Terms of Service
1. Agreement to Terms
These Terms of Service constitute a legally binding agreement between you ("Client", "you", "your") and Luminoxa Research Labs, operating as ANDLAH ("we", "us", "our").
By accessing andlah.com, registering on app.andlah.com, submitting an enquiry, or engaging ANDLAH to deliver any service, you confirm that:
- You have read, understood, and agree to these Terms
- You are at least 18 years old and have legal capacity to enter into this agreement
- If acting on behalf of a company, you have authority to bind that company
If you do not agree to these Terms, you must not use our website or services.
2. Services
2.1 Service Offerings
ANDLAH provides the following services (individually or in combination):
- Website Design & Development
- Business Automation & CRM Implementation
- IT & Technical Support
- Branding & Identity Design
- Digital Marketing
- Cloud & Infrastructure Setup
2.2 Project Scope
All services are delivered based on a written project proposal or statement of work ("Scope Document") agreed between ANDLAH and the Client before work commences. Any work outside the agreed scope will be treated as a separate engagement and will be subject to additional fees.
2.3 Service Standards
ANDLAH will deliver services with reasonable skill and care, consistent with industry standards. We do not guarantee specific outcomes including revenue increases, search rankings, or conversion rates, unless explicitly stated in the Scope Document.
2.4 Third-Party Tools
ANDLAH may use third-party platforms (e.g., HubSpot, Zoho, Shopify, Zapier) to deliver services. The Client is responsible for reviewing and accepting those platforms' own terms. ANDLAH is not liable for changes, outages, or price changes by third-party providers.
3. Portal Access & Accounts
3.1 Account Registration
Access to the client portal (app.andlah.com) requires registration. You agree to provide accurate, complete, and current information and to keep it updated.
3.2 Account Security
You are responsible for maintaining the confidentiality of your login credentials and for all activities under your account. Notify us immediately at info@andlah.com if you suspect unauthorised access.
3.3 Acceptable Use
You agree not to:
- Share your login credentials with third parties
- Use the portal for any unlawful purpose
- Attempt to reverse-engineer, scrape, or disrupt the platform
- Upload malicious code or harmful content
- Impersonate any person or entity
4. Client Obligations
To enable ANDLAH to deliver services effectively, the Client agrees to:
- Provide accurate and complete project briefs and requirements
- Respond to requests for feedback, approvals, and content within agreed timeframes
- Ensure any content, logos, or materials provided do not infringe third-party rights
- Make payments according to the agreed payment schedule
- Designate a primary point of contact for project communication
- Provide necessary access to platforms and tools required for delivery
Delays caused by the Client's failure to provide required materials or approvals may result in revised timelines and may incur additional charges. ANDLAH will not be held liable for delays arising from Client-side bottlenecks.
5. Payment Terms
5.1 Payment Structure
Unless otherwise agreed in writing, all projects follow this payment schedule:
70%
Upfront
Before work commences
30%
On Completion
Before final handover
5.2 Invoicing & Currency
Invoices are issued in the currency agreed in the project proposal. Payment is due within 7 days of invoice date unless otherwise agreed. All fees are exclusive of applicable taxes (VAT, GST, etc.) which will be added where required by law.
5.3 Late Payment
Overdue payments may incur interest at 1.5% per month (or the maximum rate permitted by law, whichever is lower). ANDLAH reserves the right to suspend work or withhold deliverables until outstanding payments are received.
5.4 Refunds
The upfront deposit (70%) is non-refundable once work has commenced. Where ANDLAH is unable to complete the project due to circumstances on our side, a prorated refund will be issued based on work completed.
5.5 Retainer Services
For ongoing retainer services (e.g., IT Support, Digital Marketing), payment is due monthly in advance. Retainers may be cancelled with 30 days written notice.
6. Intellectual Property
6.1 Client-Owned Deliverables
Upon receipt of full payment, ANDLAH assigns to the Client all intellectual property rights in the custom deliverables created specifically for the Client under the agreed scope (e.g., website code, design assets, brand materials).
6.2 ANDLAH-Retained IP
ANDLAH retains ownership of:
- Pre-existing tools, frameworks, templates, and methodologies used in delivery
- Internal processes, proprietary code libraries, and know-how
- Any work produced prior to receipt of the upfront payment
6.3 Portfolio Rights
ANDLAH reserves the right to feature completed work in its portfolio, case studies, and marketing materials, unless the Client requests confidentiality in writing prior to project commencement.
