Master Services Agreement & Terms of Service

Latonis Technologies LLC
Last updated: 19 September 2026

Operator of the Services (the “Vendor”)
Latonis Technologies LLC, trading as “Latonis”, “Latonis Studios” and “Latpax”, a limited liability company organised under the laws of the State of Wyoming, United States.

Business correspondence address: 400 Rella Blvd 207-298, Montebello, NY 10901, United States
Email: support@latonis.app

Application of these terms
This Master Services Agreement (“Agreement”) governs all software development, technical engineering, platform architecture, proprietary code licensing, design, branding, digital marketing, consulting and infrastructure provisioning services supplied by the Vendor. Any individual or corporate entity commissioning work, signing a Statement of Work, accepting an invoice, or processing a payment or Milestone to the Vendor is the “Client”, and a Contract is formed as described in clause 2.

Latonis Technologies LLC is the contracting Vendor for engagements entered into under this Agreement (see clause 18.3). This Agreement does not apply to purchases of ready-made digital products — including templates, PSD files, Figma files and off-the-shelf software source code — made through the Latpax platform, which are governed exclusively by the Latpax Terms of Sale published on that platform.

1. Definitions and interpretation

1.1 In this Agreement:

“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control or common ownership with a party.

“Business Day” means a day other than a Saturday, Sunday or public holiday in England.

“Change Order” means a written variation to an SOW agreed by both parties, including by email or other digital communication.

“Client Materials” means all content, data, artwork, branding, credentials, accounts, documentation and other materials provided by or on behalf of the Client.

“Contract” means the agreement between the Vendor and the Client for the supply of Services, comprising this Agreement and the applicable SOW.

“Deliverables” means the software, source code, designs, configurations and other outputs to be delivered to the Client as described in an SOW.

“Fees” means the charges payable for the Services as set out in the SOW or invoice.

“Intellectual Property Rights” or “IPR” means patents, rights to inventions, copyright and related rights, trade marks, trade names and domain names, rights in designs, database rights, rights in confidential information (including know-how) and all other intellectual property rights, whether registered or unregistered, subsisting anywhere in the world.

“Milestone” means a stage of work and its associated payment identified in an SOW or invoice.

“Statement of Work” or “SOW” means a statement of work, quotation, proposal, order form or invoice issued by the Vendor itemising the Services, Deliverables, Fees, Milestones and any timelines or assumptions.

“Services” means the services described in an SOW, which may include software development, platform engineering, UI/UX and graphic design, branding, digital marketing, consulting and related technical services.

“Vendor IP” means all IPR owned by or licensed to the Vendor before or independently of the Contract, including proprietary background code, core software engines, algorithmic state engines, custom text-animation and dynamic interface modules and frameworks, templates, design systems, databases, development tools, know-how and pre-existing technical libraries, together with all improvements and derivatives of them.

1.2 If there is any conflict between this Agreement and an SOW, the SOW prevails for that engagement, subject to clause 18.3 concerning the identity of the Vendor.

1.3 Headings do not affect interpretation. “Including” means “including without limitation”.

2. Formation and execution by conduct

2.1 An SOW is an invitation to contract and remains open for acceptance for 30 days from its date, unless withdrawn earlier or stated otherwise.

2.2 Execution by conduct. This Agreement does not require a physical pen-and-ink signature to be legally binding. Where this Agreement has been provided or clearly linked to the Client before acceptance, a Contract is formed and this Agreement is accepted upon the earliest of: (a) written sign-off on an SOW via email or other digital communication; (b) payment of any deposit, invoice or Milestone; or (c) a written instruction to the Vendor to begin work. Acceptance is subject to any mandatory rights under clause 21.

2.3 This Agreement applies to the Contract to the exclusion of any other terms the Client seeks to impose or incorporate (including any terms attached to a purchase order), or which are implied by trade, custom, practice or course of dealing.

