1. Introduction
1.1 These Terms and Conditions govern your use of our digital UX design and software development services ("Services") and form a legal agreement between you ("Client") and Lightning UX Ltd., a company registered in England (company number: 14842118), with the registered address at Lightning UX Ltd., 7 Wessex Avenue, Shillingstone, Blandford Forum, Dorset, England, DT11 0TG ("Lightning UX Ltd", "we", "us", "our").
1.2 By purchasing, using or continuing to use our Services, you agree to be bound by these Terms and Conditions. If you do not agree to these terms, please do not use our Services.
1.3 The Services are offered to Clients acting in the course of business and not as consumers. The Client represents that it is entering into this agreement wholly or mainly for purposes relating to its trade, business, craft or profession.
2. Services
2.1 Lightning UX Ltd. provides digital UX design and software development services on a subscription or project basis. The scope, priorities, assumptions and deliverables may also be set out in an order form, proposal, statement of work or other written agreement between the parties.
2.2 Where the Client purchases a subscription, Lightning UX Ltd. provides the Client with deliverables one request at a time unless otherwise agreed in writing.
2.3 Lightning UX Ltd. will not work on multiple Client requests at the same time unless otherwise agreed. Once the Client is satisfied with the outcome of a request, work on the next request will begin.
2.4 Unless otherwise agreed in writing, a subscription includes a maximum of 40 hours of work per month, regardless of the number of requests submitted by the Client.
2.5 Lightning UX Ltd. will give as much advance notice as reasonably practicable of anticipated periods when work will not take place, such as public holidays, staff annual leave or sick leave, so that the parties can agree suitable arrangements.
2.5.1 Lightning UX Ltd. will work with the Client to agree a suitable solution for planned leave periods, which may include work being completed in advance, a credit or discount against a later subscription period, or the use of a suitable contractor during the absence.
2.5.2 Lightning UX Ltd. staff are entitled to a maximum of 32 days of annual leave per year, excluding UK public holidays. This entitlement does not change based on the Client's location.
3. Refund Policy
3.1 If the Client requests a refund before requesting any work, the Client may receive a partial refund of 80%. The retained amount covers administrative and account set-up work.
3.2 Once the Client has requested work, Lightning UX Ltd. does not offer refunds because time and capacity have already been committed to delivering the Client's work.
3.3 Lightning UX Ltd. does not offer refunds solely because the Client is unhappy with a design. Lightning UX Ltd. will work with the Client to meet the agreed brief, including revisions and iterations within the applicable scope of Services.
4. Intellectual Property and Copyright
4.1 Subject to payment in full of all amounts due, work created specifically for the Client under the agreed scope is the property of the Client. Lightning UX Ltd. claims no ownership of those Client-specific deliverables, except for pre-existing materials, tools, libraries, frameworks, know-how and third-party materials.
4.2 Subject to clause 4.1, the Client owns the copyright in the Client-specific deliverables.
4.3 To the extent that any operation of law would otherwise cause Lightning UX Ltd. to own a Client-specific deliverable, Lightning UX Ltd. assigns its interest in that deliverable to the Client upon payment in full, excluding the materials reserved under clause 4.1.
4.4 The Client warrants that all materials it provides to Lightning UX Ltd. are owned or properly licensed by the Client and do not infringe or misappropriate any third party's rights, including intellectual property, privacy and publicity rights.
5. Feedback
5.1 Lightning UX Ltd. may use feedback supplied by the Client to improve its Services and is not obliged to keep feedback confidential unless the feedback contains the Client's Confidential Information or the parties have agreed otherwise in writing.
6. Website and Terms Changes
6.1 Lightning UX Ltd. may change its website and these Terms and Conditions from time to time. Material changes will apply to Services purchased or renewed after the updated terms are published, unless the parties agree otherwise in writing.
6.2 By purchasing, renewing or continuing to use the Services after updated terms take effect, the Client agrees to the then-current Terms and Conditions.
7. Client Responsibility
7.1 The Client is responsible for the accuracy, quality, legality and integrity of all data, content, instructions and materials it supplies or makes available in connection with the Services, and for maintaining appropriate copies and backups.
