1. Interpretation
The definitions and rules of interpretation in these Conditions apply.
1.1 Definitions:
Acceptance: This occurs when the Site passes the Acceptance Tests.
Acceptance Tests: Tests conducted by Lumina Innovations to verify the Site’s compliance with the Specification.
Business Day: A day (not a Saturday, Sunday, or public holiday) when banks in London are operational.
Charges: Fees due from the Customer for the Services as per clause 10.
Commencement Date: Defined in clause 2.2.
Conditions: These terms, as modified occasionally under clause 16.5.
Contract: The agreement for Services provision between Lumina Innovations and the Customer, under these Conditions.
Control: Defined under section 1124 of the Corporation Tax Act 2010, including changes of control.
Customer: The entity acquiring Services from Lumina Innovations.
Customer Default: Described in clause 4.2.
Deliverables: Items listed in the Order and created by Lumina Innovations for the Customer.
Intellectual Property Rights: Includes all patents, copyrights, trademarks, and other intellectual property rights, whether registered or not, applicable globally.
Materials: Branding, style, and content provided by the Customer for integration into the Site as per the Specification.
Order: The formal request for Services by the Customer, detailed in the signed Specification. Server: A computer server managed by Lumina Innovations.
Services: Tasks and Deliverables provided by Lumina Innovations as specified in the Specification.
Site: The website developed according to the Specification.
Specification: Detailed description of Services provided by Lumina Innovations.
Supplier: Lumina Innovations, a company registered in England and Wales, company number 15854687.
Supplier Materials: Defined in clause 4.1(h).
Supplier’s Website: www.lumina-innovations.com
1.2 Interpretation:
(a) Legislative references are to the legislation as amended or re-enacted.
(b) Phrases following ‘including’, ‘include’, etc., are illustrative and not limiting.
(c) Written communication includes emails but not faxes.
2. Basis of contract
2.1 The Order is an offer to buy Services under these Conditions.
2.2 Acceptance of the Order happens when both parties sign the Specification, establishing the Commencement Date.
2.3 Descriptive materials from Lumina Innovations are for illustration only and not part of the Contract.
2.4 These Conditions prevail over any other terms proposed by the Customer.
2.5 Quotations from Lumina Innovations are valid for 14 days and are not binding offers.
3. Supply of Services
3.1 Services will be supplied per the Specification.
3.2 Performance dates in the Specification are estimates.
3.3 Lumina Innovations can modify the Specification to comply with law or without materially affecting service quality.
3.4 Services will be provided competently and with care.
3.5 The Site will be hosted from the designated Server.
3.6 The Site is warranted to function as per the Specification for 6 months post-Commencement Date.
4. Customer’s obligations
4.1 The Customer must provide accurate information and cooperate with Lumina Innovations in all service-related aspects.
4.2 The Customer’s failure to fulfil obligations can lead to suspension of Services without limiting other remedies of Lumina Innovations.
5. Development and acceptance of the Site
5.1 Acceptance Tests are conducted after the Site’s development.
5.2 Acceptance occurs when the Site passes these tests.
5.3 The Customer is responsible for charges related to additional services necessitated by their actions.
6. General information
6.1 Images and icons included in the Charges; additional items are charged separately.
6.2 Fonts and illustrations from specified providers are included; others are chargeable.
6.3 The Customer is entitled to three design concepts, with further modifications being chargeable.
7. Hosting
7.1 Despite a 99.9% uptime guarantee, downtime does not affect the due payment obligations.
7.2 Telephone Support services are available during normal UK business hours, 09.00 to 17.00 Monday to Friday, excluding bank holidays.
8. Logo Design
8.1 Includes three (3) sets of three logo designs and two rounds of amendments.
9. Amendments
9.1 Any out-of-scope changes may incur additional charges.
10. Charges and payment
10.1 Charges are outlined in the Specification and due as agreed. Failure to pay on time results in interest and possible suspension of Services.
10.2 Intellectual property rights primarily belong to Lumina Innovations unless specified otherwise.
11. Intellectual property rights
11.1 Lumina Innovations retains ownership of all intellectual property arising from the Services, with certain usage rights licensed to the Customer.
12. Data protection
12.1 Both parties will adhere to applicable data protection laws.
13. Limitation of liability
13.1 Liability is limited as specified, emphasizing the customer’s obligation to secure insurance for potential excess losses.
14. Termination
14.1 Either party may terminate the contract under specified conditions, including material breach and insolvency scenarios.
15. Consequences of termination
15.1 Upon termination, all financial obligations become immediately due, and materials must be returned or managed as specified.
16. General
16.1 Includes clauses on force majeure, confidentiality, the entire agreement, and governing law, all detailed to ensure clear, enforceable terms under English law.