Terms & Conditions

1. Introduction and Definitions

1.1. These Terms and Conditions ("Terms") govern the provision of all services by Light Visualisation Limited, trading as LYT. Company number 15052090, VAT number 448-581-656. Registered Business Address 4th Floor, 14 Museum Place, Cardiff, CF10 3BH, United Kingdom. ("the Company", "LYT", "we", "us") to its clients ("the Client", "you") and shall form part of the agreement between the Company and the Client.

1.2. By engaging the Company's services, you agree to be bound by these Terms to the exclusion of all other terms and conditions (including any terms or conditions which you purport to apply under any purchase order, confirmation of order, specification or other

document).

1.3. Definitions:

"Agreement": The contract between the Company and the Client for the provision of Services, comprising these Terms, the Proposal, and any Statement of Work (SOW).
"Client Material": Any documents, data, information, or other materials provided by the Client to the Company.
"Company Intellectual Property": All intellectual property rights (including, without limitation, copyright, designs, trademarks, patents, and any other similar rights) owned or licensed by the Company prior to or independently of the Agreement.
"Consumer": An individual acting for purposes which are wholly or mainly outside that individual’s trade, business, craft or profession. * "Deliverables": All works, materials, specifications, designs, plans, digital assets, reports, or other outputs prepared by the Company in the course of providing the Services.
"Distance Contract": A contract concluded between LYT and a Consumer under an organised distance sales or service-provision scheme without the simultaneous physical presence of LYT and the Consumer, with the exclusive use of one or more means of distance communication up to and including the time at which the contract is concluded.
"Effective Date": The date on which the Client formally accepts the Proposal or SOW, or the date of commencement of Services, whichever is earlier.
"Fees": The charges payable by the Client for the Services, as set out in the Proposal.
"Off-Premises Contract": A contract concluded between LYT and a Consumer:
- (a) in the simultaneous physical presence of LYT and the Consumer, in a place which is not LYT’s business premises;
- (b) where an offer was made by the Consumer in the simultaneous physical presence of LYT and the Consumer, in a place which is not LYT’s business premises;
- (c) on LYT’s business premises or through any means of distance communication immediately after the Consumer was personally and individually addressed in a place which is not LYT’s business premises in the simultaneous physical presence of LYT and the Consumer; or
- (d) during an excursion organised by LYT with the aim of promoting and selling services to the Consumer.
"Proposal": A document (which may include a Statement of Work) prepared by the Company outlining the specific Services, Fees, timelines, and other relevant details for a particular project or engagement.
"Services": The architectural design, interior design, digital agency services, property development consultancy, or other related services to be provided by the Company to the Client, as detailed in the Proposal.
"Third Party IP": Intellectual property rights belonging to a third party.

2. Scope of Services

2.1. The Company shall provide the Services to the Client as described in the mutually agreed Proposal. Any changes or additions to the

Services must be agreed in writing by both Parties and may result in additional Fees and/or extended timelines.

2.2. The Company will perform the Services with reasonable skill and care, to a standard consistent with good industry practice in the United Kingdom. For Consumers, this means the Services will be carried out with reasonable care and skill, and where a price and time have not been agreed, at a reasonable price and within a reasonable time, as required by the Consumer Rights Act 2015.

2.3. LYT's services broadly encompass:

Architectural Services: Including concept design, detailed design, planning application assistance, technical drawing, and project coordination.
Interior Design: Including space planning, material and finish specification, furniture selection, and styling.
Digital Agency Services: Including branding, logo design, website development, content creation, social media strategy, search engine optimisation (SEO), public relations (and other digital marketing activities).
Property Development Consultancy: Including feasibility studies, site analysis, strategic advice, and design-led development concepts. Note: This typically refers to design and advisory services, not direct property sales or construction for a Consumer, which would require separate, bespoke agreements (e.g., specific building contracts, joint venture agreements for landowners).

2.4. Unless explicitly stated in the Proposal, the Services do not include services beyond those described, such as structural

engineering, quantity surveying, legal advice, or the direct management of construction contractors.

