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Terms & Condition

1. Definitions The Company

Luminx Digital, herein referred to as “the Company” in this document.

The Customer: a party that enters into an agreement with Luminx Digital through a written agreement or contract. This definition applies even when fees are invoiced to a third party.

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2. Who We Are :

Luminx Digital Services Limited is trading as Luminx Digital. We will also be referred to as “the Company” throughout this document.

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3. Contract

The Conditions of the contract apply to any goods or services supplied by Luminx Digital. The Conditions apply to any Project Proposal drawn up for the Customer, where goods and services are provided. Any provision, stipulation, or condition of the goods or services provided by the Customer that conflicts with our Conditions will have no effect, and the Conditions of the Company will prevail.

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4. General

  • The Company bases timelines and costs on the Customer meeting deadlines and supplying information as requested. Luminx Digital bears no accountability for project delays should the Customer fail to meet approval, supply information, or adhere to deadlines.

  • In the event of project delays due to the Customer failing to meet deadlines, Luminx Digital reserves the right to invoice in part or full for any work completed. These interim invoices may fall outside of the agreed payment terms.

  • Any Customer feedback on projects must come from one Customer project lead for consolidation purposes. Feedback must be delivered in written form.

  • Third-party vendors may be used by Luminx Digital for timely, quality delivery of any works commissioned.

  • If additional services or changes to the original Contract occur, Luminx Digital will issue a Change Request. This will outline additional costs to match the change of scope outlined in the Customer’s proposal.

  • The design, management, and development of content are referred to as “project management,” and this does not include the creation of content.

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5. Charges, Estimates, and VAT

  • Charges, costs, and expenses invoiced by the Company will be agreed in writing when supplying goods and services to the Customer.

  • Estimates and quotes supplied by Luminx Digital are valid for 30 days. If the Customer would like to proceed, the Company will need written approval or a Purchase Order from the party responsible for payment within that 30-day period.

  • All estimates are based on Luminx Digital’s current production costs. These costs are subject to change to account for any differences in costs after being accepted by the Customer, unless such costs have been expressly agreed in writing.

  • Value Added Tax has not been added to any amounts within this agreement. The Customer hereby agrees to pay any Value Added Tax payable in addition to the amounts stated by the Company.

  • The Company may incur additional costs to effectively service the Contract on behalf of the Customer. These additional costs include but are not limited to artwork, photography, advertising, and research materials. These costs will be invoiced to the Customer monthly, in arrears, or they will be included in the quote for each project.

  • Luminx Digital will not enter into substantial financial commitments or advanced payments on behalf of the Customer. In the event that substantial advance payments are necessary, the Customer will pay the full amount of this commitment immediately to the Company.

  • Any out-of-pocket and third-party expenses incurred during the project will be invoiced separately. This may include but is not limited to travel and accommodation expenses, image use rights, or courier costs.

  • Estimates are based on the information outlined by the Customer. Additional information supplied by the Customer at a later date may result in additional costs.

  • Estimates are based on the specific use the commissioned work is intended for and do not cover any activity used to adapt the final output for another platform or language.

  • Costs stated in the Contract are in British Pounds Sterling (£). Unless explicitly agreed, all invoices must be paid in British Pounds Sterling before the invoice is due.

  • All estimate pricing is based on the “potential scope” of the project. This scope may need to be reconfirmed once tasks have been explored.

  • Unless agreed otherwise in writing, payment will be taken at four dates within the project duration. These payments will proceed any new phases of work.

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6. Preliminary Work

The Company will charge the Customer for any experimental work used in a commercial context unless explicitly agreed otherwise.

