Introduction

Welcome to Lightcraft Group’s Terms of Service. By accessing and using our website and services, you agree to comply with these terms. Please read them carefully.

Term & Nature of Agreement

This Agreement shall take effect upon the date of contacting or engaging Lightcraft Group and remain in force for the life of any customer-supplier relationship with Lightcraft Group (the “Term”). The tasks discussed or delineated in any provided Scope of Work are descriptive provide a guide for the services to be rendered. They are not constrained by the Term of this Agreement. Should any tasks remain incomplete in the view of the customer upon the expiry of the Term or completion of any scope of works, such tasks will be addressed under the terms of a subsequent agreement. No individual fee is assigned to any specific item within a scope; by default, billing will proceed according to the time-based rate agreed upon, as detailed in the Billing Appendix.

Service Delivery

Services will be provided in accordance with the scope and allocation terms set forth in the relevant appendix. The Service Provider reserves the right to delegate provision of services to any suitably experienced employee or subcontractor. Except where specifically agreed upon, services shall be delivered at the Service Provider’s discretion. All intellectual property created, developed, or enhanced by the Service Provider during the course of providing services under this Agreement shall be the property of the Client, except for any pre-existing intellectual property owned by the Service Provider. The Service Provider grants the Client a non-exclusive, worldwide, perpetual license to use such pre-existing intellectual property for the purposes outlined in the Scope of Work. The Client hereby grants the Service Provider a non-exclusive, royalty-free license to use any work created, developed, or enhanced during the execution of this Agreement as part of the Service Provider’s portfolio and for other marketing and promotional activities.

Billing, Time Tracking and Communications

The Service Provider will bill for services rendered in increments of thirty (30) minutes at the hourly rate outlined in the Billing Appendix of this agreement. At the Client’s request or by way of agreement, the Service Provider may agree to perform other works not listed in the scope. The Client acknowledges that such works shall be subject to the terms of this agreement. Time tracking shall be maintained to support invoicing, with reports provided alongside issued invoices. In the event of a software failure or human error, tasks shall be manually timed or reasonably estimated by the Service Provider. The Service Provider utilizes screen recording software to internally validate time tracking. Contents of screen recordings are strictly proprietary and confidential. Records are automatically removed after 30 days and are unavailable for Client review.

Confidentiality

Both parties agree to maintain the confidentiality of all confidential information exchanged in relation to the services provided under this Agreement or by way of medium otherwise used to discuss the same. Confidential information includes any data, trade secrets, client information, and other sensitive information of either party. Each party shall take all reasonable steps to prevent unauthorized disclosure of confidential information and shall not use such information for any purpose outside the scope of this Agreement.

Invoicing and Payment Terms

Unless otherwise stated, services shall be provided in accordance with Pre-Paid Payment Terms. Pre-Paid Payment Terms The Service Provider will issue an invoice for a specified number of hours prior to the commencement of services. Services will begin once the Service Provider confirms receipt of payment in their nominated account. Refunds are at the sole discretion of the Service Provider. Post-Paid Payment Terms Post-Paid refers to services provided with payment due post-service provision. Post-Paid Payment Terms are available by way of application. Approval is subject to the Service Provider’s discretion. The Service Provider may terminate the Client’s eligibility for Post Paid Terms at any time and for any reason. Invoices will be issued to the Client weekly for services rendered in that period. Payment is due within seven (7) days of the invoice date. If the Client’s account becomes overdue, the Service Provider reserves the right to temporarily suspend services and access to digital assets until the account is settled. The Service Provider will notify the Client of overdue payments. If the account is overdue by more than seven (7) days, a formal warning will be issued. Should the account remain overdue for more than thirty (30) days, the Service Provider may, after issuing written notice, terminate the agreement. For accounts overdue beyond thirty (30) days, the Service Provider may implement necessary measures to mitigate financial losses, including restricting access to certain services and data. The Service Provider is committed to resolving financial disputes amicably and aims to minimize disruption to the Client’s business operations.

Costs

Any reasonable costs incurred during Service Provision shall be borne by the Client unless otherwise specified. The Service Provider is authorized to incur up to 10% of the total agreement value in costs, which may be drawn from funds allocated under Pre-Paid Payment Terms or invoiced to the Client under Post-Paid Payment Terms at the Service Provider’s sole discretion.

Data Protection and Privacy

The Service Provider agrees to comply with all applicable data protection and privacy laws, including the Australian Privacy Principles. The Service Provider shall implement appropriate security measures to protect personal data processed during the provision of services. The Client confirms that they have all necessary consents and rights to share any personal data with the Service Provider for the purpose of service delivery.

Execution and Dispute Resolution

Disputes not pertaining directly to the Scope of Work will be addressed separately. Both parties agree this Agreement represents the entire understanding between them, superseding and/or nullifying all prior agreements upon its execution. Execution may be made by formal agreement, informal agreement or by conduct.

Termination

Either party may initiate the termination of an Agreement at any time by issuing a written notice of termination to the other party unless otherwise agreed. Unless otherwise specified in any Agreement, the termination notice period shall extend for fourteen (14) days from the receipt of such notice. During the notice period, both parties agree to fulfill any outstanding obligations in accordance with the terms set forth in this Agreement. In the event that services are in progress at the time notice is given, efforts shall be made to complete said services within the notice period. However, if completion is not feasible within this timeframe, the Service Provider will supply the work in its current stage of progress to the Client, provided that doing so does not entail the disclosure of the Service Provider’s trade secrets or proprietary intellectual property. Upon issuing or receiving notice of termination, the Client is responsible for payment for all services rendered up to the effective date of termination. Payment for services rendered during the notice period shall be subject to Pre-Paid Payment Terms.

Force Majeure

Neither party shall be liable for any failure to perform its obligations under this Agreement if such failure is caused by circumstances beyond reasonable control, including but not limited to natural disasters, government restrictions, wars, insurrections, or telecommunications, power, or internet failures. Any such suspension of performance shall be limited to the period during which the force majeure circumstances exist.

Variations

The Service Provider reserves the right to modify or vary the terms of this Agreement at any time. Such variations may include, but are not limited to, changes in pricing, scope of work, delivery schedules, and payment terms. Any variations to this Agreement will be communicated to the Client in writing. The Service Provider will provide at least [30 days] notice before any changes take effect. Upon receiving notice of variations, the Client will have the option to terminate this Agreement if they do not agree to the proposed changes. To terminate, the Client must provide written notice to the Service Provider within fifteen (15) days of receiving the variation notice.