7.2 The Client must conduct itself professionally. Lightning UX Ltd. may suspend or cancel Services for abusive, threatening, harassing or otherwise seriously unprofessional conduct. No refund will be issued for Services cancelled on this basis.
8. Publicity
8.1 Lightning UX Ltd. may display and discuss completed work through websites, portfolios, social media, blogs, podcasts, videos and similar channels unless the parties agree otherwise in writing. A confidentiality agreement or non-disclosure agreement agreed by the parties takes precedence over this clause to the extent of any conflict.
9. Software Development, Security and Deployment
9.1 In these terms, "Software" means source code, applications, websites, APIs, integrations, automations, scripts, configurations, infrastructure definitions, databases, prototypes and related technical deliverables created or supplied as part of the Services.
9.2 Lightning UX Ltd. will use reasonable skill and care and commercially reasonable efforts to follow generally accepted software development practices current at the time of the work and to implement safeguards proportionate to the agreed scope. Unless expressly included in writing, the Services do not include a formal security audit, penetration test, legal or regulatory compliance assessment, certification, or continuous security monitoring.
9.3 The Client acknowledges that no Software can be guaranteed to be uninterrupted, error-free, invulnerable or completely secure. Lightning UX Ltd. does not warrant that Software will be free from defects or vulnerabilities, resist every present or future attack, operate with every third-party system, or satisfy any requirement that the Client has not disclosed and agreed with Lightning UX Ltd. in writing.
9.4 The Client has sole responsibility for deciding whether, when and how Software is accepted, released or deployed. Before making Software available to real end-users or using it with live, personal, confidential, commercially sensitive or regulated data, the Client must test and validate it in an appropriate non-production environment and satisfy itself that it is safe, secure, resilient, accessible, legally compliant, fit for its intended purpose and suitable for the Client's systems, users, risk profile and regulatory obligations.
9.5 Before production deployment, and periodically thereafter where appropriate to the risk, the Client must arrange for an independent, appropriately qualified third party to review the Software and its intended environment against the Client's security and compliance requirements. That review should include penetration testing, code, dependency, configuration and architecture review, privacy and data-protection assessment, and any industry-specific testing or certification reasonably required for the intended use. The Client must not deploy or continue to use the Software until it is satisfied with the review and has remedied, mitigated or formally accepted all material findings.
9.6 The Client must promptly give Lightning UX Ltd. sufficient written details of any suspected defect, vulnerability, incident or third-party finding, together with relevant evidence and reasonable access needed to investigate. Lightning UX Ltd. will work in good faith with the Client to agree a proportionate resolution. Remediation outside the original agreed scope, or made necessary by Client or third-party changes, will be subject to an agreed change in scope, timing and fees. Any assistance, review or remediation by Lightning UX Ltd. does not transfer the Client's responsibility for deployment approval or ongoing operation.
9.7 Unless expressly included in the ongoing Services, the Client is responsible for production hosting and configuration, identity and access management, credentials and secrets, backups and recovery, monitoring and alerting, incident response, dependency and security updates, third-party services, business continuity, user administration and all modifications made after handover.
9.8 Subject to clause 11 and to the fullest extent permitted by law, Lightning UX Ltd. is not liable for any cyberattack, hacking, unauthorised access, malware, security incident, data breach, data loss or corruption, outage, malfunction, unintended behaviour or failure of Software arising after delivery or deployment, or arising from the Client's deployment decision, failure to test or remediate, instructions, data, systems, configuration, access controls, modifications or use outside the agreed scope; from a third-party product, service, library, platform or person; or from a threat or vulnerability that could not reasonably have been identified at the time the Services were performed.
9.9 The Client will indemnify Lightning UX Ltd. against third-party claims, regulatory actions, losses, damages and reasonable professional costs arising from the Client's unlawful data or instructions, breach of clauses 9.4 to 9.7, or deployment or use of Software contrary to these terms or Lightning UX Ltd.'s written guidance, except to the extent directly caused by Lightning UX Ltd.'s breach of these terms, negligence, fraud or wilful misconduct.
10. Artificial Intelligence and Agentic Workflows
10.1 The Client acknowledges and agrees that Lightning UX Ltd. may use artificial intelligence, machine-learning, automated coding, data-analysis and agentic tools and workflows to provide the Services. These may be supplied or hosted by third parties, including OpenAI, Anthropic and Google, and by other model, agent, cloud, observability and software providers selected by Lightning UX Ltd. (together, "AI Providers").