3. Fees and Payment

3.1. The Client shall pay the Fees to the Company as set out in the Proposal. All Fees are exclusive of VAT, which shall be added at the prevailing UK rate where applicable (VAT Registration Number: 448-581-656).

3.2. Payment terms will be specified in the Proposal (e.g., upfront deposit, staged payments, monthly invoicing). Unless otherwise specified, invoices are payable within 30 days of their issue date.

3.3. If any payment is not made by the due date:

For B2B Clients: The Company reserves the right to charge interest on the overdue amount at the rate of 8% per annum above the Bank of England base rate, calculated from the due date until the date of actual payment, compounded daily, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. The Company may also suspend provision of Services until full payment is received.
For Consumers: The Company may charge reasonable interest on overdue amounts, which will be specified in the Proposal. The Company may also suspend provision of Services until full payment is received, provided reasonable notice has been given.

3.4. The Client shall pay for any reasonable expenses incurred by the Company in the course of providing the Services, provided these expenses have been agreed in advance or are reasonably necessary for the completion of the Services as outlined in the Proposal.

4. Client Responsibilities

4.1. The Client shall provide the Company with all necessary information, Client Material, access, and cooperation required for the Company to perform the Services in a timely and efficient manner.

4.2. The Client is responsible for the accuracy and completeness of all Client Material provided to the Company.

4.3. The Client shall designate a primary point of contact with authority to make decisions and provide approvals relating to the Services.

4.4. Any delays in the Client's performance of its obligations may result in delays to the Company's delivery of Services, for which the Company shall not be liable, and may incur additional Fees.

4.5. The Client warrants that it has the right to use any Client Material provided to the Company and that its use by the Company will not infringe any third-party intellectual property rights. The Client shall indemnify the Company against any claims, damages, losses, or costs arising from any such infringement. (For Consumers, this indemnity is limited to direct, foreseeable losses and does not affect your statutory rights).

5. Intellectual Property Rights

5.1. Company Intellectual Property: All Company Intellectual Property remains the sole property of LYT.

5.2. Deliverables: Upon full and final payment of all Fees due under the Agreement, the Company shall assign to the Client the intellectual property rights in the Deliverables specifically created for the Client under the Proposal, excluding any Company Intellectual Property or Third Party IP incorporated therein. This assignment is solely for the Client's internal use and the specific

purposes for which the Deliverables were created.

5.3. Company's Right to Use: Notwithstanding Clause 5.2, the Client grants LYT a perpetual, worldwide, royalty-free, non-exclusive licence to use the Deliverables (including images, descriptions, and results) for its own marketing and promotional purposes, including but not limited to, showcasing on its website, in portfolios, and in proposals to prospective clients.

5.4. Third Party IP: Where the Services involve the use of Third Party IP (e.g., stock photography, specific software licences, font licences), the Client acknowledges that separate licences may be required, and the cost and terms of such licences are the Client's responsibility unless otherwise explicitly agreed in the Proposal.

5.5. No Right to Modify: The Client may not modify, adapt, or create derivative works from the Deliverables without prior written consent from the Company, unless specifically agreed within the Proposal.

6. Confidentiality

6.1. Both Parties agree to keep confidential all confidential information exchanged during the course of the Services, which includes, but is not limited to, business plans, financial information, client lists, project details, trade secrets, and technical specifications.

6.2. This obligation of confidentiality shall not apply to information that:

Is or becomes publicly available without breach of these Terms.
Was known to the receiving Party prior to disclosure by the other Party.
Is independently developed by the receiving Party without reliance on confidential information.
Is required to be disclosed by law or by a regulatory authority.

7. Data Protection

7.1. Both Parties shall comply with all applicable data protection laws, including the UK General Data Protection Regulation (GDPR) and the Data Protection Act 2018.

7.2. Where LYT processes personal data on behalf of the Client (e.g., for digital marketing services for a B2B client), LYT shall act as a data processor, and the Client as the data controller. In such cases, the Parties agree to enter into a separate Data Processing Addendum (DPA) if required by law.

