Website terms and conditions
Welcome to our website. If you continue to browse and use this website, you are agreeing to comply with and be bound by the following terms and conditions of use, which together with our privacy policy govern Lightflows Limited’s relationship with you in relation to this website.
If you disagree with any part of these terms and conditions, please do not use our website.
The term ‘Lightflows Limited’ or ‘us’ or ‘we’ refers to the owner of the website, whose registered office is The Surrey Technology Centre, 40 Occam Road, Guildford, Surrey. Our company registration number is 06746184. The term ‘you’ refers to the user or viewer of our website.
The use of this website is subject to the following terms of use:
The content of the pages of this website is for your general information and use only. It is subject to change without notice.
Neither we nor any third parties provide any warranty or guarantee as to the accuracy, timeliness, performance, completeness or suitability of the information and materials found or offered on this website for any particular purpose. You acknowledge that such information and materials may contain inaccuracies or errors and we expressly exclude liability for any such inaccuracies or errors to the fullest extent permitted by law.
Your use of any information or materials on this website is entirely at your own risk, for which we shall not be liable. It shall be your own responsibility to ensure that any products, services or information available through this website meet your specific requirements.
This website contains material which is owned by or licensed to us. This material includes, but is not limited to, the design, layout, look, appearance and graphics. Reproduction is prohibited other than in accordance with the copyright notice, which forms part of these terms and conditions.
All trademarks reproduced in this website, which are not the property of, or licensed to the operator, are acknowledged on the website.
Unauthorised use of this website may give rise to a claim for damages and/or be a criminal offence.
From time to time, this website may also include links to other websites. These links are provided for your convenience to provide further information. They do not signify that we endorse the website(s). We have no responsibility for the content of the linked website(s).
Your use of this website and any dispute arising out of such use of the website is subject to the laws of England, Northern Ireland, Scotland and Wales.
Lightflows Terms and Conditions
- DEFINITIONS
Acceptance: the acceptance by Client of a Deliverable;
Client Materials: the materials provided to Lightflows by (or on behalf of) Client from time to time hereunder;
Confidential Information: all information whether technical or commercial (including the business affairs, products, developments, trade secrets specifications, drawings, designs, disclosed in writing, on disc, orally or by inspection of documents or pursuant to discussions between the parties), where the information is identified (or reasonably identifiable) as confidential at the time of disclosure;
Defect: a substantial defect in the Software which materially impairs the functionality of the Software and materially affects its capability to perform in accordance with the Specification;
Deliverables: the materials listed in the applicable Statement of Work;
Developer Tools: content and materials (including any software) owned and/or controlled by Lightflows prior to the date of this Agreement, which for the avoidance of doubt shall include all Intellectual Property Rights therein;
Intellectual Property Rights: all intellectual property rights wherever in the world arising, whether registered or unregistered (and including any application), including copyright, confidential information, trade secrets, trademarks, design rights, database rights and all other similar rights;
Project: the provision by Lightflows of the Services for a particular purpose as detailed in the applicable Statement of Work;
Services: the services to be provided by Lightflows pursuant to this Agreement;
Software: the software for Client’s website and/or app as described in the applicable Statement of Work;
Specification: the functional and technical specification for the Software as agreed from time to time;
Statement of Work: the applicable Statement of Work, completed and signed by the parties, for each Project;
Terms and Conditions: the terms and conditions set out below;
Third Party Materials: any content or software not created or owned by Client or Lightflows;
Timetable: the timetable for provision of the Services listed in the Statement of Work.
- LIGHTFLOWS OBLIGATIONS
In consideration of the Fees, Lightflows agrees to provide the Services as detailed in the applicable Statement of Work and in accordance with these Terms and Conditions.
- CLIENT OBLIGATIONS
3.1 Client acknowledges that Lightflows’ ability to provide the Services is dependent upon the full and timely cooperation of Client (which Client agrees to provide) as well as the accuracy and completeness of the design specifications and other information and data Client provides to Lightflows. Accordingly, Client shall:
3.1.1 pay the Fees promptly when due in accordance with the Applicable Statement of Work;
3.1.2. Client will notify Lightflows of any changes to services in writing, giving 30 days’ notice. During the notice period, fees shall be charged at the rate before the notice.
3.1.3 promptly deliver to Lightflows all required drafts, concepts, text, graphics, logos, photographs, images, moving images, sound, illustrations and other materials for use in accordance with this Agreement in the agreed format and ensure that it is correct and up to date; and
3.1.4 where any materials are supplied by Client or a third party for the purposes of a Project, timely deliver (or procure the timely delivery of) such materials to Lightflows (and where Client fails to provide, or is delayed in providing any such materials, the Timetable shall be suspended or adjusted accordingly).