10.2 The Client authorises Lightning UX Ltd. to transmit to, and permit the processing and storage by, AI Providers of Client-supplied prompts, files, documents, code, content, datasets, outputs, metadata and other materials to the extent reasonably necessary to provide the Services or analyse data requested by the Client. Such processing may take place outside the United Kingdom and is subject to the applicable provider's technical controls and contractual terms.
10.3 To the extent that Lightning UX Ltd. acts as the Client's processor of personal data, the Client grants general written authorisation for Lightning UX Ltd. to appoint AI Providers as sub-processors for the purposes in clause 10.2. Lightning UX Ltd. will, where required by applicable data-protection law, provide information about material sub-processors and a reasonable opportunity to object on substantiated data-protection grounds. The parties will enter into any data-processing agreement required by law before the relevant processing begins, and that agreement will prevail over these terms in relation to personal-data processing.
10.4 The Client is responsible for ensuring that it has all rights, licences, lawful bases, notices, consents and permissions needed for Lightning UX Ltd. and the relevant AI Providers to process Client-supplied materials as contemplated by these terms. The Client must not provide special-category personal data, criminal-offence data, export-controlled information, authentication secrets, payment-card data or other highly sensitive or regulated information for use with AI Providers unless the parties have expressly agreed the need, scope and safeguards in writing.
10.5 If the Client requires particular AI Providers to be used or excluded, or requires specific retention, residency, training-use or security settings, it must notify Lightning UX Ltd. in writing before the relevant work begins. Lightning UX Ltd. will use commercially reasonable efforts to accommodate agreed restrictions, but they may require a change to scope, timing, method or fees, and some Services may not be available without the relevant provider.
10.6 The Client acknowledges that AI and agentic workflows are probabilistic, may operate with a degree of autonomy and can be experimental or non-deterministic. Their internal reasoning and actions may not be fully visible or reproducible. Outputs, analysis and agentically generated Software may be inaccurate, incomplete, biased, insecure, unsuitable, defective or produce unintended results, even where reasonable review and safeguards are used.
10.7 Lightning UX Ltd. will apply reasonable human oversight, review and testing appropriate to the agreed scope, but does not warrant that AI-assisted or agentically generated work will be free from error or defect. The Client must independently review and validate all material outputs and Software before relying on or deploying them and remains responsible for the decisions, actions and production use based on those outputs.
10.8 Subject to clause 11 and to the fullest extent permitted by law, Lightning UX Ltd. is not liable for defects, inaccuracies, omissions, insecure code, unintended agent actions, provider outages or changes, data loss, confidentiality failures or other loss caused by the inherent limitations of AI or agentic technology, by an AI Provider, or by the Client's failure to carry out the review and validation required by these terms.
11. Limitation of Liability
11.1 Nothing in these terms excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, breach of any obligation that cannot lawfully be excluded or limited, or any other liability to the extent that exclusion or limitation is prohibited by law.
11.2 Subject to clause 11.1, Lightning UX Ltd. will not be liable, whether in contract, tort (including negligence), breach of statutory duty, misrepresentation, restitution or otherwise, for any indirect or consequential loss, or for loss of profit, revenue, business, contracts, anticipated savings, opportunity, goodwill, reputation, use or data.
11.3 Subject to clause 11.1, Lightning UX Ltd.'s total aggregate liability arising out of or in connection with the Services, Software, AI Providers and agentic workflows will not exceed the total fees actually paid by the Client to Lightning UX Ltd. for the affected Services during the 12 months immediately preceding the event giving rise to the claim.
11.4 Each limitation and exclusion in these terms applies to the maximum extent permitted by law and is intended to be severable. If any part is found unenforceable, it will be treated as modified to the minimum extent necessary to make it enforceable, and the remaining terms will continue in effect.
12. Governing Law
12.1 These Terms and Conditions 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 have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with them.
13. Contact
13.1 If you have any questions or concerns about these Terms and Conditions, please contact Lightning UX Ltd. at 7 Wessex Avenue, Shillingstone, Blandford Forum, Dorset, England, DT11 0TG or email hello@lightningux.design.