2.4 Each SOW accepted by the Client forms a separate Contract.

2.5 The Client may be a business or an individual consumer. The individual accepting the SOW confirms they are authorised to bind the Client. Where the Client is a consumer, clause 21 applies and prevails over any conflicting provision of this Agreement.

3. Scope of work and change orders

3.1 All Services, software configurations, design elements and Deliverables will be explicitly itemised in an SOW. Any feature, revision, platform integration or asset not explicitly written in the SOW is strictly out of scope — including ongoing hosting, maintenance, support, content creation and third-party licence costs, unless stated.

3.2 Change Orders. If the Client requests updates, modifications or additional features during active development or post-delivery, such work requires a signed or email-confirmed Change Order. Additional work will be billed at the Vendor’s then-current hourly engineering rate or a flat fee mutually agreed in writing.

3.3 Any dates or timelines are estimates only, unless the SOW expressly states a date is fixed. Time is not of the essence. Timelines depend on the Client meeting its obligations under clause 4 and paying on time under clause 5.

3.4 The Vendor may use suitably qualified subcontractors and remains responsible for their work.

4. Client obligations and delay

4.1 The Client will, at its own cost and in good time: (a) provide all Client Materials, information, decisions, approvals and access (including to accounts, repositories, systems and hosting environments) reasonably required; (b) ensure Client Materials are accurate and lawful and do not infringe any third party’s rights; (c) nominate a single point of contact authorised to give instructions and approvals; and (d) obtain and maintain all licences and consents needed for the Vendor to perform the Services.

4.2 If the Vendor’s performance is prevented or delayed by the Client (including failure to provide materials, feedback or approvals within 10 Business Days of a request), the Vendor may: (a) adjust the timeline; (b) invoice for Services performed and work in progress; and/or (c) pause the engagement, with resumption subject to the Vendor’s availability. The Vendor carries no liability for delayed launch deadlines or losses caused by Client delay.

5. Fees, invoicing and payment

5.1 The Client will pay the Fees set out in the SOW. Unless stated otherwise, Fees are exclusive of applicable sales, use, value added or similar taxes and of third-party costs such as software licences, stock assets, plugins, hosting, domains and infrastructure. The payment currency is the currency stated in the SOW or invoice, which may be USD, GBP, EUR or AED.

5.2 Where the SOW requires a deposit or Milestone prepayment, the Vendor is not obliged to begin or continue work until it is received in cleared funds. Deposits are non-refundable except where the Vendor is in material unremedied breach, subject to clause 5.8 and clause 21.

5.3 Invoices are payable by the due date stated on the invoice or, if none, within 14 days of the invoice date, in full and without deduction, withholding or set-off, except where required by law.

5.4 Taxes. All payments shall be made free and clear of any deduction or withholding. If any deduction or withholding is required by law, the Client shall, to the extent legally permitted, gross up the payment so that the Vendor receives the full amount it would have received absent the deduction.

5.5 Suspension and the payment gate. If any Milestone or invoice remains unpaid past its due date, the Vendor may: (a) charge interest and compensation available under applicable law, including under the Late Payment of Commercial Debts (Interest) Act 1998 where that Act applies; (b) automatically pause all active software development, technical configurations and project timelines, with no liability for resulting delays, resuming only once all outstanding balances clear in full; and (c) withhold server deployment, freeze source code transfers, lock Git repositories, deactivate software access and revoke licensing keys, to the extent permitted by law and the Contract.

All licences under clause 8 are conditional on payment in full.

5.6 Advertising spend and other third-party costs are payable by the Client directly to the relevant supplier, or in advance to the Vendor, and are non-refundable once incurred, subject to clause 5.8 and clause 21.

5.7 For retainer or ongoing services, the Vendor may revise its standard rates on 30 days’ written notice, effective from the next billing period.

5.8 Fees earned on performance. All Fees are consideration for professional services actually rendered and are earned as the work is performed. Except as expressly stated in this Agreement or required by law, Fees paid are non-refundable.

The Vendor provides its Services in good faith and at market rates; the character, conduct or legal status of the Client or its business does not retroactively convert earned Fees into refundable sums, and no dispute, claim or proceeding involving the Client relieves the Client of its payment obligations to the Vendor, except as required by applicable law.

