Luxev Digital Consulting - Terms of Service

Luxev Digital Consulting
Effective Date: February 13, 2026

Plain‑English Summary (non‑binding): You engage Luxev to deliver professional consulting, creative/media, and digital/IT services under a clear scope, schedule, and price. A deposit secures our time. Final rights to deliverables pass after full payment. We protect your confidential information and any personal data we process, and you ensure you have rights to any materials you supply. If disagreements arise, we’ll try to resolve them informally, then mediation, and only then court. These Terms are governed by Jamaican law.

Legal Notice: These Terms form a binding agreement. Capitalised terms are defined below. If anything in a Statement of Work conflicts with these Terms, the Statement of Work controls for that engagement.

1) Definitions

“Agreement” means these Terms together with any Proposal, Quotation, Order, or Statement of Work (each, an “SOW”).

“Business Day” means Monday–Friday, excluding public holidays in Jamaica.

“Client,” “you,” “your” means the entity engaging Luxev for Services.

“Company,” “Luxev,” “we,” “us,” “our” means Luxev Digital Consulting.

“Deliverables” means the outputs we create or supply under an SOW.

“Deposit” means the upfront payment securing Services and scheduling.

“Intellectual Property” or “IP” includes copyrights, trademarks, designs, patents, trade secrets, databases, and moral rights.

“Services” means our professional services (consulting, training/events, media production, digital/IT solutions, and related advisory and support).

“Third‑Party Services” means services, platforms, tools, stock assets, libraries, or software provided by parties other than Luxev or the Client.

“Variation” means any change to scope, timeline, Deliverables, or assumptions after an SOW is agreed.

2) Interpretation & Order of Precedence

Headings and formatting are for convenience only and do not affect interpretation.

If there is a conflict, the following order applies: (a) SOW; (b) these Terms; (c) any other incorporated document.

References to “including” mean “including without limitation.”

3) Engagement & Scope of Services

Services are provided under one or more SOWs describing scope, Deliverables, responsibilities, timeline, fees, and assumptions.

Work not expressly included in an SOW is excluded.

Timeframes are good‑faith estimates and depend on timely Client inputs and approvals.

4) Deliverables, Revisions & Acceptance

Included revisions. Unless the SOW states otherwise, fixed‑price creative/media Deliverables include two (2) rounds of reasonable revisions to the presented draft(s). Additional revisions are billable at our then‑current rates and may extend timelines.

Acceptance process. Deliverables are deemed accepted on the earliest of: (a) written acceptance; (b) the Client using the Deliverable in production or publishing it; or (c) seven (7) calendar days after delivery if no material, written objections are raised.

Change requests. Material changes after acceptance (or after included revision rounds) are treated as Variations.

5) Client Responsibilities

Provide accurate, complete, and timely information; decisions and approvals; and access to personnel, systems, locations, and accounts reasonably required.

Appoint a single point of contact with authority to give instructions and approvals.

Ensure all Client‑provided materials are lawful and free to use and do not infringe third‑party rights; provide proof of rights if requested.

Maintain backups of Client data unless the SOW includes managed backup Services.

Delays or omissions by the Client may shift timelines and increase fees.

6) Fees, Deposits, Expenses & Taxes

Deposits. Unless the SOW states otherwise, a fifty percent (50%) Deposit is required to confirm booking and commence work. The Deposit covers (i) discovery, planning and pre‑production time; (ii) resource and calendar blocking; (iii) administrative set‑up; and (iv) any non‑recoverable Third‑Party costs. These components are non‑refundable once incurred.

Invoices & payment. The balance is invoiced at milestones or on completion and payable within fourteen (14) days of invoice date unless stated otherwise.

Late payment. Overdue amounts accrue interest at 1% per month, calculated monthly, until paid. We may suspend Services for non‑payment.

Expenses. The Client will reimburse reasonable, pre‑approved out‑of‑pocket expenses (e.g., travel, permits, stock assets, specialised equipment).

Currency & taxes. Fees are exclusive of applicable taxes, duties, or withholdings, which are the Client’s responsibility.

