Lunar Creations Service Agreement

Welcome to Lunar Creations, a dynamic digital agency operating in Kenya. We specialize in blending innovative design, robust automation, and cutting-edge artificial intelligence to deliver measurable results for our clients. These comprehensive Terms of Service ("Terms") govern your entire relationship with us, from the initial consultation to final project delivery and ongoing support.

By accepting a project proposal, issuing a purchase order, or initiating any work with Lunar Creations, you, the Client, enter into a legally binding agreement and confirm your understanding and acceptance of these Terms in their entirety. Should you disagree with any part of these Terms, you must immediately notify us and cease using our services. These Terms apply to all of our services unless explicitly overridden by a signed, formal contract document.

Lunar Creations commits to delivering high-quality digital solutions tailored to your agreed-upon scope of work, which will be specified in a separate Project Proposal.

• Web Design & E-commerce Development: Includes responsive design for mobile and desktop, basic Search Engine Optimization (SEO) setup, content management system (CMS) integration (e.g., WordPress, Shopify), and payment gateway integration. Final deliverables are contingent on the full scope defined in the proposal.
• Automation Services (n8n, Make, Zapier): Involves the design, testing, and deployment of cloud-based workflows to connect various business applications. We deliver the final documented flow architecture. Ongoing maintenance and subscription fees for third-party platforms remain the Client's responsibility.
• AI Agency Solutions: Covers custom AI integration, consulting, model fine-tuning (where applicable), and integration of large language models (LLMs) or generative AI tools into client workflows. We deliver the configuration and integration points. The performance of the underlying third-party AI models is subject to their providers' terms and APIs.

Any service not explicitly detailed in the final Project Proposal or Scope of Work is considered out of scope and will require a change request, which may result in additional fees and timeline adjustments.

Currency and Validity: All pricing, invoices, and payment requirements are stipulated in Kenyan Shillings (KES). Formal quotations are valid for a period of thirty (30) calendar days from the date of issue.

Payment Milestones: Unless otherwise negotiated, payment is structured as follows:

1. 50% Non-Refundable Deposit: Due immediately upon signing the proposal to secure resources and commence work.
2. 25% Mid-Project Payment: Due upon completion of key milestones (e.g., design sign-off or automation blueprint approval).
3. 25% Final Balance: Due upon project completion and before the final work is handed over, deployed live, or access credentials are transferred.

Cancellations and Refunds: The initial 50% deposit is strictly non-refundable once work has commenced. If the Client terminates the project, Lunar Creations will calculate the value of all work completed to date (including time spent on meetings, research, and documentation) and invoice the Client for any balance due beyond the non-refundable deposit. No refunds are provided for completed and delivered services.

Late Payments: Invoices are due within seven (7) days of the invoice date. Late payments may incur an interest charge of 3% per month or the highest rate permitted by Kenyan law, whichever is lower, calculated daily on the outstanding balance.

The success and timely completion of the project rely on the Client's proactive participation and adherence to the following:

• Content and Materials: Providing all required text, images, logos, access credentials, and third-party account details (e.g., hosting, API keys) in the format requested by Lunar Creations within the agreed-upon timeframe.
• Licensing: Ensuring that all provided materials are legally licensed for use and do not infringe upon any third-party intellectual property or copyrights.
• Timely Approvals: Providing comprehensive feedback and final approvals within a maximum of five (5) working days for each milestone presented. Delays exceeding ten (10) working days without prior arrangement may result in project suspension and a necessary recalculation of the project timeline and cost.
• Legal Compliance: The Client is fully responsible for ensuring that the final delivered website, automation, or AI solution complies with all relevant Kenyan and international laws, including data privacy and consumer protection acts.

Client IP Ownership: The Client retains full intellectual property rights to all content, source materials, logos, and data provided to Lunar Creations for the execution of the project.

Deliverable IP Transfer: Upon **full and final payment** of all invoices relating to the project, Lunar Creations transfers to the Client the exclusive, perpetual, worldwide license to use, reproduce, and modify the final, unique visual design and custom code developed specifically for the Client.

Agency IP Retention: Lunar Creations retains all rights, title, and interest in and to our proprietary intellectual property, including:

• Internal frameworks, code libraries, development tools, boilerplate scripts, and methodology used to build the deliverable.
• Any pre-existing intellectual property used in the creation of the project.
• The right to reuse non-Client specific, generic code snippets and techniques for other clients.

The Client is granted a non-exclusive, non-transferable license to use this retained Agency IP solely for the operation and maintenance of the specific final deliverable.

