Terms & Conditions

Definitions

Term	Meaning
"Lumicore"	Lumicore Ltd, a company registered in England & Wales, with its registered office at Hatton Garden, London EC1N 8DX.
"Client"	Any individual, sole trader, partnership, limited company, or other legal entity that instructs Lumicore to provide services.
"Services"	Any work performed by Lumicore including, but not limited to, IT staffing and recruitment, web design and development, custom software development, and digital marketing (including Google Ads, Meta Ads, and SEO).
"Project"	A specific, agreed scope of work as set out in a written Proposal, Statement of Work, or email confirmation.
"Proposal"	A written quotation, statement of work, or engagement letter issued by Lumicore to the Client.
"Deliverables"	Any output created by Lumicore in connection with a Project, including designs, code, reports, campaigns, or other materials.
"Deposit"	An upfront, non-refundable payment required to commence a Project, as specified in the Proposal.
"Retainer"	A recurring monthly payment for ongoing services as agreed in writing.
"Placement Fee"	The fee charged by Lumicore for successfully placing a Candidate with the Client.
"Candidate"	Any individual introduced by Lumicore to the Client for employment, contract, or freelance engagement.
"Agreement"	These Terms and Conditions, together with any Proposal or Statement of Work, which together form the entire agreement between the parties.

About Lumicore Ltd

Lumicore Ltd is a private limited company registered in England and Wales. We provide IT staffing, web design, custom software development, and digital marketing services to businesses in the United Kingdom and internationally.

Correspondence address: Hatton Garden, London, EC1N 8DX, United Kingdom.
Email: info@lumicoreltd.com
WhatsApp: +44 7402 179730

Scope of Services

Lumicore will provide the Services as described in the agreed Proposal or Statement of Work. Any services, features, pages, integrations, or functionality not explicitly stated in the Proposal are expressly excluded and will be quoted separately.

Lumicore reserves the right to decline any project or instruction at its sole discretion without being required to provide reasons.

Quotations & Project Commencement

All Proposals issued by Lumicore are valid for 30 calendar days from the date of issue, unless stated otherwise. Lumicore reserves the right to revise or withdraw a Proposal at any time prior to the Client's written acceptance.

A Project is deemed to have commenced upon the earliest of:

• Receipt of the Deposit payment by Lumicore;
• Written confirmation by the Client (including email) that they wish to proceed; or
• Lumicore commencing work at the Client's verbal or written request.

By instructing Lumicore to commence work, the Client confirms they have read, understood, and agreed to these Terms and Conditions in their entirety.

Payment Terms

5.1 General Payment Conditions

All prices are quoted exclusive of VAT unless explicitly stated otherwise. VAT will be added at the prevailing rate where applicable. Prices are in Pounds Sterling (GBP) unless an alternative currency is agreed in writing.

5.2 Deposit Requirement

All Projects require a non-refundable Deposit prior to commencement. The Deposit amount will be specified in the Proposal and is typically between 40% and 60% of the total Project value. Work will not commence until the Deposit has cleared in Lumicore's bank account.

5.3 Milestone Payments

Where a Project is structured in milestones, each milestone payment is due upon the completion and delivery of that milestone stage to the Client for review. The Client has 5 business days to raise written objections to a milestone delivery. Failure to respond within this period shall be deemed acceptance of that milestone.

5.4 Final Payment

The final balance is due prior to the launch, delivery, or handover of any Deliverable, including website go-live, source code transfer, or final campaign activation. Lumicore reserves the right to withhold final delivery until full payment has cleared.

5.5 Retainer Payments

Monthly retainer fees are invoiced in advance on the first working day of each calendar month. Payment is due within 7 calendar days of invoice date. Failure to pay a retainer on time entitles Lumicore to suspend all ongoing services, including pausing paid advertising campaigns, without liability for any resulting loss.

5.6 Late Payment

Invoices not paid by their due date will accrue interest at 8% per annum above the Bank of England base rate, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. Lumicore reserves the right to recover reasonable debt recovery costs.

5.7 Invoices

All invoices are issued via email to the contact address provided by the Client. The Client is responsible for ensuring their contact details are kept up to date. Non-receipt of an invoice does not constitute grounds for non-payment or delay.