Lien. We retain a lien over Deliverables and project materials until full, cleared payment of all amounts due. No ownership or licence passes until then.

Payment methods. Accepted methods include bank transfer, cash, or cheque, in the currency stated on the invoice.

7) Cancellations, Rescheduling & No‑Shows

Client cancellation (project). If the Client cancels a project after signing the SOW: (a) we retain/charge for work performed to date, all non‑recoverable Third‑Party costs, and the non‑refundable Deposit components; and (b) at our discretion, a reasonable early‑termination fee to cover resource stand‑down costs.

Sessions & events (media shoots, workshops, trainings). Unless the SOW provides otherwise: ≥7 Business Days’ notice: no additional fee beyond non‑recoverable costs; 3–6 Business Days’ notice: 50% of the session fee; <3 Business Days or no‑show: 100% of the session fee plus non‑recoverable costs.

Rescheduling. Rescheduling is subject to availability and may incur administrative or vendor fees.

Luxev rescheduling. We may reschedule due to illness, safety, or force majeure; we will offer the earliest reasonable alternative date.

8) Variations & Scope Management

All Variations must be requested in writing (email suffices).

We will confirm any fee and timeline impacts before proceeding via a written change order.

If Client delays exceed ten (10) Business Days at any stage, we may reallocate resources and re‑baseline schedules and pricing.

9) Intellectual Property & Raw Files

Luxev background IP. Our pre‑existing methodologies, frameworks, templates, software, tools, and know‑how remain our exclusive property.

Deliverables licence (finals). Upon full payment, the Client receives a non‑exclusive, worldwide, non‑transferable, non‑sublicensable licence to use the final Deliverables for the business purposes described in the SOW.

Drafts & unused concepts. Drafts, working files, and unused concepts remain Luxev’s property and may not be used without our written consent.

Raw files & footage. Project files (e.g., Premiere/AE/Audition, layered design files), raw footage, and source code repositories are not included unless expressly purchased/licensed in the SOW. If supplied, additional fees and licence terms apply. Absent agreement, we may delete raw footage after 90 days from project completion.

Attribution & portfolio. Unless the Client reasonably objects in writing, Luxev may display non‑confidential Deliverables (e.g., screenshots, showreels) in portfolios, case studies, and pitch materials. We will not disclose confidential information or trade secrets.

Third‑party & open‑source components. Deliverables may include Third‑Party Services, stock assets, fonts, music, or open‑source software subject to their own licences. The Client’s use must comply with those terms.

10) Model Releases, Location Permits & Clearances (Media)

The Client is responsible for obtaining model/participant consents and location permissions unless the SOW states Luxev will arrange them.

The Client warrants it has all necessary rights to Client‑supplied content (logos, scripts, music, images, trademarks) and will provide proof of rights upon request.

11) Confidentiality & Publicity

Each party will keep the other’s non‑public information confidential, using the same care it uses to protect its own similar information (but not less than reasonable care).

Exceptions: information that is (a) public through no fault of the recipient; (b) independently developed; or (c) rightfully received from a third party without duty of confidentiality.

If legally compelled to disclose, the recipient will (where lawful) give prompt notice to allow protective steps.

This clause survives for three (3) years after termination, or longer where trade secrets are involved.

12) Data Protection & Security

Luxev will implement reasonable technical and organisational measures to protect Client personal data processed in providing the Services and will use such data only to deliver the Services and as otherwise permitted by the Agreement and applicable data protection laws.

If an SOW involves processing personal data on the Client’s behalf, the parties will agree a data processing addendum (DPA) setting out roles, instructions, security, sub‑processors, international transfers, and data subject rights.

In the event of a confirmed personal‑data breach impacting the Services, Luxev will notify the Client without undue delay and cooperate in good faith on remediation consistent with applicable law.

Unless retention is required by law or explicitly agreed, we retain Client data only for as long as necessary to provide the Services and then securely delete or return it upon written request.

13) Third‑Party Services & Client Accounts

We are not responsible for outages, changes, or failures of Third‑Party Services.

