law in your country requires you to withhold tax from a payment to us, tell us before you pay, withhold only what the law requires, and send us the certificate evidencing it.

6. Intellectual property

6.1 What stays yours

Your data, your models, your documents, your brand and everything else you give us remain yours. We get only the licence we need to do the work you have asked for, for as long as the engagement lasts.

6.2 What you own at the end of a build

On a build engagement, and on payment of the fees due for it, you own the delivered model weights, the training code and the deployment scripts. They are handed over at the end of the engagement, along with the documentation the scope calls for. This is a deliberate commitment: a system you cannot run without us is not a system you own.

6.3 What stays ours

We keep everything we brought with us: our internal tooling, libraries, evaluation harnesses, project scaffolding, methods, know-how and the general skills and experience of our people. Where a deliverable has any of that embedded in it, you get a perpetual, worldwide, non-exclusive licence to use it as part of that deliverable, so the handover in section 6.2 is genuinely usable.

6.4 Third-party and open-source components

Deliverables may include third-party or open-source components, which are licensed to you under their own licences rather than by us. We identify the significant ones in the handover documentation.

6.5 Hosted products

A subscription grants you the right to use the hosted product for your own business purposes for the period you have paid for. It is a licence, not a sale, and it does not transfer ownership of the product or its models.

7. Confidentiality

Each of us will keep the other’s confidential information confidential, use it only for the engagement, and disclose it only to people who need it and are under equivalent obligations. This does not apply to information that is public through no fault of the receiver, was already known to them, is independently developed, or must be disclosed by law — in which case the discloser is told first where that is lawful. These obligations survive the end of the engagement.

8. What we need from you

• Access, on time, to the data, environments, hardware, sites and people the scope depends on. Most slipped timetables are access problems.
• A named decision-maker who can accept a deliverable and answer a question within a reasonable time.
• That you have the right to give us the data you give us, and a lawful basis for any personal data in it, including any notice or consent your own privacy law requires. See our privacy policy for how we handle it.
• Care of your own credentials and accounts, and your own backups of your own systems.

9. Acceptable use of hosted products

You will not, and will not let anyone else:

• use the service unlawfully, or to infringe someone else’s rights;
• upload data you do not have the right to upload, or personal data you have no lawful basis to process;
• probe, scan or attempt to breach the security of the service, or interfere with anyone else’s use of it;
• reverse engineer or copy the service beyond what the law expressly permits, or resell or sublicense access without our written agreement;
• scrape it, load it beyond any published limit, or run it through automated clients that degrade it for others.

We may suspend an account that is doing any of these, and will tell you why and what has to change.

10. Machine learning: what a model can and cannot be relied on for

Our systems produce probabilistic estimates, not statements of fact. A prediction, score, classification or detection is evidence to be weighed by a competent human being, not an answer.

• Model output must not be the sole basis of a decision that is medical, agronomic, safety-critical or financial. Keep a human in the loop, and keep the professional judgement the decision would otherwise have required.
• Accuracy figures are measurements, not guarantees. Any accuracy, precision or recall figure we publish or quote was measured on a specific dataset under specific conditions, and we will tell you what they were on request. It describes that evaluation. It is not a warranty of performance on your data, in your environment, or in the field.
• Models drift. Sensors move, seasons change, populations change and inputs change with them. Continued accuracy depends on monitoring and periodic retraining, which is work, and which is either in your scope or in ours by agreement.
• Regulatory fit is yours to determine. You are responsible for whether a deployed use is permitted where you operate, including any sector-specific approval, notification or human-oversight requirement.

11. Warranties

We warrant that we will perform the services with reasonable skill and care, using people suitably qualified to do them, and that we have the right to grant the licences in section 6. A pilot that reports a negative result has been performed correctly: the fee buys the investigation and the written answer, not a predetermined outcome.

Beyond that, and to the fullest extent the law allows, we exclude all implied warranties, including any implied warranty of merchantability, fitness for a particular purpose or uninterrupted operation. Hosted products carry no availability commitment unless a service level is agreed in writing. That is a statement about warranties, not a licence to leave a service down: where a hosted product is materially unavailable and we cannot put it right within a reasonable time, the remedy is the pro-rata credit or refund in our refund and cancellation policy.

12. Limitation of liability

Nothing in these terms limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for anything else that cannot lawfully be limited.

Subject to that, neither party is liable for indirect or consequential loss, or for loss of profit, revenue, anticipated savings, goodwill, business opportunity or data, however caused. Our total aggregate liability arising out of an engagement is limited to the fees paid and payable under the statement of work giving rise to the claim in the twelve months before the claim arose.

13. Term, suspension and termination

An engagement runs for the term in its statement of work; a subscription runs for its billing period and renews unless cancelled. Either party may terminate for material breach if the other has not put the breach right within a reasonable period after written notice, and either may terminate immediately if the other becomes insolvent.

On termination you pay for work delivered up to that point, each party returns or deletes the other’s confidential information on request, and any handover the scope provides for takes place once outstanding fees are settled. What happens to money already paid is set out in our refund and cancellation policy. Sections on intellectual property, confidentiality, liability and governing law survive.

14. Publicity

We will not name you, describe your project or use your logo publicly without your written permission. Permission given for one thing is not permission for everything, and it can be withdrawn for future use.

15. Force majeure

Neither party is in breach because of an event outside its reasonable control, including natural disaster, war, civil unrest, epidemic, industrial action, failure of a utility or telecommunications network, or an act of government. The affected party tells the other promptly and does what it reasonably can to limit the effect; if the event lasts an unreasonable time, either party may terminate the affected work.

16. Assignment and subcontracting

Neither party may assign this agreement without the other’s written consent, which will not be unreasonably withheld, except to a successor of substantially all of its business. We may use subcontractors, and where we do we remain responsible for their work as if it were our own.

17. Notices

Notices must be in writing. Notice to us goes to hello@algolyzerlab.com, or by post to 20, Power House Main Road, Kawatkhali, 10-A, Noor Garden, Mymensingh, Mymensingh, 2201, Bangladesh. Notice to you goes to the contact named in the statement of work or to the account email address on a subscription. Email notice is treated as received on the next business day.

18. General

These terms, together with the statement of work and any policy referred to in them, are the entire agreement between us and replace anything discussed beforehand. A delay in enforcing a right does not waive it. If a provision is unenforceable, the rest stands. We are independent contractors: nothing here creates a partnership, joint venture or employment relationship, and nobody other than the two parties may enforce this agreement.

19. Governing law and venue

This agreement is governed by the law of Bangladesh, and the courts of Bangladesh have exclusive jurisdiction over any dispute, unless the statement of work names a different law or forum. Where the studio is registered, and the rest of its company details, are published on our company page. Nothing in this section prevents either party from seeking urgent injunctive relief wherever it is needed.

20. Changes to these terms

We publish changes on this page and change the effective date at the top. The version in force when you accepted a statement of work continues to govern that engagement. For a hosted product, we give reasonable notice of a material change before it takes effect, and continuing to use the product afterwards means you accept it. If you would rather not, you may cancel under the refund and cancellation policy.

21. Contact

Questions about these terms: hello@algolyzerlab.com, or telephone +8801933643065. Read alongside our privacy policy, our refund and cancellation policy and our company details.