Nothing in this Agreement overrides an express refund guarantee offered by the Vendor for the Client’s purchase before the Contract was formed, or any non-waivable rights under clause 21. Any such guarantee will be honoured according to the terms disclosed with that offer.

6. Anti-money laundering and payment integrity

To protect the Vendor’s corporate banking lines, merchant processors and international operations from illicit finance, automated compliance flags and third-party fraud, the Client agrees to the following:

6.1 Funding match rule. The legal name, corporate structure or verified individual identity listed on the Client’s invoice must match the legal name associated with the bank account, card or cryptocurrency wallet used to fund the transaction.

6.2 No third-party payments. The Vendor may reject, block, return (less reasonable costs) or freeze any incoming funds originating from an unverified third-party individual, external relative or unregistered sister company that is not a verified signatory to the Contract, to the extent permitted by applicable law.

6.3 Identity verification. If the Vendor’s banks, payment gateways or professional obligations require corporate metadata or billing documentation to clear or release a payment, the Client will promptly provide the documentation necessary to satisfy those requirements.

6.4 Cryptocurrency payments. Where payments are settled in digital assets, the transaction value is locked at the fiat equivalent (GBP/USD/EUR/AED, as invoiced) at the exact timestamp of network confirmation. The Client bears all network and transaction fees. The Client warrants that any digital assets used are legally owned by the Client and do not originate from sanctioned addresses, mixers or prohibited protocols. The Vendor may require payment from a wallet verified to the Client’s identity.

6.5 Chargebacks. Initiating an unwarranted chargeback or payment reversal is a material breach of the Contract and triggers clause 16.3. This does not restrict a Client’s lawful right to dispute an unauthorised or improperly charged payment.

6.6 The Vendor may suspend the Services without liability while any payment is subject to review, screening or hold by a bank, processor or compliance function.

6.7 Payment reversals and frozen funds. If any payment is frozen, held, reversed, recalled or clawed back by a bank, payment processor, exchange or authority for reasons attributable to the Client — including the Client’s identity, conduct, sanctions status or source of funds — the underlying debt is not discharged. The Fees remain due and payable in full, and the Client must promptly re-settle through a compliant payment method and reimburse the Vendor’s reasonable costs and losses caused by the freeze or reversal, to the extent permitted by applicable law. Any replacement payment will be credited against the same debt, and the Vendor will not retain a duplicate recovery if the original payment is subsequently released.

7. Acceptance of Deliverables

7.1 The Client must review each Deliverable and notify the Vendor in writing, with reasonable detail, of any material non-conformance with the SOW within 10 Business Days of delivery.

7.2 The Vendor will remedy any notified material non-conformance within a reasonable time at no additional charge. Subject to clause 13, this re-performance is the Client’s sole remedy under this clause.

7.3 A Deliverable is deemed accepted if the Client (a) does not give notice within the review period, or (b) deploys it to production or makes any live or commercial use of it, subject to clause 21.

8. Intellectual property: Vendor IP and conditional licensing

8.1 Reusable architecture. The Client acknowledges that the Vendor uses Vendor IP to construct the Deliverables. All ownership of Vendor IP remains with the Vendor or its respective licensors. Nothing in the Contract transfers any ownership of Vendor IP to the Client.

8.2 The payment gate and conditional licence. Upon successful completion of the project and 100% cleared final payment of all outstanding invoices under the relevant SOW, the Vendor grants the Client a non-exclusive, perpetual, royalty-free, non-transferable licence to use the customised Deliverables — including the customised software interface and custom-built elements — solely for the internal operation of the platform identified in the SOW.

The Client may not resell, sublicense, white-label or distribute the Deliverables or Vendor IP without the Vendor’s prior written consent.

8.3 Optional IP buyout. An assignment of IPR in custom Deliverables occurs only if the SOW expressly provides for it and takes effect only upon cleared payment of the agreed buyout fee. Vendor IP is always excluded from any assignment and remains licensed as embodied in the Deliverables.