Fees for Third‑Party Services used for the project (e.g., SaaS subscriptions, stock, plug‑ins, paid media) are payable by the Client unless the SOW states otherwise.

Where we set up or administer Client accounts, those accounts belong to the Client. Access may be suspended for non‑payment.

14) Warranties & Disclaimers

We warrant that Services will be performed with reasonable care and skill consistent with industry standards.

Except as expressly stated, we provide no other warranties, express or implied, including merchantability, fitness for a particular purpose, or non‑infringement.

No guaranteed results. We do not guarantee specific business outcomes (e.g., conversion rates, rankings, revenue, uptime) unless explicitly committed in an SOW or a service‑level agreement.

15) Indemnities

Client indemnity. The Client will indemnify, defend, and hold Luxev harmless from claims, damages, liabilities, costs, and expenses (including reasonable legal fees) arising from: (a) Client materials or instructions; (b) Client’s misuse of Deliverables; (c) violation of law; or (d) alleged infringement caused by Client‑provided content.

Luxev indemnity. Luxev will indemnify the Client against third‑party claims that the final Deliverables (as provided by Luxev and used in accordance with the Agreement) infringe IP rights, excluding claims arising from Client materials, combinations not contemplated by the SOW, or Third‑Party Services. Our remedies may include modification, replacement, or refund of the affected fees.

16) Limitation of Liability

Types of damages. Neither party is liable for indirect, incidental, special, exemplary, or consequential damages, including lost profits, loss of business, or loss of data, even if advised of the possibility.

Cap. Each party’s total aggregate liability arising out of or relating to an SOW is limited to the fees paid or payable by the Client to Luxev under that SOW in the twelve (12) months preceding the event giving rise to the claim.

Carve‑outs. Nothing in this Agreement limits liability for fraud, wilful misconduct, or other liability that cannot be limited under applicable law.

17) Non‑Solicitation

For twelve (12) months from the last date of Services under an SOW, the Client will not, without Luxev’s prior written consent, solicit for employment or engagement any Luxev employee or dedicated contractor who worked on the engagement. If breached, the Client will pay a placement fee equal to 30% of the individual’s annualised compensation or a reasonable estimate of hiring and training costs.

18) Suspension & Termination

Either party may terminate an SOW for material breach not cured within ten (10) Business Days after written notice.

Luxev may suspend Services for non‑payment.

Upon termination: (a) all amounts accrued or due become immediately payable; (b) Client licences to unpaid Deliverables terminate; (c) each party returns or deletes the other’s confidential information on request; and (d) clauses intended to survive (including fees, IP, confidentiality, indemnities, limitations, and dispute resolution) will continue.

19) Force Majeure

Neither party is liable for delay or failure caused by events beyond its reasonable control (including natural disasters, acts of government, strikes, civil unrest, power or internet outages, or Third‑Party Service failures), provided the affected party uses reasonable efforts to mitigate and resumes performance as soon as practicable.

20) Communications & Availability

Business hours. Unless the SOW states otherwise, our core hours are 09:00–17:00 Jamaica time on Business Days.

Response times. We aim to acknowledge emails within one (1) Business Day and urgent production incidents within four (4) hours during business hours.

Channels. Official project communications occur via email or agreed project tools. Instant messaging may be used for convenience but is not a formal notice channel unless specified in the SOW.

After‑hours work. Work outside core hours, weekends, or holidays may attract premium rates and is subject to resource availability.

21) Dispute Resolution (Step‑Down Procedure)

Good‑faith negotiation. The parties will first attempt in good faith to resolve any dispute through discussions between project leads and then senior management.

Mediation. If unresolved within fourteen (14) days of written notice of dispute, either party may refer the dispute to confidential mediation in Kingston, Jamaica, before a mutually agreed mediator.

Litigation. If mediation does not resolve the matter within thirty (30) days of appointment of the mediator (or another period agreed in writing), either party may commence court proceedings, subject to clause 27.

