Terms of supply

1. Who these terms are between

LSTechnologies Ltd, with its registered office at Trust Company Complex, Ajeltake, Majuro, MH96960, Marshall Islands ("LS Techno"), and the business named in the order or proposal ("the Client"). These terms apply to every order, proposal and statement of work unless agreed otherwise in writing. They are intended for business customers only.

2. What we supply

2.1 Third-party technology. Software licences, subscriptions, hosting, domains and other products procured from third-party suppliers and resold to the Client ("Third-Party Products"). 2.2 Services. Website design, build, configuration and deployment; hosting, servers and infrastructure management; integration of third-party systems; domain and DNS configuration; security configuration; testing, maintenance, updates and technical support ("Services"). 2.3 The scope, price and timeline of each engagement are set out in a proposal, order form or statement of work.

3. Third-Party Products

3.1 Third-Party Products are provided subject to the supplier's own terms (for example, end-user licence agreements and acceptable-use policies). The Client agrees to comply with them. 3.2 Where possible, licences and accounts are registered in the Client's name. 3.3 LS Techno does not manufacture Third-Party Products and gives no warranty beyond those the supplier provides. LS Techno will reasonably assist the Client in raising issues with suppliers. 3.4 Price changes. Suppliers may change their prices. LS Techno will notify the Client of any change before it takes effect, where the supplier gives notice. 3.5 Renewals. Subscriptions renew for the term set by the supplier unless cancelled within the notice period. LS Techno will remind the Client 30 days before each renewal date. 3.6 Some Third-Party Products cannot be cancelled or refunded mid-term once purchased.

4. Services

4.1 LS Techno will perform the Services with reasonable skill and care, in line with good industry practice. 4.2 Service levels, including response times and uptime commitments, are set out in the relevant order or statement of work. 4.3 Changes to scope are agreed in writing and may affect price and timeline.

5. Client responsibilities

Timely access to systems, information, content and decisions; keeping its own credentials secure; ensuring it has the right to use any content or data it provides; complying with the law in how it uses the technology and its data.

6. Fees and payment

6.1 Fees and billing frequency are set out in the proposal or order. Invoices are payable within 14 days of the invoice date, in the currency stated in the order. Late payments may incur interest at 1% per month or the maximum allowed by law, whichever is lower. 6.2 Third-Party Products are invoiced on a consolidated invoice, itemised by product. 6.3 LS Techno may suspend Services or Third-Party Products for unpaid invoices after written notice.

7. Ongoing monthly services

The scope of any ongoing monthly services, their term, the notice period for cancellation and how any included hours are used are set out in the relevant order or statement of work.

8. Intellectual property

8.1 On full payment, the Client owns deliverables created specifically for it (such as website designs and custom code), excluding LS Techno's pre-existing tools and third-party components, which are licensed for use with the deliverables. 8.2 Third-Party Products remain the property of their suppliers.

9. Data protection

Where LS Techno processes personal data on the Client's behalf, LS Techno's Data Processing Agreement applies. It is available on request at ops@lstechno.com.

10. Confidentiality

Each party keeps the other's confidential information confidential and uses it only to perform the agreement.

11. Liability

11.1 Neither party is liable for any indirect or consequential loss, loss of profits or loss of data. 11.2 Each party's total liability under or in connection with an order is capped at the fees paid under that order in the 12 months before the claim. 11.3 Nothing in these terms limits liability that cannot be limited by law.

12. Term and termination

12.1 The term is as set out in the order. 12.2 Either party may terminate for convenience with 30 days' written notice. 12.3 Either party may terminate immediately if the other commits a material breach that is not fixed within 14 days of written notice. 12.4 On termination, fees for work done up to the termination date are payable, and each party returns or deletes the other's confidential information. 12.5 On termination, LS Techno will also hand over credentials, documentation and backups, and reasonably assist with transferring Third-Party Products to the Client or a new supplier.

13. General

Force majeure, assignment and subcontracting, entire agreement, notices, severability, no partnership.

14. Governing law

These terms are governed by the laws of the Marshall Islands. The courts of the Marshall Islands have exclusive jurisdiction.