8.4 Until payment in full, the Client may use Deliverables for internal review only, and the Vendor may exercise its rights under clause 5.5.

8.5 Open-source components and third-party materials (including fonts, plugins and third-party software) are licensed under their own terms, with which the Client must comply.

8.6 The Client grants the Vendor a non-exclusive licence to use Client Materials to perform the Services, and warrants it has all rights necessary to do so.

8.7 The Vendor may identify the Client and display non-confidential work in its portfolio, website and marketing, unless the Client opts out in writing.

8.8 To the extent permitted by law, the Vendor will procure that moral rights in the Deliverables are waived or not asserted against the Client.

9. Regulatory status and operator responsibility

This clause establishes the legal boundary between the developer of the technology and the commercial operator of the system.

9.1 B2B technical vendor status. The Vendor acts as an independent software development and professional services vendor, primarily for business clients. Except to the extent expressly agreed in an SOW or separate infrastructure or maintenance contract, the Vendor does not operate, host, own, manage or control, and holds no operational stake, revenue share or equity in, any live public-facing platform built for the Client.

9.2 Operator licensing burden. The Client assumes sole legal, corporate and financial responsibility for securing and maintaining all local, national and international licences, permits, registrations, data protection frameworks and regulatory approvals required to operate the delivered software in its target markets — including, but not limited to, highly regulated commercial operations, specialised transactional environments and age-restricted digital entertainment platforms. This does not exclude obligations that applicable law places directly on the Vendor.

9.3 Geo-blocking and end-user controls. The Client carries the duty to integrate, maintain and enforce the geographic IP blocking (geo-fencing), age and identity verification, end-user due-diligence (KYC/AML) checks, user-protection controls and access restrictions required by the laws of each jurisdiction in which the platform is made available.

Subject to clause 13.3, the Vendor is not liable for the Client’s deployment or presentation of the delivered code in regions where such platforms are restricted, illegal or heavily regulated.

9.4 Business and economic parameters. The Client is solely responsible for reviewing and approving all business logic, algorithmic and randomisation parameters, pricing, reward structures and economic configurations before launch, and for their ongoing configuration in production.

9.5 No regulatory advice. The Vendor does not provide legal, regulatory, licensing or compliance advice. Nothing in the Contract or the Deliverables is a representation that the Deliverables are lawful to operate in any jurisdiction.

9.6 The Vendor may decline, suspend or cease any work that would, in its reasonable opinion, breach any law or sanctions regime applicable to the Vendor, without liability to the Client to the extent permitted by law.

10. Delivery, handover and operational independence

10.1 “As-is” code status. Except for the limited warranty in clause 10.5, all custom platforms are delivered as technical code “as is” upon server deployment or repository transfer. The Vendor gives no warranty that the Deliverables comply, or will continue to comply, with the shifting laws or regulatory requirements of the Client’s target jurisdictions, which remain the Client’s responsibility under clause 9.

10.2 Total operational disconnection. Unless a separate infrastructure or maintenance contract is signed and actively funded, the Vendor does not retain permanent root or administrator access, live database control or financial log indexing over production servers. Once the code is transferred to the Client’s infrastructure, control belongs entirely to the Client, and the Vendor has no visibility into live transactions or active user databases.

10.3 After handover, the Client is responsible for backups, security, updates and maintenance.

10.4 Third-party services used in or with the Deliverables (including hosting, domains, payment processors, APIs and plugins) are provided under their own terms. The Vendor is not liable for their availability, performance, or acts and omissions, subject to clause 13.3.

10.5 Limited warranty. For 30 days after acceptance, the Vendor warrants that the Deliverables will conform in all material respects with the SOW. The Vendor’s sole obligation is to repair or re-perform, subject to clause 21.

This warranty does not apply to issues caused by: (a) modifications made by anyone other than the Vendor; (b) use contrary to documentation or instructions; (c) Client Materials; (d) third-party software, services, APIs, browsers or operating systems, or changes to them; or (e) the Client’s hosting environment.