Chargebacks & Payment Disputes

6.1 Dispute Resolution Before Chargeback

The Client agrees that, before initiating any chargeback, reversal, or bank dispute, they must first contact Lumicore in writing to outline their complaint. Lumicore will respond within 5 business days with a proposed resolution. A chargeback initiated without first following this process constitutes a breach of this Agreement.

6.2 Evidence Retention

Lumicore retains the following as evidence in the event of any payment dispute:

• All signed proposals, statements of work, and engagement letters;
• All written communications (email, WhatsApp, SMS, and other messaging platforms);
• Timestamped delivery records, screen recordings, and screenshots of completed Deliverables;
• IP address logs and access records where applicable;
• Bank transfer records and payment confirmations;
• Proof of Client's written instruction to commence work.

6.3 Fraudulent Chargebacks

A chargeback raised where services have been delivered in accordance with the agreed Proposal constitutes an act of fraud. Lumicore reserves the right to:

• Pursue recovery of all amounts through civil legal proceedings;
• Report the matter to Action Fraud (the UK's national fraud reporting centre);
• Recover all legal costs and associated fees from the Client;
• Immediately suspend and permanently terminate all services to the Client;
• Reclaim ownership of any Deliverables provided, including websites, software, and materials, until payment is received in full.

6.4 Services Rendered

For the avoidance of doubt, where Lumicore has commenced work on a Project, even if the Project has not yet reached completion, the Client acknowledges that valuable services have been rendered and payment for those services is due proportionally. Commencement of work constitutes delivery of services for the purposes of any payment dispute.

6.5 Suspension of Deliverables on Dispute

In the event of any disputed payment, Lumicore reserves the right to immediately suspend access to, or take offline, any website, software application, or marketing campaign managed by Lumicore, pending resolution. Lumicore accepts no liability for any business losses arising from such suspension.

Cancellation & Refunds

7.1 Cancellation by the Client

The Client may cancel a Project at any time by giving written notice to Lumicore. Upon cancellation:

• The non-refundable Deposit is forfeited in full;
• Any work completed beyond the Deposit stage is invoiced at Lumicore's standard day rate, and this invoice must be paid within 14 days;
• Any third-party costs already incurred by Lumicore on the Client's behalf (e.g. domain registrations, stock imagery, software licences, advertising spend) are payable in full by the Client.

7.2 No Refund Once Delivery Has Occurred

No refund will be issued once any Deliverable has been provided to the Client, including but not limited to: initial design concepts, wireframes, code, campaign setup, keyword research, or any other tangible output. Receipt of any Deliverable by the Client constitutes acceptance that work has been performed.

7.3 Cancellation of Retainer Services

Either party may cancel a monthly retainer by providing 30 calendar days' written notice. The Client remains liable for all retainer fees that fall due during the notice period. Lumicore will not refund any prepaid retainer amounts for services already in progress or planned during the notice period.

7.4 Cancellation by Lumicore

Lumicore reserves the right to cancel a Project or retainer at its discretion, providing the Client with 14 days' written notice. In such circumstances, Lumicore will refund a pro-rata portion of any prepaid fees for work not yet commenced.

7.5 Consumer Cancellation Rights

Where a Client is a consumer (i.e. an individual acting outside their trade, business, or profession) and contracts are formed online or at a distance, statutory cancellation rights under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 may apply. However, the Client expressly acknowledges and agrees that by requesting Lumicore to commence work before the 14-day cooling-off period expires, they waive their right to cancellation once work has begun.

Client Obligations

The Client agrees to:

• Provide all required content, assets, credentials, access details, and approvals in a timely manner. Delays caused by the Client may result in project delays and additional charges;
• Designate a single point of contact with authority to approve work and make decisions on behalf of their organisation;
• Respond to requests for review, feedback, or approval within 5 business days. Failure to do so may result in the project being placed on hold and may incur restart fees;
• Ensure that all content, images, trademarks, and materials provided to Lumicore are owned by the Client or that the Client holds all necessary licences for their use. The Client indemnifies Lumicore against any claims arising from Client-supplied materials;
• Pay all invoices by their due dates as set out in Section 5;
• Not instruct a third party to replicate, reproduce, or build upon any Deliverables provided by Lumicore until full payment has been received.

Intellectual Property

9.1 Ownership Before Full Payment

All Deliverables, including designs, source code, written content, reports, and other materials created by Lumicore, remain the intellectual property of Lumicore Ltd until all outstanding invoices for the Project have been paid in full.

