Terms of Service

By accessing lumyxtech.com or engaging LumyxTech for any services, you agree to be bound by these Terms of Service ("Terms"). If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to these Terms.

If you do not agree to these Terms, please do not use our website or engage our services.

LumyxTech is a remote-first technology company providing DevOps engineering, cloud infrastructure management, software development, and technical consulting services to clients worldwide. Our services are delivered by senior engineers with direct accountability to each client.

The specific scope, deliverables, timeline, and pricing for each engagement are defined in a separate Statement of Work ("SOW") or service agreement executed in writing between LumyxTech and the client. These Terms apply to all such engagements and govern where no specific provision in the SOW addresses a matter.

Services may include, but are not limited to: managed DevOps, CI/CD pipeline implementation, cloud infrastructure design and management, software development, technical audits, DevOps staffing, and engineering consulting.

Our services are available to businesses and individuals who are at least 18 years of age and have the legal capacity to enter into binding contracts in their jurisdiction. By engaging our services, you represent and warrant that you meet these requirements and that you are not prohibited from receiving our services under the laws of any applicable jurisdiction.

• ■Standard payment terms are 50% deposit prior to commencement and 50% upon delivery, unless otherwise specified in the SOW.
• ■Invoices are due within 14 calendar days of issuance unless a different period is agreed in writing.
• ■Payments may be made by bank transfer, wire transfer, or any other method agreed in writing between the parties.
• ■Overdue amounts accrue interest at the lower of 1.5% per month or the maximum rate permitted by applicable law in the client's jurisdiction.
• ■LumyxTech reserves the right to suspend active services for accounts with overdue invoices after providing 7 days' written notice.
• ■All fees are exclusive of applicable taxes, duties, or levies (including VAT, GST, or equivalent). Where required by law, the client is responsible for such amounts.

Client-owned work product

Upon receipt of full payment for an engagement, the client receives full, irrevocable ownership of all custom code, designs, documentation, and other deliverables created specifically for that engagement ("Work Product"), including all associated intellectual property rights.

LumyxTech background IP

LumyxTech retains ownership of all pre-existing tools, frameworks, libraries, methodologies, and general-purpose code developed independently of and prior to any engagement ("Background IP"). Where Background IP is incorporated into Work Product, LumyxTech grants the client a perpetual, royalty-free, non-exclusive license to use it as part of the delivered Work Product.

Portfolio rights

LumyxTech may reference an engagement in its portfolio and marketing materials using only anonymized, non-identifying information (e.g., "a fintech startup") unless the client has provided prior written consent for attribution.

Each party agrees to keep confidential all non-public information disclosed by the other party in connection with the services ("Confidential Information") and to use it only for the purpose of performing or receiving the services.

Confidential Information does not include information that: (a) is or becomes publicly known through no breach of this obligation; (b) was rightfully known before disclosure; (c) is independently developed without reference to the disclosing party's information; or (d) is required to be disclosed by law, regulation, or court order, provided that the receiving party gives prompt written notice where legally permitted.

This confidentiality obligation survives the termination of any engagement for a period of three years.

To enable LumyxTech to deliver the services effectively, the client agrees to:

• ■Provide timely access to systems, credentials, documentation, and personnel as reasonably required.
• ■Designate a primary point of contact with authority to make decisions regarding the engagement.
• ■Promptly review and provide feedback on deliverables within agreed timeframes.
• ■Ensure that any materials, data, or content provided to LumyxTech do not infringe third-party rights.

You agree not to use LumyxTech's services for any purpose that is unlawful, harmful, or prohibited under applicable laws or regulations in any jurisdiction where you operate or where the services are performed. This includes, without limitation, activities that violate data protection laws, infringe intellectual property rights, facilitate fraud, or support activities that cause harm to others.

LumyxTech reserves the right to decline or terminate an engagement at any time if it determines, in good faith, that performing the services would require participation in unlawful or harmful activities.