10.6 Transfer of responsibility. All risk in, and responsibility for, the Deliverables — including their operation, security, maintenance, legal compliance and use — transfers to the Client upon delivery, subject to the Vendor’s express obligations under the Contract and any liability that cannot lawfully be excluded. The Vendor owes no continuing duty to monitor, patch, update or supervise the Deliverables or the Client’s use of them, except under a separately signed and funded support agreement.

11. Confidentiality

11.1 “Confidential Information” means information disclosed by one party to the other that is marked confidential or that a reasonable person would understand to be confidential, including business plans, pricing, source code, platform economics and technical information.

11.2 Each party will keep the other’s Confidential Information confidential, use it only for the purposes of the Contract, and disclose it only to personnel and professional advisers who need to know it and are bound by equivalent duties.

11.3 These obligations do not apply to information that: (a) is or becomes public through no fault of the recipient; (b) was lawfully known before disclosure; (c) is independently developed; or (d) must be disclosed by law, a court or a regulator (with prior notice where lawful).

11.4 This clause survives termination and continues for 5 years, and indefinitely for trade secrets.

12. Data protection

12.1 Each party will comply with the data protection laws applicable to its processing, including applicable United States federal and state laws and, where applicable, the UK GDPR, the Data Protection Act 2018, PECR and the EU GDPR, as amended.

12.2 Where the Vendor processes personal data on the Client’s behalf during the Services, the Vendor will: process it only on documented instructions; apply appropriate security measures; bind authorised personnel to confidentiality; engage sub-processors only under equivalent obligations and any required authorisation; reasonably assist the Client (at the Client’s cost where permitted by law) with data subject requests and breach obligations; notify the Client without undue delay of a personal data breach affecting that data; and delete or return it at the end of the Services unless retention is required by law. The parties will enter into a separate written data processing agreement where required by applicable law.

12.3 The Client remains responsible as controller for end-user data processed on its behalf. Following handover, the Vendor retains no access to that data except to the extent covered by an active infrastructure, maintenance or support agreement as described in clause 10.2.

12.4 The Client warrants it has a lawful basis for any processing it instructs and will not instruct unlawful processing.

12.5 Right to erasure. The Vendor respects individual privacy and the rights of data subjects under applicable law, including the right to erasure (“right to be forgotten”). On receipt of a verified request, the Vendor will delete personal data where required under applicable law within the required timescales, except where lawful retention is necessary for legal, tax, accounting, financial-crime compliance or legal-claims purposes. Requests concerning data processed for a Client will be handled in accordance with that Client’s lawful instructions and applicable law.

13. Warranties and limitation of liability

13.1 Each party warrants it has full power and authority to enter into the Contract.

13.2 Except as expressly set out in this Agreement, all conditions, warranties and terms implied by statute or common law are excluded to the fullest extent permitted by law. The Vendor does not warrant that any software or platform will be uninterrupted, error-free or secure, or achieve any commercial outcome.

13.3 Nothing in the Contract limits or excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be limited or excluded.

13.4 Subject to clause 13.3, neither party is liable for loss of profits, revenue, business, goodwill or anticipated savings, loss or corruption of data, or any indirect or consequential loss. Subject to clause 13.3, the Vendor, its members, managers, directors and engineering personnel are not liable for consumer chargebacks, end-user disputes, software exploits, protocol hacks, database breaches, or server or platform downtime occurring after handover.

13.5 Financial cap. Subject to clauses 13.3 and 13.4, the Vendor’s total aggregate liability under or in connection with a Contract, whether in contract, tort (including negligence) or otherwise, shall never exceed the total Fees actually paid by the Client to the Vendor under the SOW giving rise to the claim or, where the claim is attributable to a specific Milestone, the Fees paid for that Milestone.

