LUNAR REACH
TERMS AND CONDITIONS OF BUSINESS
1. INTERPRETATION
1.1 In these Terms and Conditions:
“Agreement” means the agreement between the Client and Lunar Reach for the provision of Services, comprising the Service Agreement, these Terms and Conditions, and any Schedules.
“Client” means the person, firm, or company who purchases Services from Lunar Reach.
“Client Materials” means all materials, information, and content provided by the Client to Lunar Reach for use in connection with the Services.
“Deliverables” means all materials, content, and work product created by Lunar Reach and delivered to the Client as part of the Services (e.g., website designs, code, SEO reports, advertising creatives, social media content).
“Intellectual Property Rights” means patents, rights to inventions, copyright and related rights, moral rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
“Service Agreement” means the document (including a statement of work, proposal, or insertion order) that specifies the Services to be provided, fees, and any specific project milestones.
“Services” means the digital marketing services to be provided by Lunar Reach to the Client as set out in the Service Agreement, including Website Design, Search Engine Optimisation, Paid Advertising, and Social Media and Paid Management.
2. APPLICATION OF TERMS
2.1 These Terms and Conditions apply to all Services provided by Lunar Reach to the Client and shall prevail over any inconsistent terms or conditions contained in, or referred to in, any purchase order, confirmation of order, or specification provided by the Client.
2.2 No variation to these Terms and Conditions or the Agreement shall be binding unless agreed in writing by an authorised representative of Lunar Reach.
2.3 The Agreement constitutes the entire agreement between the parties and supersedes all previous agreements, promises, representations, and understandings.
3. SERVICES AND ESTIMATES
3.1 Lunar Reach shall provide the Services with reasonable skill and care, in accordance with the Service Agreement and these Terms and Conditions.
3.2 Any statement of work, proposal, or estimate provided by Lunar Reach is an invitation to treat and not an offer. A contract will only be formed when the Client accepts the proposal in writing and Lunar Reach confirms its acceptance in writing, or when Lunar Reach commences work on the Services.
3.3 Estimates and quotations are valid for a period of 30 days from the date of issue, unless otherwise stated.
4. CLIENT OBLIGATIONS
4.1 The Client shall:
(a) Co-operate with Lunar Reach in all matters relating to the Services and provide all necessary access to information, systems, and personnel as reasonably required;
(b) Provide, in a timely manner, all Client Materials, brand guidelines, content, and approvals necessary for the performance of the Services;
(c) Obtain and maintain all necessary licences, permissions, and consents for the use of Client Materials and any third-party content supplied to Lunar Reach;
(d) Be responsible for the accuracy, legality, and completeness of all Client Materials;
(e) Be responsible for maintaining the security of all login credentials and account access provided to Lunar Reach and for all activities conducted under its accounts; and
(f) Ensure that its own data protection and privacy notices are adequate and that it has obtained all necessary consents for Lunar Reach to process personal data on its behalf .
4.2 If Lunar Reach’s performance of its obligations is prevented or delayed by any act or omission of the Client, its agents, or employees, Lunar Reach shall not be liable for any costs, charges, or losses sustained or incurred by the Client arising directly or indirectly from such prevention or delay.
4.3 The Client shall be liable for any costs incurred by Lunar Reach as a result of such prevention or delay, including any additional time spent by Lunar Reach at its then-current hourly rates.
5. FEES AND PAYMENT
5.1 The fees for the Services are set out in the Service Agreement.
5.2 Lunar Reach shall invoice the Client in accordance with the payment schedule set out in the Service Agreement. Unless otherwise agreed, invoices are payable within 30 days of the date of the invoice.
5.3 Without prejudice to any other right or remedy, if the Client fails to pay any sum due under the Agreement by the due date:
(a) The Client shall pay interest on the overdue amount at the rate of 4% per annum above the Bank of England’s base rate from time to time, accruing on a daily basis from the due date until the date of actual payment, whether before or after judgment; and
(b) Lunar Reach may suspend all or part of the Services until payment has been made in full.