7.3. LYT will implement appropriate technical and organisational measures to protect any personal data processed in connection with the Services against unauthorised or unlawful processing and against accidental loss, destruction, or damage. For Consumers, please refer to our Privacy Policy for full details on how we collect, use, and protect your personal data.

8. Consumer Rights (Applicable to Consumers Only)

8.1. Right to Cancel (Cooling-Off Period):

If you are a Consumer and the Agreement is a Distance Contract or an Off-Premises Contract, you have the right to cancel this Agreement within 14 days without giving any reason.
The cancellation period will expire after 14 days from the Effective Date of the Agreement.
To exercise the right to cancel, you must inform us of your decision to cancel this Agreement by a clear statement (e.g., a letter sent by post or email) to: Light Visualisation Limited, 4th Floor, 14 Museum Place, Cardiff, CF10 3BH, United Kingdom. Email: hello@lytgroup.co.uk.
You may use the model cancellation form provided at the end of these Terms, but it is not obligatory.

8.2. Effects of Cancellation:

If you cancel this Agreement within the 14-day cooling-off period, we will reimburse to you all payments received from you, including the costs of delivery (if any), without undue delay and in any event not later than 14 days after the day on which we are informed about your decision to cancel this Agreement.
We will carry out such reimbursement using the same means of payment as you used for the initial transaction, unless you have expressly agreed otherwise; in any event, you will not incur any fees as a result of such reimbursement.

8.3. Services Started During Cancellation Period:

If you requested us to begin the performance of Services during the cancellation period, you shall pay us an amount which is in proportion to what has been performed until you have communicated us your cancellation of this Agreement, in comparison with the full coverage of the Agreement.
You will lose your right to cancel if the Services are fully performed during the cancellation period, and you acknowledge that this will happen.

8.4. Statutory Rights: Nothing in these Terms affects your statutory rights as a Consumer under the Consumer Rights Act 2015 relating to services, including the right to expect services to be carried out with reasonable care and skill, and at a reasonable price and time.

9. Limitation of Liability

9.1. Nothing in these Terms shall limit or exclude LYT's liability for:

Death or personal injury caused by its negligence.
Fraud or fraudulent misrepresentation.
For Consumers, any breach of your statutory rights regarding the services provided under the Consumer Rights Act 2015.
Any other liability which cannot be lawfully limited or excluded.

9.2. For B2B Clients (Companies/Businesses): Subject to Clause 9.1, LYT's total aggregate liability to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Agreement, shall in no circumstances exceed the total Fees paid by the Client to the Company for the Services to which the claim relates, in the 12 months preceding the event giving rise to the claim.

9.3. For B2B Clients (Companies/Businesses): Subject to Clause 9.1, LYT shall not be liable to the Client for any:

Loss of profits, sales, business, or revenue.
Loss or corruption of data, information, or software.
Loss of business opportunity.
Loss of anticipated savings.
Loss of goodwill.
Indirect or consequential loss or damage.

9.4. For Consumers: Subject to Clause 9.1, LYT will be responsible for loss or damage you suffer that is a foreseeable result of our breach of these Terms or our negligence, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if it is an obvious consequence of our breach or if it was contemplated by you and us at the time we entered into this contract. Our total liability to you for any loss or damage arising out of or in connection with this Agreement shall not exceed the total Fees paid by you to the Company. We do not exclude or limit in any way our liability for breach of your consumer rights under the Consumer Rights Act 2015.

9.5. LYT will not be liable for any losses arising from:

The Client's failure to provide accurate or complete information.
The Client's failure to review or approve Deliverables in a timely manner.
Decisions made by the Client based on the Deliverables without independent verification where such verification is reasonably expected or advised.
Circumstances beyond LYT's reasonable control (Force Majeure).

10. Indemnity (Applicable to B2B Clients Only)

10.1. The B2B Client shall indemnify LYT against all liabilities, costs, expenses, damages, and losses (including but not limited to any direct, indirect, or consequential losses, loss of profit, loss of reputation, and all interest, penalties, and legal costs) suffered or incurred by LYT arising out of or in connection with:

Any breach of the Client's obligations under these Terms.
Any claim made against LYT for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with the use of Client Material.