- TESTING AND ACCEPTANCE OF SOFTWARE
4.1 Following (each) delivery of Software, Lightflows shall provide Client with a test version or temporary URL where the Software can be viewed and tested. If in the course of acceptance testing the Software fails to substantially comply with the Specification, Client shall promptly advise Lightflows in writing detailing all present Defects. On receipt of notice, Lightflows shall investigate and make appropriate changes or corrections necessary to correct existing Defects. Following such changes Client shall re-test the Software and, if no Defects are detected, Client shall confirm Acceptance. If further Defects are detected, another round of correction and subsequent re-test shall be conducted (each such round of correction and testing being known as an “Iteration”) until such time as the Defects are remedied and upon which Client shall confirm Acceptance. For the avoidance of doubt, Lightflows shall have no obligation to make any changes or corrections where this would result in the Software operating in a manner not required under the Specification.
4.2 If any failure to pass an acceptance test results from a Defect which is caused by an act or omission of Client or by one of Client’s sub-contractors or agents for which Lightflows has no responsibility or by any Third Party Materials, Acceptance of the Software shall be deemed to have taken place notwithstanding such non-Lightflows Defect(s). If so requested, Client shall pay Lightflows in full for all such additional services and products at Lightflows’ then-current fees and prices. If a delay in achieving an Acceptance is due to any cause beyond the reasonable control of Lightflows, the relevant agreed date for delivery shall be deferred.
4.2.1 Acceptance shall be deemed to have taken place upon any of the following events:
4.2.2 Client uses any part of the Software “live” (e.g. for any revenue-earning or other non-testing purposes); or
4.2.3 Client delays the start of relevant acceptance tests or any retest for a period of five (5) days from the date when Lightflows is ready to commence tests or retests; or
4.2.4 Client unreasonably delays confirming an Acceptance for more than three (3) business days.
- STATEMENTS OF WORK
5.1 The parties acknowledge and agree that an agreed Statement of Work may not fully specify the Deliverables and Specification at the date of such Statement of Work. The parties will work together to further develop the requirements during the provision of the Services during the Term. Client agrees to collaborate and provide clear feedback at all times in relation to further scoping the Deliverables and the Specification. All requirements will be based on the discussions, pitch materials and other instructions received from Client from time to time, which will assist in defining the requirements and limitations of the Deliverables. The parties acknowledge and agree that some aspects of the Deliverables and Specification will develop during the project, however, any requirements that Lightflows reasonably believes are outside of scope, will be dealt with as a change under Clauses 5.2 and 5.3 below.
5.2 Any request for changes or alterations to a particular Statement of Work must be in writing and shall be subject to each party’s approval in writing.
5.3 Client may request in writing that Lightflows cancel or amend any plans, schedules or work in progress in relation to the Services and Lightflows will use reasonable endeavours to comply with any such request or, where appropriate, use reasonable endeavours to agree changes to the Specification, Deliverables, pricing, timetable and any other relevant terms. For the avoidance of doubt, in the event of any resulting amendment the Fees payable by Client may be increased as reasonably commensurate with such changes to the Services, provided that in no event shall the Fees be reduced below the agreed minimum amount (if any) and provided that in any event Client shall reimburse Lightflows for all charges and/or expenses incurred by Lightflows and/or to which Lightflows is or was committed in relation to the Services at the time of amendment (or cancellation or termination) of this Agreement, including any charges imposed on Lightflows by third parties arising therefrom.
- PROJECT MANAGEMENT
6.1 Client shall nominate and notify to Lightflows a named individual who shall be available to respond to Lightflows’ enquiries and who shall manage the receipt of the Services. Such individual shall act promptly and fairly at all times and in particular shall remain reasonably available and contactable at all time as reasonably required for the requirements of the project.
6.2 Client acknowledges and agrees that Lightflows’ business hours are 9:30am to 6:30pm on any working day other than a Saturday, a Sunday or public or bank holiday in England, and Lighflows will not normally perform services or respond to communications outside of these hours (unless by prior written agreement of the parties).
- FEES AND PAYMENT
7.1 In consideration of the Services, Client shall pay to Lightflows the Fees (excluding any and all applicable VAT and similar taxes, transfer charges and/or approved expenses), according to the terms of payment as listed in the applicable Statement of Work and Lightflows’ invoices.
7.2 Client shall pay the sums set out in Lightflows’ invoices in each case within fourteen (14) days of the date of the relevant invoice.
7.3 All sums due hereunder shall be paid in full without any right of set-off or deduction, are exclusive of VAT and shall be paid in pounds Sterling, unless otherwise agreed in writing.
7.4 If Client fails to pay any amount payable by it under this Agreement, Lightflows shall be entitled to charge interest on the overdue amount, payable forthwith on demand from the due date up to the date of actual payment, after as well as before judgment, at the rate of 8% per annum above the base rate for the time being of Barclays Bank plc. Such interest shall accrue on a daily basis and be compounded quarterly.
