Terms of Service

1. Definitions and Interpretation

2. Acceptance of Terms

2.1 Binding Agreement

By accessing or using our Website, engaging our Services, or entering into any agreement with Luminary Technologies, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service and all applicable laws and regulations.

2.2 Capacity to Contract

You represent and warrant that:

• You have the legal capacity and authority to enter into these Terms
• If acting on behalf of an organisation, you have the authority to bind that organisation
• You are at least 18 years of age or the age of majority in your jurisdiction
• Your use of our Services will not violate any applicable laws or regulations

2.3 Rejection of Terms

If you do not agree with any part of these Terms of Service, you must not access or use our Website or engage our Services. Continued use after any modifications to these Terms constitutes acceptance of the modified terms.

3. Description of Services

3.1 Technology Solutions

Luminary Technologies provides comprehensive technology solutions including:

• Software Development: Custom software applications, web development, mobile applications, and system integration
• Visualisation Services: 3D modeling, technical animation, photorealistic rendering, and interactive visualisations
• Technology Consulting: Strategic technology planning, system architecture, and digital transformation consulting
• Data Solutions: Data analytics, business intelligence, and data visualisation services
• Cloud Services: Cloud migration, infrastructure design, and managed cloud services
• Cybersecurity: Security assessments, implementation, and ongoing security management

3.2 Service Delivery

Services are delivered according to:

• Specific project agreements and statements of work
• Industry best practices and professional standards
• Agreed timelines, milestones, and deliverables
• Quality assurance and testing procedures
• Client feedback and approval processes

3.3 Service Modifications

We reserve the right to modify, suspend, or discontinue any aspect of our Services at any time, with reasonable notice to affected clients. We will work with clients to minimize disruption and provide alternative solutions where possible.

4. Website Use License

4.1 Limited License

Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use our Website for legitimate business purposes. This license does not include any right to:

• Modify, copy, distribute, or create derivative works from Website content
• Use automated systems to access or extract data from the Website
• Reverse engineer, decompile, or disassemble any Website software
• Remove or alter any copyright, trademark, or proprietary notices
• Use the Website for any unlawful or prohibited purpose
• Interfere with or disrupt the Website's operation or security

4.2 Acceptable Use

You agree to use the Website only for lawful purposes and in accordance with these Terms. Prohibited uses include:

• Transmitting harmful, offensive, or illegal content
• Violating any applicable laws or regulations
• Infringing on intellectual property rights
• Attempting to gain unauthorized access to systems or data
• Distributing malware, viruses, or other harmful code
• Engaging in fraudulent or deceptive practices

4.3 License Termination

This license automatically terminates if you violate any of these restrictions and may be terminated by us at any time without notice. Upon termination, you must immediately cease all use of the Website and destroy any downloaded materials.

5. User Obligations and Conduct

5.1 General Obligations

As a user of our Website and Services, you agree to:

• Provide accurate, current, and complete information
• Maintain the confidentiality of any account credentials
• Notify us immediately of any unauthorized use of your account
• Comply with all applicable laws and regulations
• Respect the intellectual property rights of others
• Use our Services in good faith and for legitimate business purposes

5.2 Professional Conduct

In all interactions with Luminary Technologies, you agree to:

• Maintain professional and respectful communication
• Provide timely responses to requests for information or feedback
• Cooperate in good faith during project delivery
• Honor payment obligations and contractual commitments
• Respect the time and expertise of our team members

5.3 Prohibited Activities

You must not:

• Use our Services to develop competing products or services
• Attempt to reverse engineer our proprietary technologies
• Share confidential information with unauthorized parties
• Engage in any activity that could damage our reputation
• Violate any confidentiality or non-disclosure agreements
• Use our Services for any illegal or unethical purposes

6. Professional Services Terms

6.1 Service Agreements

Professional Services are provided under specific service agreements that include:

• Statement of Work (SOW): Detailed project scope, deliverables, timelines, and acceptance criteria
• Resource Allocation: Team composition, roles, and responsibilities
• Communication Protocols: Meeting schedules, reporting procedures, and escalation processes
• Change Management: Procedures for handling scope changes and additional requirements
• Quality Assurance: Testing, review, and approval processes

6.2 Client Responsibilities

To ensure successful project delivery, clients must:

• Provide clear and complete project requirements
• Designate authorized representatives for decision-making
• Provide timely access to necessary systems, data, and personnel
• Review and approve deliverables within agreed timeframes
• Provide constructive feedback and communicate concerns promptly
• Ensure availability of key stakeholders for project activities

6.3 Performance Standards

We commit to delivering Services that:

• Meet or exceed agreed specifications and quality standards
• Comply with applicable industry standards and best practices
• Are delivered within agreed timelines and budgets
• Include appropriate documentation and knowledge transfer
• Provide ongoing support as specified in service agreements

7. Intellectual Property Rights

7.1 Company Intellectual Property

All intellectual property rights in our Website, Services, methodologies, tools, and proprietary technologies remain the exclusive property of Luminary Technologies. This includes:

• Software code, algorithms, and technical architectures
• Proprietary methodologies and processes
• Trademarks, service marks, and brand elements
• Copyrighted materials, documentation, and content
• Trade secrets and confidential know-how
• Patents and patent applications

7.2 Client Intellectual Property

We respect and protect client intellectual property rights:

• Clients retain ownership of their pre-existing intellectual property
• Client data and confidential information remain client property
• We will not use client intellectual property beyond the scope of agreed services
• Appropriate confidentiality and non-disclosure protections apply

7.3 Work Product and Deliverables

Ownership of work products and deliverables is determined by specific project agreements:

• Custom Developments: Generally transferred to client upon full payment
• Derivative Works: Rights allocated based on underlying intellectual property ownership
• Improvements to Existing IP: Ownership determined by contribution and agreement terms
• General Methodologies: Remain property of Luminary Technologies

7.4 License Grants

Upon full payment for Services:

• Clients receive appropriate licenses to use delivered work products
• Licenses include rights necessary for intended business use
• Specific license terms are detailed in project agreements
• We retain rights to use general knowledge and experience gained

8. Confidentiality and Non-Disclosure

8.1 Confidential Information

Both parties acknowledge that they may have access to confidential information, including:

• Business strategies, plans, and financial information
• Technical specifications, designs, and proprietary methods
• Customer lists, pricing, and commercial terms
• Software code, algorithms, and technical documentation
• Personal information and sensitive data
• Any information marked or identified as confidential

8.2 Confidentiality Obligations

Each party agrees to:

• Maintain strict confidentiality of all confidential information
• Use confidential information only for authorized purposes
• Implement appropriate security measures to protect confidential information
• Limit access to confidential information on a need-to-know basis
• Not disclose confidential information to third parties without written consent
• Return or destroy confidential information upon request or termination

8.3 Exceptions

Confidentiality obligations do not apply to information that:

• Is publicly available through no breach of these Terms
• Was known prior to disclosure under these Terms
• Is independently developed without use of confidential information
• Is required to be disclosed by law or court order
• Is approved for disclosure in writing by the disclosing party

8.4 Duration

Confidentiality obligations survive termination of these Terms and continue for a period of five (5) years, or indefinitely for trade secrets and proprietary information.

9. Payment Terms and Conditions

9.1 Fees and Pricing

Service fees are determined based on:

• Project scope, complexity, and estimated effort
• Resource requirements and skill levels
• Timeline and delivery requirements
• Current market rates for professional services
• Value delivered and business impact

9.2 Payment Schedule

Unless otherwise agreed in writing:

• Project Deposits: 50% deposit required before project commencement
• Milestone Payments: Payments due upon completion of agreed milestones
• Final Payment: Balance due upon project completion and delivery
• Ongoing Services: Monthly invoicing for recurring services
• Payment Terms: Net 30 days from invoice date

9.3 Late Payments

Late payments are subject to:

• Interest charges of 1.5% per month on overdue amounts
• Suspension of services until payment is received
• Recovery of collection costs and legal fees
• Termination of agreements for persistent non-payment

9.4 Disputed Invoices

For disputed invoices:

• Notify us in writing within 10 days of invoice receipt
• Pay undisputed portions while dispute is resolved
• Provide detailed explanation of disputed items
• Work in good faith to resolve disputes promptly

9.5 Taxes and Expenses

Unless otherwise specified:

• All fees are exclusive of applicable taxes (GST, VAT, etc.)
• Client is responsible for all applicable taxes
• Reasonable expenses are billable with prior approval
• Travel and accommodation costs are additional

10. Project Delivery and Acceptance

10.1 Delivery Process

Project deliverables are provided according to:

• Agreed delivery schedules and milestones
• Quality assurance and testing procedures
• Documentation and knowledge transfer requirements
• Client review and feedback processes
• Formal acceptance criteria and procedures

10.2 Acceptance Criteria

Deliverables are considered accepted when:

• They meet agreed specifications and quality standards
• Client provides written acceptance within agreed timeframes
• No material defects or non-conformities exist
• All acceptance criteria specified in project agreements are met
• Appropriate documentation and training have been provided

10.3 Rejection and Remediation

If deliverables are rejected:

• Client must provide specific, detailed reasons for rejection
• Rejection must be based on agreed specifications and criteria
• We will remedy legitimate defects at no additional cost
• Additional work beyond agreed scope may incur additional fees
• Disputes are resolved according to agreed procedures

10.4 Deemed Acceptance

Deliverables are deemed accepted if:

• Client fails to respond within agreed review periods
• Client uses deliverables in production or business operations
• No material defects are identified within acceptance periods
• Client requests additional work based on delivered items

11. Warranties and Representations

11.1 Company Warranties

Luminary Technologies warrants that:

• Services will be performed with professional skill and care
• Work will conform to agreed specifications and industry standards
• We have the necessary skills, experience, and resources to deliver Services
• Services will not infringe third-party intellectual property rights
• We will comply with applicable laws and professional standards
• Deliverables will be free from material defects for 90 days after delivery