14. Indemnity

14.1 To the extent permitted by applicable law and subject to clause 21, the Client agrees to fully defend, indemnify and hold harmless the Vendor, its Affiliates, members, managers, directors, officers, employees, engineers and subcontractors (the “Indemnified Parties”) from and against all claims, lawsuits, losses, damages, regulatory fines, penalties, investigation and defence costs and expenses arising directly or indirectly from: (a) the live deployment, operation, hosting, marketing or public management of the Deliverables; (b) end users of the Client’s platform; (c) Client Materials or the Client’s products, offers or claims; (d) the Client’s breach of clause 4, 6, 9 or 12; (e) modification or misuse of the Deliverables by anyone other than the Vendor; or (f) any freeze, hold, reversal, recall or investigation of funds attributable to the Client, its identity, conduct or source of funds. Nothing in this clause transfers liability that cannot lawfully be transferred or indemnified.

15. Non-solicitation of personnel

15.1 During the term of the Contract and at all times after it ends, without limit in time, the Client will not directly or indirectly solicit, entice away, hire or engage any developer, engineer, designer or contractor employed or managed by the Vendor who was involved in the Services, without the Vendor’s prior written consent.

15.2 If the Client breaches clause 15.1, it will pay the Vendor a fee of £25,000 per individual, which the parties agree protects the Vendor’s legitimate interest in workforce stability and is a reasonable pre-estimate of recruitment, onboarding and project-disruption costs, and not a penalty.

15.3 If a court or tribunal determines that the duration or scope of clause 15.1 exceeds what is enforceable, clause 15.1 shall be read as reduced to the longest duration and widest scope that is enforceable, the parties agreeing that this reflects their common intention rather than deletion of the clause.

16. Term, suspension and termination

16.1 Each Contract starts on formation and continues until the Services are completed or, for retainers and ongoing services, until terminated by either party on 30 days’ written notice ending on or after any minimum term in the SOW.

16.2 Either party may terminate immediately by written notice if the other: (a) commits a material breach and, if remediable, fails to remedy it within 14 days of notice; or (b) becomes insolvent, enters administration or liquidation, or suffers any analogous event in any jurisdiction, subject to applicable insolvency law.

16.3 Immediate termination rights. The Vendor may terminate the Contract immediately and permanently withhold all Deliverables, with no liability for refunds to the extent permitted by law and subject to clause 5.8 and clause 21, if the Client: (a) is added to any sanctions list (including UK OFSI, EU, UN or US OFAC lists); (b) executes or attempts a malicious or unwarranted chargeback or payment reversal; (c) provides false or forged corporate, identity or verification information; or (d) uses the Deliverables or Vendor IP in material breach of clause 8 or 9.

Termination under this clause does not discharge the Client’s obligation to pay all Fees for work performed, which remain immediately due and payable, except as required by applicable law.

16.4 The Client may terminate a project Contract for convenience on 14 days’ written notice, paying for all Services performed and work in progress to the termination date and all non-cancellable third-party commitments. Deposits are non-refundable, subject to clause 5.8 and clause 21.

16.5 On termination: (a) all unpaid invoices, and Fees for work performed but not yet invoiced, become immediately due; (b) licences conditional on payment take effect only on payment in full; (c) each party will return or delete the other’s Confidential Information on request, subject to lawful retention requirements; and (d) accrued rights and clauses 5, 6, 8, 9, 11–15 and 18–21 survive.

17. Force majeure

17.1 Neither party is liable for delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including internet, hosting or platform outages, power failures, epidemics, strikes and acts of government, provided it notifies the other party and uses reasonable efforts to mitigate. If such an event continues for more than 60 days, either party may terminate the affected Contract on written notice.

18. Contracting entity, group restructuring and assignment

18.1 The Vendor may use Affiliates as subcontractors under clause 3.4 without changing the identity of the contracting Vendor. Any future assignment, novation or transfer of a Contract to an Affiliate or successor entity will be notified to the Client in writing and will take effect only in accordance with applicable law, including obtaining the Client’s consent where required. Until an effective transfer occurs, the Vendor remains responsible for the Contract.

