Terms and Conditions

Welcome to LunarLabs. These terms and conditions ("Terms") govern your use of the LunarLabs website and services. By accessing or using our website and services, you agree to be bound by these Terms. If you disagree with any part of these terms, please do not use our website.

Services

LunarLabs provides web development, design, and technology consulting services. Specific scope, deliverables, timelines, and pricing are outlined in individual statements of work or contracts entered into between LunarLabs and the client. These Terms apply to all engagements and any accompanying contractual agreements.

Intellectual Property

Client Deliverables.Upon full payment, clients receive ownership of all final deliverables produced specifically for them under the applicable statement of work, including but not limited to: custom graphics, copywriting, marketing assets, and client-specific documentation. "Deliverables" excludes any pre-existing materials, third-party assets, open-source software, or tools licensed to LunarLabs on behalf of the client.

Pre-existing Materials and Tooling.LunarLabs retains full ownership of all prior and independently developed materials, proprietary frameworks, design systems, reusable components, libraries, tooling, and know-how ("LunarLabs Materials"). To the extent LunarLabs Materials are incorporated into Deliverables, LunarLabs grants the client a non-exclusive, perpetual, royalty-free license to use such LunarLabs Materials solely as part of the Deliverables. The client may not extract, resell, or sublicense LunarLabs Materials separately from the Deliverables.

Source Code. For projects involving custom software development, the client shall receive a full copy of the source code for all custom Deliverables upon final payment. LunarLabs shall retain ownership of all build scripts, CI/CD configurations, development tooling, and internal utilities developed during the engagement. Third-party libraries and dependencies remain subject to their respective open-source or commercial licenses.

AI-Assisted Development. LunarLabs may use AI-assisted development tools and services in the creation of Deliverables. Where AI-generated code or content is incorporated into Deliverables, LunarLabs warrants that it has reviewed and modified such content to a degree sufficient to represent original work product of the firm. All Deliverables remain subject to the intellectual property provisions of this section.

Portfolio and Marketing. LunarLabs reserves the right to display completed, non-confidential work in its portfolio, case studies, marketing materials, and award submissions unless the client has executed a separate written confidentiality agreement. Any such display shall respect client confidentiality obligations agreed upon in a separate Non-Disclosure Agreement.

Subcontractors and Third-Party Developers

LunarLabs may engage qualified subcontractors, independent contractors, or partner firms ("Third-Party Developers") to fulfill obligations under a statement of work, provided that LunarLabs remains the primary contracting party and responsible for Deliverables. All Third-Party Developers are bound by confidentiality obligations no less protective than those in this Agreement. LunarLabs shall ensure that any Third-Party Developer assignments do not compromise the security or confidentiality of client systems, source code, or proprietary data. Client may request a list of known subcontractors involved in their project; LunarLabs will provide such list upon written request within five (5) business days.

Service Levels

Response Times. LunarLabs will use commercially reasonable efforts to respond to client inquiries within one (1) business day during normal business hours (9:00 AM - 6:00 PM EST, Monday through Friday, excluding public holidays). Urgent production issues affecting live systems will be addressed within four (4) business hours during business days.

Project Timelines. Project timelines are estimates based on timely client cooperation, including prompt feedback, approvals, and content provision. LunarLabs is not liable for delays caused by client-side inaction, scope changes, or circumstances outside its reasonable control. LunarLabs will promptly notify the client of any anticipated delays.

Bug Fixes and Corrections. LunarLabs provides a thirty (30) day post-launch support period for correction of defects directly attributable to LunarLabs workmanship. This support does not cover: new features, design changes, third-party integrations, or issues arising from client-modified code. Post-launch support beyond thirty (30) days may be negotiated under a separate maintenance agreement.

Data Processing Agreement

For engagements involving the processing of personal information on behalf of the client as defined under POPIA Section 14 ("Processor Services"), LunarLabs will execute a separate Data Processing Agreement ("DPA") incorporating the requirements of POPIA Section 14, the EU GDPR Article 28 where applicable, and any other applicable data protection law. LunarLabs acknowledges that in terms of POPIA, where it processes personal information as an "operator" (data processor) on behalf of a client who is the "responsible party" (data controller), LunarLabs must: (a) process such personal information only on documented instructions from the client; (b) ensure that persons authorized to process the personal information have committed themselves to confidentiality; (c) assist the client in fulfilling data subject rights requests within the timeframe required by applicable law; (d) notify the client within seventy-two (72) hours of becoming aware of a personal information breach; (e) delete or return all personal information upon termination of the agreement, at the client's election; and (f) make available all information necessary to demonstrate compliance with POPIA Section 14 and allow for and contribute to audits and inspections.

Client Responsibilities

Clients are responsible for ensuring they have the legal rights to any content, materials, or assets they provide to LunarLabs for use in deliverables. You agree to indemnify and hold LunarLabs harmless from any claims arising from content you provide. Clients must respond to requests for feedback, approvals, and materials within a reasonable timeframe to keep projects on schedule.

Payment Terms

Payment terms are outlined in individual project contracts. Standard terms require a deposit before work begins, with the remaining balance due upon project completion. Invoices are payable within 14 days of issuance. We reserve the right to pause work if payment is overdue by more than 14 days. All fees are non-refundable once work has commenced, unless otherwise agreed in a signed contract.

Confidentiality

Both parties agree to keep confidential any proprietary or sensitive information exchanged during the engagement. This includes business strategies, technical architectures, source code, and any other non-public information. This obligation survives the termination of any agreement for a period of two (2) years.

Warranties and Disclaimer

Warranties. LunarLabs warrants that: (a) it has the right to enter into the applicable agreement and perform its obligations; (b) it will perform services with reasonable skill and care consistent with industry standards; (c) any Deliverables will be free from defects in workmanship for a period of thirty (30) days following acceptance; and (d) it will comply with all applicable laws and regulations in the performance of services.