9.2 Licence Upon Full Payment

Upon receipt of full payment, Lumicore grants the Client a perpetual, non-exclusive, worldwide licence to use the Deliverables for their own business purposes. For bespoke software or custom code, an assignment of copyright may be agreed separately and in writing.

9.3 Lumicore's Portfolio Rights

Lumicore reserves the right to display any Deliverables as part of its portfolio and for promotional purposes, unless the Client requests confidentiality in writing prior to commencement.

9.4 Third-Party Components

Where Deliverables incorporate third-party frameworks, libraries, themes, plugins, stock imagery, or fonts, those components remain subject to their respective third-party licences. The Client is responsible for ensuring ongoing compliance with any such licences.

9.5 Reclamation on Non-Payment

If payment is not received by its due date, Lumicore reserves the right to take down, disable, or reclaim any Deliverable (including a live website or software application) until payment is received in full, without liability to the Client for any losses arising.

IT Staffing & Recruitment

10.1 Introduction Fee

Where Lumicore introduces a Candidate to the Client and the Client engages that Candidate (whether on a permanent, contract, fixed-term, or freelance basis), a Placement Fee becomes due and payable by the Client. The Placement Fee will be as specified in the applicable Proposal or rate card.

10.2 Engagement Through a Third Party

If the Client engages a Candidate introduced by Lumicore through a third party, subsidiary, affiliated company, or any other indirect route within 12 months of introduction, the full Placement Fee remains payable by the Client.

10.3 Re-Engagement

If the Client re-engages a Candidate previously introduced by Lumicore within 24 months of the end of the original engagement, a further Placement Fee becomes payable.

10.4 IR35 Compliance

For off-payroll workers (contractors), the Client (as the end client) is responsible for making an accurate Status Determination Statement (SDS) in accordance with the off-payroll working rules (IR35) under Chapter 10, Part 2 of ITEPA 2003. Lumicore acts as an intermediary only and is not responsible for the Client's IR35 determination. The Client indemnifies Lumicore against any HMRC penalties, liabilities, or claims arising from the Client's IR35 determinations.

10.5 Right to Work

Lumicore carries out right-to-work checks on all Candidates in accordance with the Immigration, Asylum and Nationality Act 2006. However, the Client remains responsible for conducting its own right-to-work checks prior to engagement. Lumicore accepts no liability for any penalties arising from the Client's failure to conduct such checks.

10.6 Guarantee Period

Where a Candidate leaves or is dismissed within the first 12 weeks of a permanent placement (for reasons unrelated to the Client's conduct), Lumicore will use reasonable endeavours to source a replacement Candidate at no additional Placement Fee charge, provided the original Placement Fee has been paid in full.

10.7 No Refund Outside Guarantee Period

After the guarantee period has expired, Placement Fees are non-refundable regardless of circumstances, including but not limited to the Candidate's performance, resignation, or termination.

Digital Marketing Services

11.1 No Guarantee of Results

Lumicore will apply professional skill and diligence to all digital marketing services. However, Lumicore makes no guarantee of specific rankings, traffic volumes, lead numbers, conversion rates, or return on ad spend (ROAS). Marketing performance is subject to factors outside Lumicore's control, including algorithm changes, market conditions, competitor activity, and platform policy updates.

11.2 Ad Spend

Any advertising budget (Google Ads, Meta Ads, or other paid media) is entirely separate from Lumicore's management fee. Ad spend is paid directly by the Client to the relevant advertising platform. Lumicore is not responsible for any ad spend charges, overages, or platform billing errors.

11.3 Platform Account Ownership

Where Lumicore creates advertising or analytics accounts on the Client's behalf, those accounts belong to the Client. Upon termination, Lumicore will facilitate the transfer of account access within 14 days of receiving the final payment.

11.4 Platform Policy Compliance

The Client is responsible for ensuring that their products, services, and content comply with the advertising policies of Google, Meta, and any other platforms used. Lumicore accepts no liability for ad account suspensions, disapprovals, or bans arising from Client content or business practices.

11.5 SEO

SEO results take time and depend on factors outside Lumicore's control. Lumicore does not guarantee any specific search engine ranking. The Client acknowledges that search engine algorithms change frequently and that any rankings achieved may fluctuate.