18.2 The Client may not assign or transfer the Contract without the Vendor’s prior written consent.

18.3 Contracting entity. Latonis Technologies LLC is the sole contracting Vendor for Services supplied under this version of the Agreement. SOWs and invoices for those Services are issued by Latonis Technologies LLC. Another Affiliate does not become a contracting party merely by assisting with the Services. Licences under clause 8 may be granted by the Vendor or, where necessary, by the owner of the relevant Vendor IP under arrangements authorising its use in the Deliverables.

Publication of this Agreement does not itself transfer or amend an existing Contract entered into with another legal entity. Any such change must be documented through a legally effective transfer or written agreement.

19. General

19.1 Entire agreement. The Contract is the entire agreement between the parties relating to its subject matter and supersedes all prior discussions and arrangements. Nothing in this clause limits liability for fraud or overrides clause 5.8 concerning an express refund guarantee.

19.2 Variation. No variation is effective unless agreed in writing (including by email) by both parties. An updated website version of this Agreement does not, by itself, amend an existing Contract.

19.3 Severability. If any provision is found invalid or unenforceable, it is deemed modified to the minimum extent necessary or, if not possible, deleted, and the remainder is unaffected.

19.4 Waiver. A failure or delay in exercising any right is not a waiver of it.

19.5 Notices. Notices must be in writing and sent by email to the addresses given in the SOW (or, for the Vendor, to support@latonis.app), deemed received the next Business Day absent a delivery failure.

19.6 Third party rights. No one other than the parties may enforce any term under the Contracts (Rights of Third Parties) Act 1999, save that the Indemnified Parties may enforce clauses 13 and 14.

19.7 Relationship. The parties are independent contractors. Nothing creates a partnership, joint venture, agency or employment relationship.

20. Governing law and dispute resolution

20.1 The Contract and any dispute or claim arising out of or in connection with it (including non-contractual disputes) are governed by the law of England and Wales.

20.2 Arbitration. Any dispute arising out of or in connection with the Contract, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the LCIA Rules, which are deemed incorporated into this clause. The number of arbitrators shall be one, the seat of arbitration shall be London, England, and the language shall be English. The arbitration and award shall be confidential.

20.3 Nothing in clause 20.2 prevents either party from seeking urgent interim or injunctive relief in any court of competent jurisdiction, and the Vendor may pursue any unpaid Fees as a debt claim in the courts of England and Wales or of any jurisdiction in which the Client is incorporated or holds assets.

20.4 Questions about this Agreement should be sent to support@latonis.app or the business correspondence address above.

21. Consumers

21.1 This clause applies only where the Client is an individual acting wholly or mainly outside their trade, business, craft or profession (a “Consumer”) and prevails over any conflicting provision of this Agreement.

21.2 Nothing in this Agreement affects a Consumer’s statutory rights, including under the Consumer Rights Act 2015 where applicable or applicable United States federal and state consumer protection laws, or excludes or limits any liability that cannot lawfully be excluded or limited against a Consumer.

21.3 Cancellation. Where the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 apply, a Consumer who contracts at a distance may cancel within 14 days of the Contract being formed, subject to the applicable statutory exceptions. To exercise that right, the Consumer may send a clear cancellation statement to support@latonis.app or the business correspondence address above.

Where the Consumer expressly requests work to begin during that period, the Consumer may be required to pay a proportionate amount for Services performed before cancellation, but only where the legally required information and conditions have been satisfied. The right to cancel fully performed Services is lost only after the Consumer’s prior express request and acknowledgement of that consequence, where required by law. For digital content supplied otherwise than on a tangible medium, loss of the cancellation right requires the Consumer’s prior express consent, acknowledgement and any legally required confirmation. Any other non-waivable cancellation or refund rights under applicable law remain unaffected.

21.4 Disputes. Clause 20.2 (arbitration) does not apply to Consumers. A Consumer may bring or defend a claim in the courts of England and Wales or, where mandatory consumer law so requires, the courts of the Consumer’s home jurisdiction.