Terms & Conditions
1. General
These Terms & Conditions (the Terms) and any written proposal, quotation or order form (together, the Contract) set out the agreement between Moonlet Limited (the Provider, registered in Scotland, company no. SC843778, registered office: Technology House, 9 Newton Place, Glasgow, G3 7PR) and the Client for the provision of the services described in the Contract (the Services). By instructing us or accepting our proposal, the Client agrees to these Terms. Any variation must be agreed in writing.
2. Commencement & Duration
The Contract starts on the date stated in the Statement of Works Contract and continues until the Services are completed or the Contract is ended under these Terms. Retainer agreements continue on a rolling basis unless otherwise agreed in writing.
3. Services, Status & Non‑Exclusivity
3.1 We will deliver the Services with reasonable skill and care and in accordance with professional standards.
3.2 We act as an independent contractor. Nothing in the Statement of Works Contract creates a partnership, joint venture, or employment relationship.
3.3 Unless expressly agreed otherwise in writing, engagement of Moonlet Limited is non‑exclusive. We may provide services to other clients (including on the same day) and allocate our resources at our discretion, provided we meet agreed deadlines and quality standards.
4. Client Responsibilities
The Client will (a) provide timely access to information, materials, systems and approvals; (b) ensure all information supplied is accurate and lawful; and (c) obtain any consents needed for the Provider to perform the Services.
5. Deliverables & Intellectual Property
5.1 Upon payment in full of all fees and expenses due under the Contract, ownership of project‑specific deliverables created for the Client transfers to the Client.
5.2 The Provider retains all intellectual property in its pre‑existing materials, methodologies, templates and know‑how. The Client receives a non‑exclusive, non‑transferable licence to use these solely as embedded in the deliverables for the purposes set out in the Statement of Works Contract.
6. Fees & Expenses
6.1 Fees are as set out in the Statement of Works Contract and exclude VAT and third‑party costs unless stated otherwise.
6.2 Work outside the agreed scope (including additional iterations or change requests) will be charged at the Provider’s standard day rate unless otherwise agreed.
6.3 Agreed third‑party costs (e.g. media, software, production) will be recharged to the Client; the Provider may add a reasonable handling fee where stated in the Statement of Works Contract.
7. Invoicing & Payment
7.1 Invoices are issued at the end of the month in which the relevant work is delivered.
7.2 Payment terms are thirty (30) days from the invoice date. Time for payment is of the essence.
7.3 The Provider may charge statutory interest and compensation on late payments under the Late Payment of Commercial Debts (Interest) Act 1998, and may suspend Services until overdue sums are paid.
7.4 All amounts are payable in full without set‑off or deduction (other than any tax required by law). Bona fide invoice queries must be raised within 7 days of receipt; undisputed amounts remain payable by the due date.
8. Cancellations & Termination
Projects & Packages. Once scope and cost are agreed and a Statement of Work (SOW) is signed by both parties, the agreement cannot be cancelled. The Client may instruct the Provider to halt work; however, the total agreed cost remains payable. In exceptional circumstances only, and at the Provider’s sole discretion, charges may be waived in whole or part.
Retainers. Either party may end a retainer by giving three (3) months’ written notice.
For cause. Either party may terminate immediately on written notice if the other party:
a) commits a material breach of the Contract which, if capable of remedy, is not remedied within 14 days of written notice; or
b) engages in harassment, abuse, discriminatory behaviour, or other conduct (whether verbal, written, or physical) that is reasonably deemed by the other party to be offensive, unsafe, or otherwise incompatible with a professional working relationship; or
c) becomes insolvent or ceases to trade.
Consequences. On termination, the Client shall pay all fees, committed third‑party costs, and expenses accrued up to (and caused by) termination. Sections intended to survive (including 5, 7, 9–11) will continue.
9. Confidentiality & Data Protection
Each party will keep confidential the other’s non‑public information and use it only to perform the Contract, except where disclosure is required by law. The parties will comply with applicable data protection law; neither party will disclose personal data to the other unless necessary and lawfully justified.
10. Use of Third‑Party Tools (including AI) & Subcontractors
We may use reputable third‑party tools and subcontractors to deliver the Services (including AI‑enabled tools) while remaining responsible for the overall delivery. We will not knowingly input the Client’s confidential information or personal data into such tools without a lawful basis and reasonable safeguards. The Client remains responsible for legal and regulatory compliance of content it approves and uses.
11. Liability
11.1 Nothing in these Terms limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any liability that cannot lawfully be excluded.
11.2 The Provider is not liable for loss of profits, revenue, goodwill, anticipated savings, or any indirect or consequential loss.
11.3 The Provider’s total aggregate liability arising out of or in connection with the Contract shall not exceed the total fees paid (or payable) under the relevant SOW in the 12 months before the event giving rise to the claim (or, for fixed‑fee projects lasting less than 12 months, the project fee).
12. Force Majeure
We are not liable for delay or failure caused by events beyond our reasonable control (including outages, strikes, epidemics, government action, or supplier failure). We will notify the Client and use reasonable efforts to mitigate.
13. Governing Law & Jurisdiction
These Terms are governed by Scottish law and the Scottish courts have exclusive jurisdiction. Where the Client is registered in England or Wales or the Services are primarily delivered in England, the Contract will be governed by the law of England and Wales and the English courts will have exclusive jurisdiction.
14. General
No third party has rights under the Contract (Contracts (Rights of Third Parties) Act 1999 does not apply). If any part of these Terms is found invalid, the rest remains effective. Notices may be sent by email to the addresses specified in the Contract and are deemed received when sent (unless a bounce‑back is received).