When providing AI or Automation services, we integrate complex, high-performing tools. The Client must understand the inherent nature and limitations of these technologies:

Generated Outputs: AI models (including LLMs) are probabilistic and may generate incorrect, misleading, or biased information ("hallucinations"). Lunar Creations ensures best practices in prompt engineering and model selection, but the Client must perform final validation of all AI outputs before their public or operational use.

Liability for Misuse: The Client assumes full responsibility and liability for the functioning and consequences of any automation or AI solution once deployed and transferred. This includes, but is not limited to, financial losses due to automated transactional errors, data integrity issues, or legal claims arising from the ethical or legal use of AI-generated content or automated actions.

Data Handling in AI: When integrating client data into AI solutions, the Client warrants that they have all necessary permissions to use that data. Lunar Creations employs industry-standard security measures, but we cannot be held liable for any data breaches or privacy issues occurring within the infrastructure of a third-party AI model provider.

Mutual Confidentiality: Both Lunar Creations and the Client agree to maintain the strictest confidence regarding all sensitive business information, proprietary data, trade secrets, and non-public information shared during the course of the project. This obligation survives the termination of the agreement.

Data Processing: We collect and process client data only for the explicit purposes of communication, billing, service delivery, and legal compliance. We adhere to the principles of data minimization and security.

Compliance: Lunar Creations strives to comply with all relevant provisions of the Kenya Data Protection Act, 2019. We will treat any Personal Identifiable Information (PII) shared by the Client as highly sensitive and will not disclose it except as required to perform the services or as mandated by law. Upon request, we can provide further documentation on our data handling practices.

Warranty Period: We provide a thirty (30) day warranty period starting from the date of project launch, during which we will correct any bugs or errors directly attributable to our code free of charge. This warranty does not cover issues caused by third-party services, client modifications, or platform updates (e.g., new versions of WordPress).

Services "As Is": Our services are provided "as is" and without any express or implied warranties beyond the defined warranty period.

Exclusions: In no event shall Lunar Creations be liable for any indirect, special, incidental, punitive, or consequential damages, including but not limited to:

• Loss of profits, revenue, or business opportunities.
• Data corruption or data loss following project handover.
• Failures of third-party infrastructure (e.g., hosting downtime, payment gateway API outages, external email service failures).
• Actions or inaction taken by the Client based on AI-generated advice or content.

Force Majeure: Neither party shall be held responsible for any delay or failure in performance due to acts of God, war, terrorism, fire, floods, natural disasters, or government restrictions beyond their reasonable control.

Revision Rounds: The Project Proposal will specify the number of included revision rounds (e.g., one or two for design and one for development). A "revision round" constitutes a single, consolidated list of requested changes provided by the Client at a specific milestone. Any changes requested outside of these scheduled rounds, or subsequent changes that substantially alter the original scope, will be treated as a Change Request and billed separately.

Post-Launch Support: Beyond the initial 30-day warranty period, ongoing maintenance, bug fixes, updates, or content changes are not covered by the original project fee. Lunar Creations offers dedicated monthly retainer packages for continuous technical support and maintenance, which must be contracted separately.

Termination by Notice: Either party may terminate this agreement without cause by providing thirty (30) days written notice to the other party.

Termination for Cause: Lunar Creations may terminate the agreement immediately upon written notice if the Client:

• Fails to pay any amount due within fourteen (14) days after receiving written notice of non-payment.
• Breaches any material provision of these Terms or the Project Proposal.
• Engages in any conduct that materially harms our reputation.

Effect of Termination: Upon termination, the Client must immediately pay for all services rendered up to the date of termination. If termination occurs before final payment is received, Lunar Creations reserves the right to withhold all final files, access credentials, and project materials until the outstanding balance is settled.

This agreement shall be governed by, and construed in accordance with, the laws of the Republic of Kenya, without regard to its conflict of law provisions.

In the event of a dispute, the parties agree to first attempt resolution through good-faith negotiation. If negotiation fails, both parties consent to the exclusive jurisdiction and venue of the competent courts located in Kisumu, Kenya, for the resolution of any resulting legal action.

Lunar Creations reserves the sole right to revise and amend these Terms of Service periodically to reflect changes in our services, technology, or legal requirements. We will notify Clients of any material (significant) changes via email or a prominent notice on our website at least fifteen (15) days before the new terms take effect. Continued engagement with Lunar Creations after the effective date of the updated Terms constitutes acceptance of the new provisions.

We are dedicated to transparency and welcome any questions or requests for clarification regarding these Terms. Please direct all formal inquiries to the following:

• Email Address: info@lunarcreations.tech
• Business Address (For formal notice): Lunar Creations, P.O. Box 12345, Kisumu, Kenya.