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7. Terms of Payment Luminx Digital reserves the right to:

  1. Charge the Customer for any expenses incurred by Luminx Digital. Such invoices will be due and payable immediately.

  2. Request that the Customer pay immediately for expenses or specific work carried out on the Customer’s behalf.

  3. Invoice the Customer for part costs if required after receiving the approval to proceed.

  4. Stop work until required payments are received: Receive payment of invoices within 15 days of the issue date unless otherwise agreed in writing. Invoice queries will only be accepted if sent to the Company within Luminx Digital days from the invoice date. The Company reserves the right to stop all work or take down any website within 48 hours’ notice in the event of late or missed payments. Late payments will incur an additional cost of 5% per month above the Bank of England’s base rate. Goods and services supplied to an agent of the Customer are chargeable to that agent as well as the Customer. Debts due to late or missed payments from a third party introduced by the Customer or agency will revert back to the agency or Customer.

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8. Authority & Proofs

Any approval, written or verbal provided by the Customer on designs, drafts, proofs, or estimates may be taken as authorization to proceed. At this point, Luminx Digital may enter into contracts with suppliers. Proofs for all work will be submitted for the Customer’s approval. Luminx Digital is not liable for any errors left uncorrected by the Customer in all proofs. Additional charges apply to additional proofs.

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9. In Scope

  • Proposals submitted by Luminx Digital cover two initial design concepts and up to three design review stages following this. Additional reviews will incur additional costs.

  • All estimates supplied to the Customer are based on the potential scope.

  • Additional requirements will be quoted separately. Unless explicitly specified, costs in each proposal exclude VAT.

  • Clear estimates on VAT will be outlined separately.

  • If the Company scopes out additional products or services that will improve the final product, this will be costed separately.

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10. Change in Scope Procedure

  • Any services or deliverables that fall outside the fixed scope of the final quotation will be considered a Change Request.

  • Any Change Requests will be subject to additional charges.

  • Change Requests will be detailed in writing and signed by both parties. This incremental scope will depend on the agreement between the Customer and Luminx Digital for additional work to the schedule, service, or deliverables.

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11. Property and Risk in Goods

  • Luminx Digital retains ownership of all materials and goods produced on behalf of the Customer until all goods and services have been paid in full.

  • On delivery, any risk in the goods or services will be passed to the Customer. Any goods or materials in transit to the Customer or in the possession of the Company will be at the Customer’s risk.

  • Luminx Digital will not be liable for loss or damage to any materials, and the onus is on the Customer to insure materials.

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12. Confidentiality

  • Unless already in the public domain, the Customer and Luminx Digital will not disclose any confidential information or use it for any purpose other than those in line with the Contract.

  • Confidential information for the Customer may include but is not limited to information and data relating to the Customer’s financial performance.

  • Confidential data for the Company may include but is not limited to fees and unused concepts. Unless expressly agreed otherwise, design work will be used in the Company’s portfolio.

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13. Non-Solicitation

  • The Customer will not directly or indirectly solicit the employment of any of Luminx Digital’s employees, contractors, or consultants without written approval from the Company for a period of one year after the closing of transactions between the Customer and the Company.

  • Breach or threat to this agreement will entitle Luminx Digital to immediate injunctive relief without the need to prove irreparable injury or special damages.

 

14. Copyright

  • The copyright and all other rights of all design, artwork, copy, and other work produced by Luminx Digital remain the exclusive property of the Company. All rights associated with any work produced by third parties will remain with the third party. The exception to this will only be with a written agreement between the Company and Customer, or the Company and any third party providing the Customer pays any fees involved.

  • Unless an individual agreement is confirmed in advance of this agreement, the Company will not need to assign the rights of any work.

 

15. Insurance

The Customer will be required to effect insurance to cover loss, damage, or expenses during the provision or non-provision of the Company’s goods or services.

 

16. Suspension & Termination

  • Luminx Digital can suspend any work outlined in the contract if the Customer is in breach of any of their obligations, or if:

  • The Customer is in arrears in payments to the Company.

  • The Customer is undergoing any legal process including bankruptcy, insolvency, or liquidation.

 

17. Waiver

If the Company waives any of these Conditions, it does not prevent future enforcement of Conditions in full.