11. Term and Termination

11.1. The Agreement shall commence on the Effective Date and continue until the Services are completed, or until terminated earlier in accordance with these Terms.

11.2. Either Party may terminate the Agreement by giving the other Party not less than 30 days' written notice. For Consumers, this is subject to your rights under Clause 8.

11.3. Either Party may terminate the Agreement immediately by written notice if the other Party:

Commits a material breach of any term of the Agreement which is not remediable or (if remediable) fails to remedy that breach within 14 days of being notified in writing to do so.
Becomes insolvent, enters into receivership, liquidation, administration, or makes any arrangement with its creditors, or ceases to carry on its business.

11.4. Upon termination of the Agreement for any reason:

The Client shall immediately pay all outstanding Fees and expenses incurred up to the date of termination. For Consumers, this will be proportionate to the Services performed up to the point of termination, less any advance payments made.
LYT shall deliver all Deliverables completed up to the date of termination, for which payment has been received.
Any licences granted shall terminate, except as necessary for the use of Deliverables for which full payment has been made.
Clauses 5 (Intellectual Property Rights), 6 (Confidentiality), 9 (Limitation of Liability), 10 (Indemnity - B2B only), 11.4 (Consequences of Termination), 12 (Dispute Resolution), and 13 (Governing Law and Jurisdiction) shall survive termination.

12. Dispute Resolution

12.1. In the event of any dispute arising out of or in connection with the Agreement, the Parties shall first attempt to resolve the dispute informally through good faith negotiations.

12.2. If the dispute cannot be resolved through informal negotiations within 30 days:

For B2B Clients: The Parties agree to consider engaging in mediation with a mutually agreed mediator before pursuing litigation.
For Consumers: You may consider using an alternative dispute resolution (ADR) provider. We will provide information on relevant ADR providers if a dispute cannot be resolved directly with us. This does not affect your right to bring legal proceedings.

13. Force Majeure

13.1. Neither Party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure result from events, circumstances, or causes beyond its reasonable control (e.g., acts of God, war, terrorism, civil unrest, industrial action, significant power outages, pandemics). The affected Party shall notify the other Party promptly of the commencement and cessation of such events.

14. Governing Law and Jurisdiction

14.1. This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

14.2. Each Party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims). For Consumers, this does not affect your right to bring proceedings in a country where you are resident.

15. General Provisions

15.1. Entire Agreement: This Agreement (including these Terms and the Proposal) constitutes the entire agreement between the Parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations, and understandings between them, whether written or oral, relating to its subject matter.

15.2. Variation: No variation of this Agreement shall be effective unless it is in writing and signed by authorised representatives of both Parties.

15.3. Severance: If any provision or part-provision of this Agreement is or becomes invalid, illegal, or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Agreement.

15.4. Waiver: A waiver of any right or remedy under this Agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a Party to exercise any right or remedy provided under this Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy.

15.5. Assignment: Neither Party shall assign, transfer, charge, subcontract, or deal in any other manner with all or any of its rights or obligations under this Agreement without the prior written consent of the other Party.

15.6. Third Party Rights: No one other than a Party to this Agreement shall have any right to enforce any of its terms. For Consumers, this does not affect your statutory rights.

15.7. Notices: Any notice given to a Party under or in connection with this Agreement shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office address (or such other address as may have been notified in writing). For Consumers, communications may also be made by email to the address provided by you.

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MODEL CANCELLATION FORM (FOR CONSUMERS ONLY)

(Complete and return this form only if you wish to withdraw from the contract)

To: Light Visualisation Limited

4th Floor, 14 Museum Place,

Cardiff, CF10 3BH

United Kingdom.

Email: hello@lytgroup.co.uk

I/We [...] hereby give notice that I/We [...] cancel my/our [...] contract for the supply of the following service [...],

Ordered on [...]/received on [...],

Name of consumer(s),

Address of consumer(s),

Signature of consumer(s) (only if this form is notified on paper),