Confidentiality

Both parties agree to keep confidential all non-public information received from the other party in connection with any Project or engagement. Neither party will disclose such information to any third party without the prior written consent of the disclosing party, except:

• Where required by law, court order, or regulatory authority;
• To professional advisers bound by obligations of confidentiality; or
• Where the information is already in the public domain through no fault of the receiving party.

This confidentiality obligation survives the termination of this Agreement for a period of 3 years.

Data Protection & GDPR

Lumicore Ltd is committed to compliance with the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018. Lumicore's full Privacy Policy is available at lumicoreltd.com/privacy.

Where Lumicore processes personal data on behalf of the Client as a data processor, both parties agree to enter into a Data Processing Agreement (DPA) upon request. The Client, as the data controller, remains responsible for ensuring that all personal data provided to Lumicore has been collected lawfully and that data subjects have been informed of such processing.

Lumicore will implement appropriate technical and organisational measures to protect personal data against unauthorised access, loss, or destruction, in accordance with UK GDPR requirements.

Limitation of Liability

14.1 Cap on Liability

Lumicore's total aggregate liability to the Client under or in connection with this Agreement, whether arising in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total fees paid by the Client to Lumicore in the 12 months immediately preceding the event giving rise to the claim.

14.2 Excluded Losses

Lumicore shall not be liable, in any circumstances, for:

• Loss of profits, revenue, or anticipated savings;
• Loss of business, contracts, or opportunities;
• Loss of data or corruption of data;
• Loss of goodwill or reputation;
• Indirect, consequential, or special losses of any kind;
• Losses arising from third-party platform changes, algorithm updates, or advertising policy changes.

14.3 No Liability for Third-Party Services

Lumicore is not liable for the failure, downtime, errors, or policy changes of any third-party service, platform, or tool, including but not limited to hosting providers, domain registrars, Google, Meta, WordPress, or any other software or SaaS platform.

14.4 Statutory Rights

Nothing in this Agreement limits or excludes Lumicore's liability for death or personal injury caused by its negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be limited or excluded by English law.

Warranties & Disclaimers

Lumicore warrants that:

• It will provide Services with reasonable skill and care;
• It has the right to provide the Services and grant the licences set out in this Agreement.

Lumicore does not warrant that:

• Any website, application, or campaign will be error-free or uninterrupted;
• Any specific business outcome, including revenue, rankings, or lead volumes, will be achieved;
• Third-party software, frameworks, or platforms used in Deliverables will remain compatible or available indefinitely.

All other warranties, express or implied, are excluded to the fullest extent permitted by law.

Termination

16.1 Termination for Cause

Either party may terminate this Agreement immediately on written notice if the other party:

• Commits a material breach that is incapable of remedy;
• Commits a material breach that is not remedied within 14 days of written notice;
• Becomes insolvent, enters administration, receivership, or liquidation; or
• Ceases to carry on business.

16.2 Effect of Termination

Upon termination:

• All outstanding invoices become immediately due and payable;
• Lumicore will retain any Deposit and fees paid for work already performed;
• Each party will return or destroy the other's confidential information upon request;
• Any licence granted by Lumicore to the Client is immediately revoked until all outstanding payments are settled.

Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under this Agreement where such failure or delay results from circumstances beyond that party's reasonable control, including but not limited to acts of God, natural disasters, war, civil unrest, government action, pandemic, power failure, or internet outages.

If a force majeure event continues for more than 60 consecutive days, either party may terminate the Agreement on 14 days' written notice without liability (save for outstanding payment obligations for work already performed).

Governing Law & Jurisdiction

This Agreement and any dispute or claim arising out of or in connection with it (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement, its subject matter, or its formation.

Amendments to These Terms

Lumicore reserves the right to update or amend these Terms and Conditions at any time. Changes will be published on this page with an updated version date. Continued engagement with Lumicore following notification of changes constitutes acceptance of the revised terms.

For existing ongoing Projects or Retainers, material changes will be communicated with at least 30 days' notice before taking effect.

Contact & Complaints

If you have any questions about these Terms or a complaint about our services, please contact us:

• Email: info@lumicoreltd.com
• WhatsApp: +44 7402 179730
• Address: Lumicore Ltd, Hatton Garden, London EC1N 8DX

We aim to acknowledge all complaints within 2 business days and resolve them within 14 business days.