Terms of Engagement

This Master Services Agreement ("MSA") is a legally binding contract between Lumosoft (Pty) Ltd and the Client. By accepting a Project Proposal, paying a setup fee, or utilizing a Lumosoft Managed Platform, the Client explicitly agrees to be bound by the terms, financial parameters, and intellectual property conditions outlined herein.

In this Agreement, unless the context dictates otherwise, the following technical and legal terms carry these specific definitions:

3.1 Proposal Authority: The precise scope of every engagement is explicitly mapped in a dedicated Project Proposal or SOW. The Proposal dictates the architecture, specific deliverables, features, and deployment timeline. Any features, integrations, or workflows not explicitly documented in the executed Proposal are strictly deemed out-of-scope.

3.2 Scope Creep & Change Requests: In software engineering, parameters evolve. Should the Client require modifications to the agreed architecture during active development (Change Requests), the Firm will halt production to evaluate the technical impact. Change Requests will result in a timeline extension and additional capital expenditure, which must be approved in writing via an amended SOW prior to execution.

3.3 Technical Autonomy: The Firm reserves the absolute right to determine the programming languages (e.g., Python/Django), cloud architecture (e.g., AWS, GCP), libraries, and technical methodologies utilized to deliver the system, provided they meet the operational requirements outlined in the Proposal.

Enterprise software deployment requires rapid, decisive collaboration. The Firm's ability to meet delivery timelines is contingent upon the Client fulfilling the following obligations:

• Single Point of Contact: Appoint a single, authoritative representative with the power to approve milestones, provide technical requirements, and sign off on deployments.
• Asset Delivery: Supply all required brand assets, copywriting, third-party API keys, and operational logic within the timeframes requested by the Firm.
• Timely Feedback: Review staging deployments and provide consolidated feedback within three (3) business days. Delays in Client feedback directly and proportionately extend the final delivery timeline.
• Third-Party Compliance: Ensure that any third-party software, data, or APIs provided by the Client for integration are legally licensed and compliant with all applicable laws.

Lumosoft operates under two primary financial models based on the nature of the technical deployment:

5.2 Payment Channels & Arrears: Invoices are payable upon receipt via direct Electronic Funds Transfer (EFT) into the official Lumosoft (Pty) Ltd FNB Business Account, or via our approved transactional gateways. Accounts in arrears beyond 14 days will incur a penalty of 2% per month. The Firm maintains the right to suspend API access, cloud hosting, and active development on delinquent accounts.

5.3 Tax Liabilities: All quoted figures are exclusive of Value Added Tax (VAT) or applicable withholding taxes unless explicitly stated. The Client is responsible for any applicable taxes arising from the transaction.

The allocation of Intellectual Property (IP) depends entirely on the Client's chosen deployment model. We maintain strict lines regarding code ownership to protect our proprietary engineering frameworks.

6.1 Pre-Existing Intellectual Property

Client IP: The Client retains full ownership of all pre-existing intellectual property, trademarks, logos, and proprietary data provided to the Firm for the purpose of the Project.

Firm IP: The Firm retains full, unencumbered ownership of all pre-existing code, libraries, core engines, development frameworks, and methodologies utilized to build the system.

6.2 Managed Platforms (Subscription)

When renting a Managed Platform, the Firm retains 100% ownership of the software, source code, and underlying architecture. The Client is granted a non-exclusive, non-transferable, revocable license to utilize the system for the duration of their active subscription. The Client retains absolute ownership of all business data inputted into the system and may export it upon request.

6.3 Custom Asset Builds

For fully bespoke engineering projects, upon receipt of the final project payment, the Firm transfers ownership of the specific, custom-written Deliverables (the unique application logic and UI) to the Client. However, the Firm permanently retains ownership of:

• Underlying open-source components (governed by their respective licenses like MIT or GPL).
• Proprietary base-code and architectural boilerplates used to bootstrap the application.
• The right to utilize anonymized algorithms, design patterns, and general engineering know-how developed during the project for future endeavors.