22) Notices

Notices must be in writing and delivered by hand, reputable courier, or email to the addresses listed in the SOW. Notices by email are deemed received when the sender’s system shows successful transmission during Business Hours, otherwise the next Business Day.

Routine operational communications may occur via project tools and email.

The parties will keep notice details current.

23) Assignment & Subcontracting

Neither party may assign the Agreement without the other’s consent, not to be unreasonably withheld, except either party may assign to an affiliate or in connection with a merger, acquisition, or sale of substantially all assets on written notice.

Luxev may subcontract elements of the Services and remains responsible for subcontractor performance.

24) Relationship of the Parties

The parties are independent contractors. Nothing creates a partnership, joint venture, agency, or employment relationship. Neither party may bind the other.

25) General Terms

Severability. If any provision is invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will remain in full force.

Waiver. Failure to enforce any provision is not a waiver.

Entire agreement. This Agreement constitutes the entire agreement for the Services and supersedes prior discussions.

Amendments. Changes must be in writing and signed or expressly agreed by authorised representatives (email suffices for SOW changes unless otherwise required).

Electronic acceptance. E‑signatures and electronic approvals (including email confirmations and acceptance clicks) are valid and binding.

26) Anti‑Bribery & Ethics

Each party will comply with applicable anti‑bribery, anti‑corruption, and sanctions laws in connection with the Services and maintain policies reasonably designed for compliance.

27) Governing Law & Jurisdiction

This Agreement is governed by the laws of Jamaica. Subject to the Dispute Resolution procedure, the parties submit to the exclusive jurisdiction of the courts of Jamaica.

28) Acceptance

By signing an SOW, paying a Deposit, or instructing us to proceed, the Client acknowledges and agrees to these Terms of Service.

Schedules (Service‑Specific Addenda)

Schedule A — Media Production & Creative Services

A1 Scope & brief. The SOW will define creative objectives, formats, durations, platforms, and any special requirements.

A2 Revisions. Unless stated otherwise, two (2) rounds of revisions to one presented edit/design are included. Changes to approved scripts, storyboards, or shot lists are Variations.

A3 Music, fonts, and stock. We will propose properly licensed options. Licences may be platform‑ or time‑limited. Replacement due to later platform restrictions or takedowns is billable.

A4 Credits. Luxev may include discreet producer credits where customary (e.g., video description, end card), unless the Client reasonably objects.

A5 Deliverables format. Final exports are provided in commonly used formats/resolutions specified in the SOW. Working project files and raw footage are excluded unless purchased/licensed.

A6 Storage. Unless otherwise agreed, we store project archives for 90 days after final delivery.

Schedule B — Consulting, Training & Events

B1 Materials licence. Upon full payment, training decks and handouts are licensed for internal use only and may not be redistributed, commercialised, or publicly posted without written consent.

B2 Recordings. Recording of live sessions requires our prior written consent. If permitted, additional licence terms apply.

B3 Delegate substitutions. Reasonable substitutions are allowed with written notice before the session.

B4 Cancellations & rescheduling. See clause 7 for fees; venue/vendor costs are pass‑through.

Schedule C — IT Support, Digital Solutions & Maintenance

C1 Service scope. The SOW will specify support hours, response targets, environments, and responsibilities (client vs. Luxev).

C2 No universal SLA. Response/delivery targets are reasonable endeavours unless an explicit SLA is included in the SOW.

C3 Backups & DR. Unless the SOW includes managed backup/DR, the Client is responsible for backups, testing restores, and business continuity.

C4 Security. We will apply commercially reasonable security practices for systems under our control; the Client is responsible for access governance and endpoint security within its environment.

C5 Changes. Changes to production systems follow change‑control processes agreed in the SOW.

C6 Software & open source. Software is licensed, not sold. Open‑source components are provided under their respective licences and may require attribution.

Company Details

Legal name: Luxev Digital Consulting

Registered/notice address: Dias P.O., Hanover, Jamaica

Primary email for notices: team@luxevdigital.com

Phone: 876-707-5533

Version: v2.0 Last Updated: February 13, 2026

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