Terms of Service
Last updated September 8, 2026
These terms govern your use of spencerlabs.co and the services Spencer Labs provides. By purchasing a service or engaging us for work, you agree to them. HostRev is sold under separate terms published at hostrev.co.
1. Who we are
Spencer Labs is the trading name of Spencer Labs Ltd. Co., a limited company registered in the State of Idaho, United States. You can reach us at spencerlabsco@gmail.com or by post at 128 S 1st W St, Paris, ID 83261. In these terms, "we" and "us" mean Spencer Labs Ltd. Co., and "you" means the individual or company purchasing our services.
2. What we provide
We provide custom software development, technology consulting and advisory services, and ongoing software support. The specific work, deliverables, price, and timeline for any engagement are set out in a written quote or order that you approve before work begins. That approved quote, together with these terms, forms the agreement between us. Where the two conflict, the approved quote takes precedence.
We do not provide legal, tax, accounting, or financial advice, and nothing we deliver should be relied on as such.
3. Fees and payment
- Prices are stated in US dollars and exclude any applicable sales tax, which is calculated and shown at checkout where we are required to collect it.
- Subscriptions are billed monthly in advance and renew automatically until cancelled. One-time engagements are charged in full at purchase. Custom builds are billed by milestone.
- Invoices are due within 14 days of issue. Amounts unpaid after 30 days may accrue interest at 1.5% per month, and we may suspend work and hosting on 7 days' written notice.
- Third-party costs incurred on your behalf are passed through at cost and are your responsibility.
- You authorise us to charge the payment method you provide for recurring fees until you cancel.
Cancellation and refund terms are set out in full on our Refunds & Cancellation page, which forms part of these terms.
4. Your responsibilities
To do our work we need things from you. You agree to provide timely access to the people, systems, accounts, and information the engagement requires, and to give feedback and approvals within a reasonable time. Where a deadline depends on your input, delays in providing it move the delivery date accordingly.
You confirm that any content, data, or materials you give us are yours to use, and that our using them as instructed will not infringe anyone else's rights.
5. Scope and changes
The approved quote defines the scope. Anything outside it is a change, and changes are quoted separately in writing and require your written approval before we build them. We will not perform unapproved work and then invoice you for it.
6. Intellectual property
On receipt of payment in full for a deliverable, all intellectual property rights in work we created specifically for you under that engagement transfer to you.
We retain ownership of our own pre-existing tools, libraries, frameworks, and general know-how, including anything of that kind developed before or outside your engagement. Where such material is embedded in what we deliver, you receive a perpetual, worldwide, royalty-free licence to use, modify, and distribute it as part of the delivered work.
Third-party and open-source components remain subject to their own licences, which we identify in the documentation we hand over. Until payment in full is received, you have a limited licence to use the deliverable for evaluation only.
7. Confidentiality
Each of us will keep the other's non-public business information confidential, use it only to perform or receive the services, and protect it with at least reasonable care. This does not apply to information that is public through no fault of the receiving party, was already known to it, or must be disclosed by law.
Unless you ask us not to, we may state that you are a client and describe the work in general terms. We will not publish your confidential information, data, or screenshots containing it without your permission.
8. Warranties and disclaimers
We warrant that our services will be performed with reasonable skill and care and in a professional manner, and that custom deliverables will substantially conform to the approved scope for 30 days after final delivery. If a deliverable does not, we will correct it at no charge, which is your exclusive remedy under this warranty.
Beyond that warranty, and to the fullest extent permitted by law, our services and deliverables are provided "as is". We do not warrant that software will be uninterrupted or error-free, and we disclaim all other warranties, express or implied, including merchantability and fitness for a particular purpose. We are not responsible for the availability, pricing, or behaviour of third-party services your software depends on.
9. Limitation of liability
Neither party is liable to the other for indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, or data, even if advised such damages were possible.
Our total aggregate liability arising out of or relating to an engagement is limited to the total fees you paid us for that engagement in the 12 months before the event giving rise to the claim.
Nothing in these terms limits liability that cannot be limited by law, including for fraud, wilful misconduct, or death or personal injury caused by negligence.
10. Indemnity
You will indemnify us against third-party claims arising from content, data, or materials you supplied to us, or from your use of a deliverable in a way the approved scope did not contemplate. We will indemnify you against third-party claims that a deliverable we created infringes their intellectual property rights, provided you notify us promptly and let us control the defence.
11. Term and termination
Subscriptions continue month to month until cancelled as described in the Refunds & Cancellation policy. Project engagements run until the final deliverable is accepted and paid for.
Either party may terminate an engagement for material breach if the breach is not cured within 15 days of written notice. On termination for any reason, you pay for work completed up to that date, and we hand over the deliverables, source code, documentation, and credentials for work you have paid for. Sections covering payment, intellectual property, confidentiality, disclaimers, liability, and indemnity survive termination.
12. Data protection
Where we handle personal data on your behalf, we do so on your instructions and as described in our Privacy Policy. You remain responsible for having a lawful basis to collect and process the personal data you ask us to handle.
13. General
Neither party may assign this agreement without the other's consent, except to a successor of substantially all of its business. If any provision is held unenforceable, the rest remains in effect. A failure to enforce a right is not a waiver of it. Neither party is liable for delays caused by events beyond its reasonable control. We are independent contractors; nothing here creates a partnership, employment, or agency relationship.
These terms are governed by the laws of the State of Idaho, United States, without regard to conflict of law rules, and the state and federal courts located in Idaho have exclusive jurisdiction over disputes arising under them.
We may update these terms from time to time. Material changes affecting an active engagement will be communicated to you by email before they take effect, and the "last updated" date above always reflects the current version.
14. Contact
Questions about these terms: spencerlabsco@gmail.com
Spencer Labs Ltd. Co.
128 S 1st W St, Paris, ID 83261