LumyxTech warrants that services will be performed with reasonable professional skill and care, consistent with industry standards, by qualified engineers.

Except as expressly stated in these Terms or a relevant SOW, services are provided without further warranty to the fullest extent permitted by applicable law. In particular, we do not warrant that deliverables will be entirely error-free or will meet requirements not documented in the SOW. Some jurisdictions do not permit the exclusion of implied warranties; in such jurisdictions, any implied warranties are limited to the minimum extent required by law.

To the fullest extent permitted by applicable law:

• ■LumyxTech's total aggregate liability to you for any and all claims arising out of or related to these Terms or any engagement shall not exceed the total fees actually paid by you for the specific service giving rise to the claim in the six months immediately preceding the claim.
• ■Neither party shall be liable to the other for any indirect, incidental, special, exemplary, punitive, or consequential damages, including without limitation loss of profits, loss of data, loss of business, or loss of goodwill, even if advised of the possibility of such damages.
• ■Nothing in these Terms excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by applicable law.

You agree to indemnify, defend, and hold harmless LumyxTech, its founders, employees, and contractors from any third-party claims, damages, losses, or expenses (including reasonable legal fees) arising from: (a) your breach of these Terms; (b) your misuse of our services; (c) your infringement of any third-party intellectual property, privacy, or other rights; or (d) materials or data you provide to LumyxTech that violate applicable law.

These Terms are governed by and construed in accordance with the laws applicable to the jurisdiction in which LumyxTech is registered and operating, without regard to its conflict of law provisions.

In the event of any dispute arising out of or relating to these Terms or any engagement, the parties agree to first attempt resolution through good-faith negotiation. If negotiation does not resolve the dispute within 30 days, either party may pursue resolution through the courts or other dispute resolution mechanisms available in the applicable jurisdiction.

Nothing in this section prevents either party from seeking urgent injunctive or equitable relief to prevent irreparable harm.

Neither party shall be liable for any delay or failure to perform its obligations under these Terms where such delay or failure results from circumstances beyond its reasonable control, including but not limited to: natural disasters, acts of government, wars, pandemics, internet or infrastructure outages, or other events that could not reasonably have been anticipated or prevented. The affected party shall notify the other promptly and resume performance as soon as reasonably practicable.

Either party may terminate an engagement in accordance with the termination provisions set out in the applicable SOW. In the absence of such provisions, either party may terminate with 30 calendar days' written notice.

LumyxTech may terminate immediately upon written notice if: (a) the client fails to pay an overdue invoice within 14 days of a payment reminder; (b) the client materially breaches these Terms and does not remedy the breach within 14 days of written notice; or (c) the client engages in activities that LumyxTech is legally prohibited from supporting.

Upon termination for any reason, the client shall pay for all work completed and expenses incurred up to the date of termination. Clauses 6, 7, 11, 12, and 13 survive termination.

We may update these Terms from time to time. The date at the top of this page reflects when the Terms were last revised. For active engagements, material changes will be communicated with at least 14 days' notice before taking effect. Continued use of our services after changes take effect constitutes acceptance of the revised Terms.

• ■Severability: If any provision of these Terms is found by a competent authority to be invalid, unlawful, or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.
• ■Entire Agreement: These Terms, together with any applicable SOW or service agreement, constitute the entire agreement between the parties regarding the subject matter herein and supersede all prior representations, understandings, or agreements.
• ■No Waiver: Failure or delay by either party to enforce any right or provision of these Terms does not constitute a waiver of that right or provision.
• ■Assignment: You may not assign your rights or obligations under these Terms to any third party without LumyxTech's prior written consent. LumyxTech may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets.
• ■Notices: All formal notices under these Terms shall be in writing and delivered by email to the addresses agreed between the parties, or as otherwise specified in the SOW.

For questions, legal notices, or concerns about these Terms:

• ■Email: Info@lumyxtech.com
• ■Website: lumyxtech.com/contact