5.4 All payments shall be made in full, without any deduction, set-off, or counterclaim.
6. INTELLECTUAL PROPERTY RIGHTS
6.1 The Client retains ownership of all Intellectual Property Rights in the Client Materials and any pre-existing materials owned by the Client.
6.2 All Intellectual Property Rights in the Deliverables created by Lunar Reach specifically for the Client shall, upon full payment of all fees due in respect of the Services, be assigned to the Client. Lunar Reach warrants that it has the right to assign such rights .
6.3 Lunar Reach retains ownership of all Intellectual Property Rights in its background technology, methodologies, tools, templates, and know-how used in the provision of the Services. The Client is granted a non-exclusive, perpetual, irrevocable, royalty-free licence to use any such background Intellectual Property Rights that are incorporated into the Deliverables, solely to the extent necessary to use the Deliverables for their intended purpose.
6.4 The Client grants Lunar Reach a non-exclusive, royalty-free licence to use the Client Materials during the term of the Agreement for the purpose of providing the Services.
6.5 Where the Services involve the creation of content for social media platforms, the Client acknowledges that such platforms may have their own terms and conditions regarding ownership and usage rights.
7. INDEMNITY AND LIABILITY
7.1 The Client shall indemnify and hold harmless Lunar Reach against all liabilities, claims, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or in connection with:
(a) Any claim that the Client Materials infringe the Intellectual Property Rights of any third party;
(b) Any breach by the Client of its obligations under the Agreement;
(c) Any claim by a third party arising out of the Client’s use of the Deliverables; and
(d) Any claim that the Client’s use of the Deliverables breaches any applicable law or regulation .
7.2 Nothing in these Terms and Conditions shall limit or exclude Lunar Reach’s liability for:
(a) Death or personal injury caused by its negligence;
(b) Fraud or fraudulent misrepresentation;
(c) Any breach of the obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or
(d) Any other liability which cannot be limited or excluded by applicable law.
7.3 Subject to clause 7.2, Lunar Reach’s total liability to the Client in respect of all losses and claims arising under or in connection with the Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to the total fees paid by the Client to Lunar Reach in the 12 months preceding the date of the claim .
7.4 Subject to clause 7.2, Lunar Reach shall not be liable to the Client for any:
(a) Loss of profit, revenue, or anticipated savings;
(b) Loss of business, contracts, or goodwill;
(c) Loss of data or damage to data;
(d) Indirect or consequential loss or damage of any kind.
7.5 Lunar Reach does not guarantee specific results or outcomes from any Services, including specific search engine rankings, traffic increases, sales, or conversion rates.
8. SEARCH ENGINE OPTIMISATION (SEO) AND PAID ADVERTISING
8.1 SEO outcomes are influenced by external factors beyond Lunar Reach’s control, including search engine algorithms, competitor activity, and market conditions. Lunar Reach does not guarantee any specific ranking, traffic volume, or commercial outcome.
8.2 Performance metrics for Paid Advertising campaigns (e.g., impressions, clicks, conversions) are based on data provided by third-party platforms (e.g., Google Ads, Meta Ads). Lunar Reach shall use reasonable efforts to manage campaigns effectively but does not guarantee the accuracy of third-party data.
8.3 The Client is responsible for ensuring that all advertising content complies with applicable laws and regulations, including the CAP Code administered by the Advertising Standards Authority (ASA), and that it has obtained all necessary permissions for the use of copyrighted or trademarked content.
9. SOCIAL MEDIA AND PAID MANAGEMENT
9.1 Lunar Reach shall manage social media accounts and paid campaigns as set out in the Service Agreement, including content creation, posting, community management (if agreed), and reporting.
9.2 The Client shall be responsible for the final approval of content prior to publication, subject to the agreed approval process in the Service Agreement. Lunar Reach is not liable for the consequences of any content approved by the Client.