Third-Party Components. LunarLabs does not warrant third-party software, libraries, APIs, or services not under its direct control. Warranties for third-party components are limited to those provided by the respective licensor.

Disclaimer.EXCEPT AS EXPRESSLY SET FORTH IN A SIGNED CONTRACT, LUNARLABS PROVIDES ALL SERVICES AND DELIVERABLES "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. LUNARLABS DOES NOT GUARANTEE THAT THE WEBSITE OR SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. THE CLIENT ASSUMES ALL RISK ASSOCIATED WITH THE USE OF DELIVERABLES.

Limitation of Liability

Cap on Liability.TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LUNARLABS' TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO ANY AGREEMENT, INCLUDING BUT NOT LIMITED TO TORT CLAIMS, SHALL NOT EXCEED THE TOTAL FEES PAID BY THE CLIENT TO LUNARLABS UNDER THE APPLICABLE STATEMENT OF WORK IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

Exclusion of Damages.IN NO EVENT SHALL LUNARLABS BE LIABLE FOR: (A) LOSS OF REVENUE, PROFITS, OR ANTICIPATED SAVINGS; (B) LOSS OF DATA OR CORRUPTION OF DATA; (C) LOSS OF GOODWILL OR REPUTATIONAL DAMAGE; (D) THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES OR TECHNOLOGY; (E) INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES; OR (F) ANY DAMAGES ARISING FROM THE CLIENT'S MISUSE OF DELIVERABLES OR FAILURE TO MAINTAIN APPROPRIATE SECURITY MEASURES.

Exceptions. The foregoing limitations shall not apply to: (a) death or personal injury caused by LunarLabs negligence; (b) fraud or fraudulent misrepresentation; (c) infringement of client intellectual property rights by deliverables; (d) breach of confidentiality obligations; or (e) any liability that cannot be limited under applicable law.

Professional Indemnity

LunarLabs maintains commercially reasonable professional liability (errors and omissions) insurance coverage. This insurance is intended to cover claims arising from: (a) negligent acts or omissions in the provision of professional services; (b) infringement of third-party intellectual property rights by deliverables; and (c) claims related to data breaches arising from LunarLabs breach of its data protection obligations. Client may request a certificate of insurance upon written request.

Force Majeure

Neither party shall be liable to the other for any failure or delay in performing its obligations under any applicable agreement to the extent that such failure or delay is caused by a Force Majeure Event. A "Force Majeure Event" means any event beyond a party's reasonable control, including but not limited to: acts of God, natural disasters, epidemic or pandemic, war, terrorism, civil unrest, government actions, strikes or labor disputes (other than strikes solely affecting LunarLabs personnel), power failures, internet service provider failures, denial-of-service attacks, and third-party infrastructure failures.

The affected party shall: (a) promptly notify the other party of the Force Majeure Event and its expected duration; (b) use reasonable efforts to mitigate the impact of the Force Majeure Event; and (c) resume performance as soon as reasonably practicable. If a Force Majeure Event continues for more than sixty (60) days, either party may terminate the affected agreement upon written notice.

Termination

Either party may terminate an engagement with 30 days written notice. Upon termination, clients are responsible for payment of all work completed up to the termination date. LunarLabs will deliver all completed work product to the client upon receipt of final payment. Any work not completed at termination will be delivered in its current state unless a different arrangement is agreed upon in writing.

Governing Legislation and Dispute Resolution

These Terms and any agreement between LunarLabs and the client shall be governed by and construed in accordance with the laws of the Republic of South Africa, including the Electronic Communications and Transactions Act 25 of 2002 ("ECTA"), the Consumer Protection Act 68 of 2008 ("CPA") to the extent applicable, and the Protection of Personal Information Act 4 of 2013 ("POPIA"). The United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded from application.

Negotiation. The parties shall attempt in good faith to resolve any dispute arising out of or relating to any agreement through negotiation within thirty (30) days of written notice of the dispute.

Arbitration.If the dispute cannot be resolved through negotiation, the parties agree to submit the dispute to binding arbitration administered by the Arbitration Foundation of South Africa ("AFSA") under its Commercial Arbitration Rules then in effect. The arbitration shall be conducted by a single arbitrator mutually agreed upon by the parties, or if the parties cannot agree, appointed by AFSA. The arbitration shall take place in Johannesburg, South Africa. The arbitrator's decision shall be final and binding, and judgment may be entered upon it in any court of competent jurisdiction.

The parties irrevocably submit to the exclusive jurisdiction of the courts of South Africa in respect of any matter arising out of or in connection with these Terms.

Injunctive Relief. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of its intellectual property rights or confidentiality obligations without posting a bond or proving actual damages.

International Clients

LunarLabs serves clients globally, including clients outside South Africa. For international clients: (a) LunarLabs shall comply with applicable South African import/export and economic sanctions regulations; (b) the client is responsible for ensuring that receiving services from a South African entity complies with local law; (c) any tax obligations arising from cross-border transactions are the sole responsibility of the client; (d) data residency requirements for client data shall be addressed in a separate written agreement prior to commencement of services; and (e) where LunarLabs processes personal data of individuals located in other jurisdictions (including the EU, UK, or California), LunarLabs will comply with applicable data protection laws including GDPR, UK GDPR, CCPA, and POPIA, as relevant to the engagement.

Changes to Terms

We reserve the right to modify these Terms at any time. We will notify clients of material changes via email or notice on our website. Your continued use of our services after such modifications constitutes your acceptance of the updated Terms.

Contact Us

If you have any questions about these Terms, please contact us at [email protected] or through our contact form.