Both parties agree to hold in strict confidence all non-public, proprietary information received from the other party. This includes, but is not limited to, business plans, financial models, source code, API keys, algorithmic logic, and customer databases.

This confidentiality obligation survives the termination of this Agreement for a period of three (3) years. Confidential information does not include data that is already in the public domain, becomes publicly available through no fault of the receiving party, or is independently developed by engineers without access to the disclosing party's data.

If required, the Firm is willing to execute a standalone Non-Disclosure Agreement (NDA) prior to the Discovery phase.

8.1 Professional Execution: The Firm warrants that all engineering and development services will be performed with the reasonable skill, care, and diligence expected of a professional software development agency.

8.2 Third-Party Dependencies: The Firm utilizes third-party infrastructure (e.g., AWS, Stripe, Google APIs). We cannot warrant the continuous availability or performance of third-party platforms and are not liable for outages caused by upstream providers.

8.3 Absolute Liability Cap: Under no circumstances—whether in contract, tort (including negligence), or otherwise—shall the Firm, its directors, or engineers be liable for any indirect, consequential, punitive, or operational damages (including loss of profits, data corruption, or business interruption). The Firm's total aggregate liability arising from this Agreement shall never exceed the total capital actually paid by the Client to the Firm for the specific Project giving rise to the claim.

9.1 Post-Deployment Warranty (Custom Builds): Custom projects include a complimentary thirty (30) day technical warranty period post-deployment. During this window, the Firm will rectify any critical bugs directly related to the contracted scope at no additional cost. Feature additions or logic changes requested during this period are not bugs and require a separate billing scope.

9.2 Managed Platform Support: Managed Subscription platforms include ongoing technical support, AWS server monitoring, SSL provisioning, and database backups as part of the monthly fee. Support requests must be logged via the Client Portal or designated email channels. The Firm aims to acknowledge critical system outages within 4 hours during standard business hours (SAST).

10.1 Termination for Convenience:

• Managed Platforms: May be terminated by the Client at any time with 30 days written notice. Data will be exported and the instance destroyed.
• Custom Builds: May be terminated early by the Client, provided that the Client assumes immediate financial liability for all engineering hours and expenses executed up to the exact date of termination notice.

10.2 Termination for Cause: The Firm reserves the absolute right to terminate this Agreement immediately, without refund, under the following vectors:

• The Client defaults on payment terms exceeding 30 days.
• The Client utilizes the deployed software or infrastructure to facilitate illegal activities, spam, or malicious cyber operations.
• The Client engages in persistent abusive or unprofessional behavior toward the Firm's staff or engineers.

10.3 Post-Termination Obligations: Upon termination, the Client's access to Managed Platforms will be revoked. For Custom Builds, upon settlement of all outstanding invoices, the Firm will package and deliver the compiled Deliverables and source code as it stands.

11.1 Governing Law & Jurisdiction: This Agreement shall be governed by, construed, and enforced in accordance with the laws of the Republic of South Africa. Both parties irrevocably consent to the exclusive jurisdiction of the South African courts for any dispute resolution.

11.2 The Agency Portfolio: Unless explicitly restricted by a signed NDA, the Firm reserves the right to display the completed system, reference the Client's corporate name, and display the Client's logo within our System Portfolio and marketing materials to demonstrate our architectural capabilities.

11.3 Force Majeure: Neither party shall be held liable for failure to perform contractual duties (excluding payment obligations) if such failure is caused by events beyond reasonable control, including but not limited to acts of God, national internet backbone failures, prolonged power grid failure (Load Shedding beyond standard UPS/Generator mitigations), or global pandemics.

11.4 Severability & Entire Agreement: Should any clause in this Agreement be deemed unenforceable by a competent court, the remaining clauses shall survive in full operational effect. This MSA, combined with specific Project Proposals, constitutes the entire agreement between the parties, superseding all prior discussions, emails, or verbal agreements.

For inquiries regarding this Master Services Agreement, project proposals, or to initiate a secure data deletion request, please contact our administrative command center directly.