- INTELLECTUAL PROPERTY RIGHTS
8.1 Save for Developer Tools and/or any Third Party Software (and subject always to full payment of all sums payable under the relevant Statement of Work), all Intellectual Property Rights in the Software and other Deliverables developed by Lightflows hereunder shall be assigned to, and shall be the property of, Client.
8.2 Any Third Party Software used within Deliverables (including Open Source materials) will be supplied in accordance with the relevant licensor’s standard terms. Upon Acceptance and subject to compliance by Client with the terms herein, Lightflows shall grant to Client a non-exclusive, non-transferable sub-licence to use all Developers Tools incorporated within the Deliverables for the purposes of use of the Software in accordance with the terms herein and subject always to the terms of the licence granted to Client for the same as detailed in the applicable Statement of Work.
- WARRANTIES AND INDEMNITIES
9.1 Each party warrants that it has full power and authority to enter into and perform this Agreement.
9.2 Lightflows warrants:
9.2.1 that it shall perform the Services with reasonable care and skill in accordance with standards generally observed in the industry for similar services;
9.2.2 use of the Software by Client as set out herein will not infringe the intellectual property rights of any third party; and,
9.2.3 the Software will perform in accordance with the Specification for a period of sixty days (60) days from Acceptance (and if the Software does not so perform, than, absent fault of Client, Lightflows shall take action to ensure that the Software complies with the Specification and/or provide a reasonably-suitable replacement).
9.3 The warranties above shall not apply to the extent that any failure of the Deliverables to perform substantially in accordance with the Specification is caused by any Client Materials or any negligent act or omission of Client or a third party.
9.4 Lightflows shall indemnify Client against all damages, losses and expenses arising as a result of any action or claim that use by Client of the Software in accordance with the terms herein infringes any Intellectual Property Rights of a third party.
9.5 Client shall indemnify Lightflows against all damages, losses and expenses arising as a result of any action or claim that any use by Lightflows of Client Materials infringes any Intellectual Property Rights of a third party.
9.6 The indemnities hereunder shall be subject always to the following provisos:
9.6.1 the indemnified party promptly notifies the indemnifier in writing of the claim;
9.6.2 the indemnified party makes no admissions or settlements without the indemnifier’s prior written consent;
9.6.3 the indemnified party gives the indemnifier all information and assistance as the indemnifier may reasonably require; and
9.6.4 the indemnified party allows the indemnifier complete control over the litigation and settlement of any action or claim.
9.7 Client acknowledges and agrees that use of Deliverables in certain territories may be subject to applicable local law, regulation, industry guidelines or other requirements (including without limitation FCC Guidelines for use of advertising content in the US) and that, unless specifically requested in writing and agreed by the parties, Lightflows shall provide no legal information, guidance or advice in relation to any such requirements or restrictions.
- LIMITATION OF LIABILITY
10.1 Nothing in this Agreement shall operate to exclude or limit either party’s liability for death or personal injury caused by its negligence or any other liability which cannot be excluded or limited under applicable law.
10.2 Lightflows shall not be liable to Client for any damage to or loss of software, content or data, loss of profit, anticipated profits, revenues, anticipated savings, goodwill or business opportunity, or for any indirect or consequential loss or damage.
10.3 Subject to Clause 10.1, Lightflows’ aggregate liability in respect of claims based on events arising out of or in connection with this Agreement or any collateral contract, whether in contract or tort (including negligence) or otherwise, shall in no circumstances exceed the total sums actually received by Lightflows hereunder.
10.4 This Agreement sets out the full extent of Lightflows’ obligations and liabilities in respect of the supply of the Services. All conditions, warranties or other terms concerning the Services which might otherwise be implied into this Agreement or any collateral contract (whether by statute or otherwise) are hereby expressly excluded.
- TERM AND TERMINATION
11.1 This Agreement shall commence on signature and shall (subject to earlier termination pursuant to this Clause 11) terminate on the later of Acceptance and payment of all outstanding Fees and costs.
11.2 Either party may terminate this Agreement immediately at any time by written notice to the other party if:
11.2.1 that other party commits any material breach of its obligations under this Agreement which (if remediable) is not remedied within 30 (thirty) days after the service of written notice specifying the breach and requiring it to be remedied; or
11.2.2 that other party ceases to trade (either in whole, or as to any part or division involved in the performance of this Agreement) or becomes insolvent or unable to pay its debts within the meaning of the insolvency legislation applicable to that party; or a person (including the holder of a charge or other security interest) is appointed to manage or take control of the whole or part of the business or assets of that party; or the ability of that party’s creditors to take any action to enforce their debt is suspended, restricted or prevented or some or all of that party’s creditors accept, by Agreement or pursuant to a court order, an amount of less than the sums owing to them in satisfaction of those sums; or any process is instituted which could lead to that party being dissolved and its assets being distributed to its creditors, shareholders or other contributors (other than for the purposes of solvent amalgamation or reconstruction).