6.4 Client Content
The Client retains full ownership of all content, data, logos, and materials provided to ANDLAH. By providing such materials, you grant ANDLAH a limited licence to use them solely for the purpose of delivering the agreed services.
7. Confidentiality
Each party agrees to keep confidential all non-public information received from the other party, including business strategies, technical specifications, pricing, and client data.
Confidential Information may only be disclosed to employees or contractors who need it to deliver the services, and must not be shared with third parties without prior written consent.
This obligation survives termination for a period of 3 years.
8. Warranties & Disclaimers
8.1 ANDLAH Warranties
ANDLAH warrants that:
- Services will be delivered with reasonable skill and care
- Deliverables will materially conform to the agreed Scope Document
- ANDLAH has the right to enter into this agreement and deliver the services
8.2 Disclaimer
Except as expressly stated above, services are provided "as is" without warranties of any kind. ANDLAH does not warrant that websites or systems delivered will be error-free or uninterrupted after handover. Post-handover maintenance requires a separate support agreement.
9. Limitation of Liability
To the maximum extent permitted by applicable law:
- ANDLAH's total liability shall not exceed the total fees paid by the Client in the 3 months preceding the claim
- ANDLAH shall not be liable for indirect, incidental, consequential, or punitive damages, including loss of profit, revenue, data, or goodwill
- ANDLAH is not liable for third-party platform outages, changes, or price increases
- ANDLAH is not liable for delays caused by circumstances outside our reasonable control (force majeure)
Some jurisdictions do not allow certain liability exclusions. In such cases, ANDLAH's liability shall be limited to the fullest extent permitted by applicable law.
10. Indemnification
The Client agrees to indemnify, defend, and hold harmless ANDLAH, its directors, employees, and contractors from claims, damages, losses, and expenses (including legal fees) arising from:
- Your breach of these Terms
- Content or materials you provided that infringe third-party rights
- Your unlawful use of our services or platform
- Actions or omissions of your team, agents, or contractors
11. Termination
11.1 Termination by Client
The Client may terminate a project engagement with 14 days written notice. Work completed up to the termination date will be invoiced at a prorated rate. The upfront deposit is non-refundable.
11.2 Termination by ANDLAH
ANDLAH may terminate immediately if:
- The Client fails to make payment within 14 days of the due date
- The Client breaches these Terms and fails to remedy within 7 days of notice
- The Client engages in abusive, threatening, or unlawful behaviour
- Continuing the engagement would violate applicable law
11.3 Effect of Termination
Upon termination, ANDLAH will provide all completed deliverables up to that date, subject to payment of outstanding fees. Portal access will be revoked within 30 days. Data will be handled per the Privacy Policy.
12. Data Processing
Where ANDLAH processes personal data on behalf of the Client (acting as a data processor under GDPR), both parties agree to:
- Process data only as instructed by the Client (the data controller)
- Implement appropriate technical and organisational security measures
- Assist the Client with data subject rights requests
- Notify the Client within 24 hours of becoming aware of a data breach
- Delete or return all Client data upon termination
A full Data Processing Agreement (DPA) is available for enterprise clients requiring GDPR Article 28 compliance. Contact privacy@andlah.com.
13. Governing Law
These Terms are governed by the laws applicable to Luminoxa Research Labs' jurisdiction of incorporation, without regard to conflict of law provisions.
For clients in the European Union, mandatory consumer protection provisions of your country of residence shall apply. For clients in the United States, relevant federal and state laws shall apply.
14. Dispute Resolution
14.1 Informal Resolution
Before initiating formal proceedings, both parties agree to attempt informal resolution by contacting info@andlah.com. We will make reasonable efforts to resolve the issue within 30 days.
14.2 Mediation & Arbitration
If informal resolution fails, disputes shall be submitted to binding arbitration under internationally recognised arbitration rules, unless prohibited by applicable law in your jurisdiction.
14.3 EU Users: Online Dispute Resolution
EU consumers may use the European Commission's Online Dispute Resolution platform: ec.europa.eu/consumers/odr
15. General Provisions
16. Contact
For all enquiries regarding these Terms:
Company: Luminoxa Research Labs (ANDLAH)
Website: andlah.com
General: info@andlah.com
Privacy / DPA: privacy@andlah.com
Portal: app.andlah.com