9.3 The Client acknowledges that all social media activity must comply with platform-specific terms and conditions and UK advertising regulations.
9.4 The Client shall be responsible for ensuring that its social media accounts are set up correctly and that Lunar Reach is granted appropriate access permissions. Lunar Reach shall not be liable for any loss of access to social media accounts due to changes made by the Client or the platform.
10. TERMINATION
10.1 Either party may terminate the Agreement by giving the other party 30 days’ prior written notice.
10.2 Either party may terminate the Agreement with immediate effect by giving written notice to the other party if the other party:
(a) Commits a material breach of any term of the Agreement which is irremediable or (if such breach is remediable) fails to remedy that breach within 14 days of being notified in writing to do so;
(b) Is unable to pay its debts as they fall due, suspends payment of its debts, or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986; or
(c) Ceases or threatens to cease to carry on business.
10.3 On termination of the Agreement for any reason:
(a) The Client shall pay all outstanding invoices and any fees for work in progress (including cancellation charges for any third-party commitments made by Lunar Reach on the Client’s behalf);
(b) The Client shall return or destroy any Lunar Reach property and Deliverables not yet paid for;
(c) Each party shall return or destroy all confidential information belonging to the other party; and
(d) The accrued rights and liabilities of the parties shall not be affected.
10.4 Any termination of this Agreement shall not affect any provision of this Agreement that is expressly or by implication intended to survive termination.
11. CONFIDENTIALITY
11.1 Each party undertakes to keep confidential all confidential information disclosed by the other party in connection with the Agreement and shall not use such information for any purpose other than to perform its obligations under the Agreement.
11.2 The obligations of confidentiality shall not apply to information that:
(a) Is or becomes publicly available other than through a breach of this clause;
(b) Was in the recipient’s lawful possession before the disclosure;
(c) Is lawfully disclosed to the recipient by a third party without restriction; or
(d) Is required to be disclosed by law or a regulatory authority.
11.3 Lunar Reach may subcontract the performance of its obligations to third parties provided that it imposes equivalent confidentiality obligations on such third parties .
12. DATA PROTECTION
12.1 Lunar Reach shall comply with its obligations under the Data Protection Act 2018 and the UK General Data Protection Regulation (UK GDPR) in respect of any personal data processed in connection with the Agreement.
12.2 The parties agree that the Client is the data controller and Lunar Reach is the data processor (as defined in the UK GDPR) in respect of any personal data that Lunar Reach processes on behalf of the Client.
12.3 Lunar Reach shall:
(a) Only process personal data in accordance with the Client’s documented instructions;
(b) Implement appropriate technical and organisational measures to protect personal data;
(c) Assist the Client in responding to subject access requests and ensuring compliance with its data protection obligations; and
(d) On termination of the Agreement, either return or securely delete all personal data processed on behalf of the Client, unless required by law to retain it .
13. GENERAL
13.1 Force Majeure: Neither party shall be liable for any failure or delay in performing its obligations under the Agreement to the extent that such failure or delay is caused by a force majeure event (including but not limited to natural disasters, war, acts of terrorism, strikes, government action, or internet service provider failures) .
13.2 Non-Solicitation: The Client agrees not to solicit, employ, or engage any employee or subcontractor of Lunar Reach who has been involved in the provision of the Services for a period of 12 months following the termination of the Agreement.
13.3 Assignment: Neither party may assign, transfer, or sub-contract its rights or obligations under the Agreement without the other party’s prior written consent, except that Lunar Reach may sub-contract performance to third parties.
13.4 Waiver: No failure or delay by either party in exercising any right under the Agreement shall constitute a waiver of that right.
13.5 Severability: If any provision of the Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
13.6 Governing Law and Jurisdiction: This Agreement and any dispute or claim arising out of or in connection with it shall be governed by and construed in accordance with the laws of England and Wales. The parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.