11.2 Client Warranties

Clients warrant that:

• They have authority to enter into agreements and engage Services
• Information provided to us is accurate and complete
• They own or have rights to all materials provided to us
• Use of our Services will not violate any laws or third-party rights
• They will cooperate in good faith during service delivery

11.3 Warranty Disclaimers

Except as expressly stated, we disclaim all other warranties, including:

• Implied warranties of merchantability and fitness for purpose
• Warranties regarding uninterrupted or error-free operation
• Warranties about specific business results or outcomes
• Warranties regarding third-party products or services

11.4 Warranty Remedies

For breach of warranty, our sole obligation is to:

• Re-perform the defective Services at no additional cost
• Refund fees paid for defective Services that cannot be remedied
• Provide alternative solutions that meet agreed specifications

12. Limitation of Liability

12.1 Liability Cap

To the maximum extent permitted by law, our total liability for any claims arising from or related to these Terms or our Services shall not exceed the total amount paid by you for the specific Services giving rise to the claim in the 12 months preceding the claim.

12.2 Excluded Damages

We shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including:

• Loss of profits, revenue, or business opportunities
• Loss of data or information
• Business interruption or downtime
• Cost of substitute services or products
• Damage to reputation or goodwill

12.3 Exceptions

Liability limitations do not apply to:

• Death or personal injury caused by our negligence
• Fraud or fraudulent misrepresentation
• Willful misconduct or gross negligence
• Breach of confidentiality obligations
• Intellectual property infringement

13. Indemnification

13.1 Client Indemnification

You agree to indemnify and hold harmless Luminary Technologies from any claims, damages, or expenses arising from:

• Your breach of these Terms or any applicable laws
• Your use of our Services in violation of these Terms
• Infringement of third-party rights by your content or materials
• Your negligent acts or omissions
• Unauthorized use of our intellectual property

13.2 Company Indemnification

We will indemnify you against third-party claims that our Services infringe valid intellectual property rights, provided you:

• Promptly notify us of any such claims
• Grant us sole control of the defense and settlement
• Provide reasonable cooperation in the defense
• Have not modified our Services in ways that cause infringement

14. Termination

14.1 Termination for Convenience

Either party may terminate these Terms or any service agreement:

• With 30 days written notice for ongoing services
• Upon completion of project-based services
• By mutual written agreement

14.2 Termination for Cause

Either party may terminate immediately for:

• Material breach that remains uncured after 15 days written notice
• Insolvency, bankruptcy, or assignment for benefit of creditors
• Violation of confidentiality or intellectual property rights
• Illegal or unethical conduct

14.3 Effect of Termination

Upon termination:

• All rights and licenses granted under these Terms cease
• Each party returns or destroys confidential information
• Outstanding payment obligations become immediately due
• Survival provisions continue in effect

15. Data Protection and Privacy

Our collection, use, and protection of personal information is governed by our Privacy Policy, which is incorporated by reference into these Terms. We comply with applicable data protection laws including the Australian Privacy Act and, where applicable, the GDPR.

16. Force Majeure

Neither party shall be liable for any failure or delay in performance due to circumstances beyond their reasonable control, including natural disasters, government actions, war, terrorism, pandemic, labor disputes, or infrastructure failures. The affected party must promptly notify the other party and use reasonable efforts to mitigate the impact.

17. Dispute Resolution

17.1 Negotiation

The parties will attempt to resolve disputes through good faith negotiation for 30 days before pursuing other remedies.

17.2 Mediation

If negotiation fails, disputes will be submitted to mediation under the rules of the Australian Commercial Disputes Centre.

17.3 Arbitration

Unresolved disputes will be settled by binding arbitration under Australian arbitration rules, with proceedings conducted in Perth, Western Australia.

18. Governing Law and Jurisdiction

These Terms are governed by the laws of Western Australia and the Commonwealth of Australia. The courts of Western Australia have exclusive jurisdiction over any disputes not resolved through arbitration.

19. Modifications to Terms

We may modify these Terms at any time by posting updated terms on our Website. Material changes will be communicated via email to registered users. Continued use of our Services after modifications constitutes acceptance of the updated Terms.

20. Severability

If any provision of these Terms is found to be unenforceable, the remaining provisions will continue in full force and effect. Unenforceable provisions will be modified to the minimum extent necessary to make them enforceable while preserving their intent.

21. Entire Agreement

These Terms, together with any referenced policies and specific service agreements, constitute the entire agreement between the parties and supersede all prior negotiations, representations, or agreements relating to the subject matter.

22. Third-Party Services and Links

Our Website may contain links to third-party services. We are not responsible for the content, privacy practices, or terms of service of third-party providers. Your use of third-party services is subject to their respective terms and conditions.

23. Compliance and Regulatory

Both parties agree to comply with all applicable laws, regulations, and industry standards. This includes export control laws, anti-corruption laws, data protection regulations, and professional licensing requirements.

24. Contact Information