1. About Us and These Terms
These Terms and Conditions ("Terms") govern your use of our website and, where applicable, the provision of our Services.
The website is operated by Starling Group Enterprises LTD, company number 11779468, trading as LumenWeb ("we", "us", "our"). Registered office address: 88 Main Road, Kirkby-In-Ashfield, Nottingham, England, NG17 9EU.
Our Services are provided business-to-business (B2B) only. By engaging us, you confirm that you are acting in the course of your business, trade, craft or profession (including as a freelancer or sole trader).
Additional or more detailed terms, including service descriptions, fees, timelines and data processing obligations, may be set out in a separate proposal, statement of work, order form or data processing agreement ("Service Agreement"). In the event of conflict, the Service Agreement will prevail over these general Terms.
2. Our Services
We provide digital services including, but not limited to:
- website design and development,
- AI-assisted solutions and automations,
- integrations with third-party tools and platforms,
- consulting and training related to the above.
We will use reasonable skill and care in delivering the Services, in accordance with the Service Agreement and these Terms. Unless explicitly agreed otherwise in writing, all timeframes are indicative and not guaranteed.
3. Your Responsibilities
You agree to:
- provide us with accurate, timely and complete information reasonably required for the delivery of the Services, including technical specifications, branding materials and content;
- ensure that any data, content or materials you provide do not infringe the rights of any third party and comply with applicable laws;
- obtain any necessary consents or authorisations (including from your end users) before providing data to us or enabling us to access your systems;
- make timely decisions and approvals to avoid delays in the project;
- ensure that all information you provide during the ordering and payment process is complete and accurate.
You are responsible for all activity under your accounts and access credentials relating to the Services and for maintaining the confidentiality of any such credentials.
4. Fees, Payment and Taxes
Fees for our Services will be set out in the applicable Service Agreement, proposal or order. Unless otherwise stated, all fees are exclusive of VAT and other applicable taxes, which will be added where required by law.
Invoices are payable within the timeframe stated on the invoice or Service Agreement. If you fail to pay any amount due, we may (without prejudice to any other rights):
- charge interest on the overdue amount at the statutory rate or a rate specified in the Service Agreement; and/or
- suspend the provision of Services until all outstanding amounts are paid.
5. Contract Formation and Acceptance of Terms
When you place an order via our website, online checkout or other electronic means, you will be asked to:
- review and accept these Terms and Conditions; and
- confirm that you have read and understood our Privacy Policy and consent to the processing of your business contact data as described therein.
By ticking the relevant confirmation boxes (for example “I agree to the Terms and Conditions” and “I consent to the processing of my data as described in the Privacy Policy”) and submitting your order, you:
- enter into a legally binding contract with us on these Terms and any applicable Service Agreement; and
- give us permission to process your business contact and billing information for the purposes of handling your order, providing the Services and maintaining our relationship with you.
You will not be able to proceed to payment unless you have confirmed your acceptance of these Terms and acknowledged our Privacy Policy.
6. Intellectual Property
Unless otherwise agreed in the Service Agreement:
- we retain ownership of all intellectual property rights in our pre-existing materials, tools, frameworks and methodologies, including those used in the delivery of the Services; and
- upon full payment of all fees due, we grant you a non-exclusive, non-transferable licence to use the deliverables created specifically for you for your internal business purposes.
You grant us a non-exclusive, royalty-free licence to use your logo, trade name and testimonials for the purpose of marketing our Services, unless you explicitly request otherwise in writing.
7. Data Protection (B2B, UK GDPR)
Each party shall comply with applicable data protection laws, including the UK GDPR and the Data Protection Act 2018.
In relation to personal data:
- For our own website, marketing and client relationship management, we act as data controller – see our Privacy Policy.
- Where we process personal data on your behalf as part of the Services (for example, data relating to your staff, contractors or customers), we act as data processor and process such data only on your documented instructions.
Where we act as processor, the detailed data protection terms (including subject matter and duration of processing, categories of data, data subject types, security measures and sub-processors) shall be set out in a separate data processing agreement or in the Service Agreement. You are responsible for ensuring that you have a lawful basis for processing personal data you provide to us and that any instructions you give us comply with applicable data protection laws.
8. Confidentiality
Each party undertakes to keep confidential and not to disclose to any third party any confidential information received from the other party, except:
- as required for the proper performance of the Services;
- to professional advisers under a duty of confidentiality;
- as required by law or regulatory authority.
This obligation continues for a period of [X] years after the end of the contractual relationship.
9. Limitation of Liability
Nothing in these Terms limits or excludes either party’s liability for:
- death or personal injury caused by negligence;
- fraud or fraudulent misrepresentation;
- any other liability that cannot be limited or excluded under applicable law.
Subject to the above, we shall not be liable for:
- loss of profits, revenue or anticipated savings;
- loss of business, contracts or opportunities;
- loss or corruption of data;
- any indirect or consequential loss.
Our total aggregate liability arising out of or in connection with the Services (whether in contract, tort, negligence or otherwise) shall be limited to the total fees paid by you for the Services during the 12-month period immediately preceding the event giving rise to the claim, or such other limit as specified in the Service Agreement.
10. Termination
Either party may terminate a Service Agreement by giving written notice if the other party:
- commits a material breach of the agreement and fails to remedy it (where capable of remedy) within 30 days of receiving written notice; or
- becomes insolvent or is unable to pay its debts.
Upon termination:
- you must pay all fees due for Services performed up to the termination date; and
- any licences granted to you may be limited or revoked as specified in the Service Agreement.
11. Governing Law and Jurisdiction
These Terms and any non-contractual obligations arising out of or in connection with them are governed by the laws of England and Wales. The courts of England and Wales shall have exclusive jurisdiction to settle any dispute arising out of or in connection with these Terms.
12. Changes to These Terms
We may update these Terms from time to time. The updated version will be posted on our website with a new "Last updated" date. By continuing to use our website or Services after changes take effect, you agree to be bound by the updated Terms.