These Terms and Conditions (“Terms”) govern the provision of professional services by LUMINITE LIMITED, trading as Luminite App Studio (“we”, “us”, or “our”), to business clients and partners (“Client”, “you”). They work alongside project-specific statements of work, proposals, or service orders (each an “SOW”). Together, the Terms and any applicable SOW form the “Agreement”.
1. Services
We deliver mobile app development, product design, API integration, cloud-based applications, app testing and QA, and related consultancy. Each SOW outlines scope, deliverables, responsibilities, and acceptance criteria. Services will be performed with reasonable skill, care, and diligence in accordance with industry standards.
2. Client responsibilities
The Client will:
- Provide timely access to relevant stakeholders, systems, and information required to execute cross-platform solutions and agile development methodologies.
- Designate a project contact empowered to approve decisions, manage feedback, and confirm acceptance of deliverables.
- Ensure that any materials supplied (such as brand identity design assets, datasets, or third-party licences) are owned or legally provided for use within the project.
- Comply with applicable laws and regulations, including data protection, export controls, and industry standards.
3. Fees and payment
Fees are detailed in the SOW. Unless otherwise stated:
- Invoices are issued monthly in arrears or on milestone completion and are payable within 21 days of the invoice date.
- Expenses such as travel, specialist tooling, or third-party licensing will be recharged at cost with prior approval.
- Late payments may incur interest at 4% above the Bank of England base rate until settled.
- All charges are exclusive of VAT, which will be added where applicable.
4. Change control
Alterations to scope, timelines, or deliverables (for example, adding progressive web apps, gaming apps development, or app migration services) must be agreed in writing via a change request. This may include adjustments to fees, schedules, or responsibilities.
5. Intellectual property
Unless otherwise agreed in an SOW:
- Each party retains ownership of its pre-existing materials.
- We retain ownership of methodologies, templates, source code frameworks, and tools developed independently of the project.
- Upon full payment, we grant the Client a perpetual, worldwide, non-exclusive licence to use deliverables created specifically for the project (such as custom app design assets, style guides, or mobile app architecture documentation) for internal business purposes.
6. Confidentiality
Each party agrees to keep confidential information disclosed under the Agreement secure and to use it solely for delivering or receiving the services. Confidential information excludes material that becomes public through no fault of the receiving party or is already lawfully known to the receiving party.
7. Data protection
Both parties will comply with applicable data protection laws, including UK GDPR. Where we process personal data on your behalf, a separate data processing addendum will apply, covering encryption and data protection controls and mobile app security audits as required.
8. Warranties and disclaimers
We warrant that services will be performed with reasonable skill and care. Except as expressly stated, all other warranties, conditions, or representations (express or implied) are excluded to the maximum extent permitted by law.
9. Liability
Nothing in the Agreement limits liability for death or personal injury caused by negligence, fraud, fraudulent misrepresentation, or any other liability that cannot be excluded by law. Subject to this, each party’s total liability arising under the Agreement is limited to the total fees paid or payable in the 12 months preceding the claim. We are not liable for indirect or consequential losses, loss of profits, business interruption, or loss of data where you have not implemented recommended backup procedures.
10. Term and termination
The Agreement commences on the effective date of the SOW and continues until services are completed, unless terminated earlier. Either party may terminate for material breach if not remedied within 30 days of written notice, or if the other party becomes insolvent. On termination, you will pay for services delivered up to the termination date.
11. Non-solicitation
You agree not to solicit or hire any of our employees or contractors directly involved in the project for a period of 12 months following project completion, except with our prior written consent.
12. Force majeure
Neither party is liable for delays or failures caused by events beyond reasonable control, including power failures, network outages, strikes, or government restrictions. The affected party will notify the other and resume performance as soon as feasible.
13. Governing law and jurisdiction
This Agreement is governed by the laws of England and Wales. The parties submit to the exclusive jurisdiction of the courts of England and Wales to resolve any disputes.
14. Notices
Formal notices should be sent to the registered office of each party or another address confirmed in writing. Notices may be delivered in person, by recorded post, or by email to the primary project contacts.
15. Miscellaneous
If any provision of the Agreement is found invalid or unenforceable, the remaining provisions remain in full force. Failure to enforce any right does not constitute a waiver. The Agreement constitutes the entire understanding between the parties regarding its subject matter.
Contact
Questions about these Terms can be sent to contact@luminite.space or by post to LUMINITE LIMITED, 2a Bellevue Road, London, N11 3ER, United Kingdom.