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LUMINOUS IT HUB

Terms & Condition

Terms & Conditions – Luminous IT Hub

Software Development and Consulting Services Agreement

This Agreement outlines the terms and conditions between Luminous IT Hub (“Consultant”) and the client (“Customer”) for the provision of professional services (“Services”) and deliverables (“Deliverables”) related to software development, web development, mobile app development, and consulting.

This Agreement, along with any Statement of Work (“SOW”), project proposal, project outline, purchase order, or similar document mutually agreed upon by the parties, governs the terms of their collaboration.

1. Payments

  • Pricing: The cost of each product or service will be specified in the applicable quotation, proposal, or purchase order mutually agreed upon by both parties.

  • Invoicing and Delivery: All products and services shall be delivered and invoiced to the Customer or its designated representative as specified in the applicable agreement.

  • Payment Terms: The Customer agrees to pay the amount and according to the payment schedule specified in the applicable quotation or agreement. Any advance payment requirements shall be communicated before the commencement of services.

2. Approval Process

  • Acceptance Period: The Customer has seven (7) days from receipt of the Services or Deliverables (“Acceptance Period”) to review and test them against the agreed-upon criteria outlined in the SOW (“Acceptance Criteria”).

  • Reporting Issues: If the Customer identifies any non-conformance with the Acceptance Criteria, the Customer must notify the Consultant in writing within the Acceptance Period.

  • Deemed Acceptance: If the Customer does not report any non-conformance within the Acceptance Period, the Services or Deliverables will be deemed accepted.

3. Confidentiality

Definition of Confidential Information

Confidential Information includes any non-public information disclosed by one party to the other, in any form, including but not limited to:

  • Business plans, financial information, and marketing strategies.

  • Source code, software, technical data, and project specifications.

  • Customer details, designs, drawings, analyses, and documentation.

  • Information regarding personnel, affiliates, or business operations.

This also includes information disclosed by third parties at the direction of a disclosing party and identified as confidential within fifteen (15) days of disclosure.

Exclusions

Confidential Information does not include information that:

  1. Is or becomes publicly available without a breach of this Agreement.

  2. Is received from a third party without violating any confidentiality obligation.

  3. Was already in the possession of the receiving party without confidentiality restrictions before disclosure.

  4. Is authorized for disclosure by the disclosing party in writing.

  5. Is independently developed by the receiving party without using the disclosing party’s Confidential Information.

  6. Must be disclosed pursuant to legal requirements, provided the receiving party gives prompt written notice where legally permitted.

Use of Confidential Information

Each party agrees to use Confidential Information solely for the purpose of conducting business under this Agreement and not for any other purpose unless agreed upon in writing.

4. Intellectual Property Rights

Ownership of Deliverables

The Customer shall own all rights, title, and interest in and to the Deliverables created specifically for the Customer upon full payment of all applicable fees, subject to the terms of this Agreement.

Consultant’s Pre-existing Intellectual Property

If the Deliverables include any of the Consultant’s pre-existing intellectual property (“Consultant Pre-existing IP”) necessary for their functionality, the Consultant grants the Customer a perpetual, non-exclusive, worldwide, royalty-free license to use such Consultant Pre-existing IP solely in conjunction with the Deliverables, unless otherwise agreed in writing.

Third-Party Materials

Any third-party software, libraries, plugins, fonts, or other materials included in the Deliverables remain subject to their respective licenses and terms.

5. Warranties

Disclaimer

Except as expressly stated in this Agreement, the Services and Deliverables are provided subject to the warranties and conditions agreed upon by the parties.

To the extent permitted by applicable law, any implied warranties, including merchantability, non-infringement, title, and fitness for a particular purpose, are excluded.

6. Limitation of Liability

Cap on Liability

To the extent permitted by applicable law, the total liability of either party under this Agreement, whether in contract, tort (including negligence), or otherwise, shall not exceed the fees paid or payable to the Consultant under the applicable Agreement.

Exclusion of Certain Damages

Neither party shall be liable for indirect, special, consequential, or incidental damages, or loss of revenue or business profits, to the extent permitted by applicable law.

Essential Purpose

The limitations of liability shall apply to the extent permitted by applicable law, notwithstanding the failure of the essential purpose of any limited remedy provided herein.

7. Termination

Termination for Convenience

Either party may terminate this Agreement upon sixty (60) days’ written notice to the other party, subject to any project-specific terms agreed upon in writing.

Termination for Cause

Either party may terminate this Agreement if the other party breaches any material term of this Agreement and fails to cure such breach within thirty (30) days of receiving written notice.

Compensation upon Termination

In the event of termination, the Consultant shall be compensated for all Services performed and approved expenses incurred up to the effective date of termination, in accordance with the applicable agreement.

8. Non-Hire and Non-Solicitation

Restriction Period

During the term of this Agreement and for one (1) year thereafter, neither party shall directly or indirectly recruit, solicit, or induce any personnel, consultant, or advisor of the other party to terminate their relationship without prior written consent.

9. Contact Us

If you have any questions regarding these Terms & Conditions, please contact us:

Luminous IT Hub

Email: luminousithub@gmail.com Phone: +91 81559 57718 Address: Luminous IT HUB, Near Barsana Apartment, Laxminagar, Nana Mava Main Road, Rajkot – 360004, Gujarat, India.