11.3 On early termination of this Agreement pursuant to Clause 11.2, each party shall promptly return all proprietary material and Confidential Information provided to it hereunder.
- DATA PROTECTION, CONFIDENTIALITY AND REGULATORY COMPLIANCE
12.1 Each party shall comply with all applicable data protection, privacy or similar laws or regulations including without limitation the General Data Protection Regulations 2018 (“Data Protection Laws”) and shall render such assistance and co-operation as is reasonably necessary or reasonably requested by the other party.
12.2 Each party shall not disclose the other party’s Confidential Information to any third party, and shall protect the Confidential Information of the other party against unauthorised disclosure by using the same degree of care as it takes to preserve and safeguard its own confidential information of a similar nature, being at least a reasonable degree of care.
12.3 Confidential Information may be disclosed by the receiving party to its employees, affiliates and professional advisers, provided the recipient is bound to maintain the confidentiality of the Confidential Information received.
12.4 The obligations set out in this Clause 12 shall not apply to Confidential Information which the receiving party can demonstrate: (i) is or has become publicly known other than through breach of this Agreement; (ii) was in possession of the receiving party prior to disclosure by the other party; (iii) was received by the receiving party from an independent third party who has full right of disclosure; (iv) was independently developed by the receiving party; or (v) was required to be disclosed by governmental authority, provided that the party subject to such requirement to disclose gives the other prompt written notice of the requirement.
12.5 Client acknowledges that Lightflows shall not at any time give advice or direction in relation to any regulatory or legal matters, or security requirements or best practice, including in relation to Data Protection, privacy, contract terms or payment processing requirements and/or PCI compliance. Client confirms and agrees that it shall take its own advice and be solely responsible (to the exclusion of Lightflows) in relation to all such matters (including without limitation the vetting or selection of and third parties or Third Party Software and the integration of the Deliverables with the same).
- GENERAL
13.1 For the purposes of this Agreement, “Force Majeure Event” shall mean any event arising which is beyond the reasonable control of the affected party (including any industrial dispute affecting any third party, governmental regulations, fire, flood, disaster, civil riot or war). A party who becomes aware of a Force Majeure Event which gives rise to or which is likely to give rise to any failure or delay in performing its obligations under this Agreement shall forthwith notify the other and shall inform the other of the period for which it is estimated that such failure or delay shall continue. Each affected party shall take reasonable steps to mitigate the effect of the Force Majeure Event.
13.2 Client may not assign or transfer any of its rights or obligations under this Agreement without the prior written consent of Lightflows.
13.3 This Agreement is made for the benefit of the parties to it and is not intended to benefit, or be enforceable by, any third party.
13.4 This Agreement constitutes the entire agreement between the parties and shall supersede all promises, representations, warranties or other statements (whether written or oral) given by one party to the other concerning such subject matter, provided that nothing in this clause shall operate to exclude either party’s liability for any fraudulent misstatement or fraudulent concealment.
13.5 The failure or neglect by either party to enforce at any time, or for any period, any of the terms and/or conditions of this Agreement shall not be construed nor shall be deemed to be a waiver of them or of the right at any time subsequently to enforce all such terms and/or conditions of this Agreement.
13.6 If any court of competent jurisdiction holds any provision of this Agreement invalid, illegal or unenforceable for any reason, such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect so as to leave the validity of the other provisions of this Agreement intact.
13.7 Client shall not, without the prior written consent of Lightflows, at any time during Term and for twelve months thereafter, solicit or entice away from Lightflows or employ or attempt to employ or engage any person who is, or has been, engaged as an employee, consultant or subcontractor of Lightflows in the provision of the Services.
13.8 This Agreement may not be modified or amended except in writing by a duly authorised representative of each party.
13.9 Nothing in this Agreement shall constitute, or be deemed to constitute a relationship of partnership or profit sharing in the nature of a partnership between the parties nor, except as expressly provided, shall either party be deemed to be the agent of the other.
13.10 In the case of any conflict or inconsistency between the Statement of Work and these Terms and Conditions, these Terms and Conditions shall prevail.
13.11 The parties hereby agree that this Agreement shall be construed in accordance with English Law and the parties hereby submit to the exclusive jurisdiction of the English Courts.
13.12 Any notice or other communication given under this Agreement must be in writing and served on a party by first class mail or recorded delivery post to the contact details at the start of this Agreement or as otherwise notified in writing. Notices or communications sent by first class or recorded delivery post will be deemed to be served three (3) business days following the day of posting.