 

18. Force Majeure

In the event of any delay or performance issues resulting from war, flood, storm, riot, fire, accident, civil commotion, acts of God, government action, power failure, equipment failure, lockout, strike, default, or failure from suppliers beyond the Company’s reasonable control, the Company will not be liable for any loss, damage, or expense suffered by the Customer.

 

19. Variation

  • These Conditions can only be modified, varied, or waived by writing by an authorized officer of the Company.

  • The Conditions override any conditions on the Customer’s order form or documents.

  • The Company may vary these Conditions as appropriate without giving written notice to the Customer.

 

20. Notice

If the Company is required to provide the Customer any notices, these will be in writing.

 

21. Governing Law

All parties in this agreement will submit to the non-exclusive jurisdiction of English Law and the Courts of England and Wales.

 

22. Naming

  • Luminx Digital will validate naming through domain name search.

  • The Customer is advised to perform a full, legal qualification from this point.

 

23. Digital

  • All website copy will be provided by the Customer unless specified in the Company’s proposal. Additional charges will apply to any copywriting beyond basic grammar and spelling and tone-of-voice edits.

  • The Customer will accept all responsibility for the uploading of content to any website unless clearly stated by the Company in writing.

  • Website hosting and ongoing digital charges will be charged separately unless explicitly detailed otherwise by the Company.

  • Ongoing content management systems costs are payable by the Customer unless specifically detailed in the proposal.

  • Web hosting quotes will only occur after finalizing the website content.

  • Any URL purchased by the Customer outside those clearly stated in the project proposal are payable by the Customer.

  • All stages of digital projects will be outlined by the Company with a delivery timeline.

  • Should the Customer fail to supply information on schedule, the project may be delayed or halted.

  • Luminx Digital will consider on-page SEO principles when designing a website, but the Company is not responsible for search engine ranking or website visitor traffic.

  • Requested changes to functionality requiring additional studio or development time after the review of proposed wireframes may be deemed out-of-scope by the Company.

  • All stages require consolidated feedback from a maximum of two named stakeholders. Any other feedback will be referred back to the Customer.

  • Tailored CMS guides are included in any web build cost. Once the build is delivered, the Customer is responsible for any content input.

  • Sign-off is defined by the “go-live date,” and from this date, the Customer has 30 days to feedback on the site’s performance.

  • Fresh quotes will apply to any amendments to the web build after the “go-live date”.

  • Luminx Digital accepts no responsibility for any future work to a website by any third party.

  • Luminx Digital will invoice separately for extension, external and internal API, and code mining.

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24. Content

  • The Customer will send, where possible, all information and branding assets before the project commences. This includes research, evidence, photography, videos, logos, typography, color palettes, image styles, layout guidelines, and brand language or tone of voice guidelines.

  • The Customer must supply all design files in Illustrator format.

  • All copy must be supplied by the Customer unless explicitly detailed in writing. Additional charges will apply to any copywriting beyond basic grammar, spelling, and tone-of-voice edits.

  • Population of templates and brand items will be deemed out-of-scope unless detailed in writing. If the Customer fails to supply content required at any point, this may delay the project and incur additional charges.

  • Print collateral and media buying spend is not included in the proposal unless specifically expressed in writing.

 

25. Billing

  • All billing schedules will be detailed in your project proposal.

  • If more than one element is completed in the same month, they will be invoiced together.

  • External costs will be invoiced as they occur, including photography, hosting, or advertising.

 

26. Deliverables

All deliverables specific to your project will be clearly outlined in your project proposal.

 

Changes to these terms

Please check this webpage for any changes to these terms. Luminx Digital may amend details to the terms at any time, and changes will be published here.

 

By continuing to use our services, these changes are binding to you, the Customer.

 

Any Questions?

If you have any queries on our Terms and Conditions or any other aspect of our business, please contact us at info@luminxdigital.co.uk.

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Last updated: 18 January, 2024

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