General Terms and Conditions
LUMESO General Terms and Conditions (GTC)
Dated 10.11.2026.
1. Scope and contract documents
1.1 These General Terms and Conditions (“GTC”) govern the provision of the LUMESO product (the “Product”) by LUMESO FlexCo, FN 634216x, Waltherstraße 24, 4020 Linz, Austria (“LUMESO”) to the customer named in the Order Form (the “Customer”). LUMESO and the Customer are each a “Party” and together the “Parties”.
1.2 The contract between the Parties consists of (a) the Order Form, (b) the Data Processing Agreement (“DPA”) and (c) these GTC, each in the edition in force on the Effective Date, and (d) the Documentation. In case of conflict, the documents rank in that order.
1.3 General terms and conditions of the Customer, including purchasing terms, do not apply, even if LUMESO performs without expressly objecting to them.
1.4 The Product is offered exclusively to entrepreneurs within the meaning of § 1 of the Austrian Commercial Code (UGB). The Customer confirms that it acts as an entrepreneur.
2. Definitions
Affiliate: an entity that controls, is controlled by or is under common control with a Party.
Authorized Users: all persons to whom the Customer grants access to the Product, whether employees of the Customer, employees of its Affiliates or third parties such as service providers.
Business Case: a single business document submitted to the Product (e.g. an inquiry, order or order confirmation) that comprises one or more Line Items.
Business Day: a day other than a Saturday, Sunday or public holiday on which banks are open in Austria. Where a period runs against the Customer, a day is a Business Day only if banks are also open in the Customer’s country stated in the Order Form.
Customer Data: all data, documents and content that the Customer or its Authorized Users submit to the Product or that the Product generates for the Customer from such submissions, including personal data.
Documentation: the user and developer documentation for the Product that LUMESO makes available, including the LUMESO Developer Guideline for ERP integration (the “Developer Guideline”).
Line Item: a single transaction unit processed through the Product.
Order Form: the document concluded under clause 3 that specifies the Product scope, fees, service levels, Tenants and any Special Terms, and references these GTC and the DPA.
Product Fees: all fees payable under the Order Form.
Scheduled Interruption: maintenance carried out under clause 7.2.
Subscription Term: the initial term and each renewal term stated in the Order Form, 12 months unless stated otherwise.
Tenant: a logically isolated instance of the Product provisioned for the Customer; Tenants are the unit for access and service levels.
Unscheduled Interruption: any unavailability of the Product other than a Scheduled Interruption.
Usage Fees: the usage-based fees stated in the Order Form.
3. Conclusion of the contract
3.1 The contract is concluded by both Parties signing an Order Form, by electronic signature or by exchange of signed PDF copies by email.
3.2 An Order Form signed by LUMESO is an offer valid for 14 days from its date. If the Customer’s signature does not reach LUMESO within that period, the offer lapses.
3.3 The person signing on behalf of the Customer confirms that they are authorized to bind the Customer.
3.4 By signing, the Customer confirms that it has access to the GTC and the DPA and agrees that the editions in force on the Effective Date apply. LUMESO keeps every dated edition available at the URLs stated in the Order Form.
4. License, restrictions and Customer responsibilities
4.1 For the Subscription Term, LUMESO grants the Customer a non-exclusive, non-transferable, worldwide license, without the right to sublicense, to let Authorized Users access and use the Product for the internal business purposes of the Customer and of the Affiliates to which it grants access, within the scope set out in the Order Form.
4.2 The Customer and its Authorized Users must not: (a) copy, modify or create derivative works of the Product; (b) reverse-engineer, decompile or otherwise attempt to extract the source code, except where mandatory law permits; (c) upload or transmit unlawful or harmful material, or use the Product in breach of usage restrictions communicated by LUMESO based on binding requirements of its AI providers; (d) use the Product to build a competing product; (e) sell, rent, lease or otherwise make the Product available to anyone other than Authorized Users; (f) circumvent access controls or enable unauthorized access; (g) use the Product in a manner that would classify the Product or its use as a high-risk AI system under Regulation (EU) 2024/1689, unless agreed with LUMESO in writing.
4.3 The Customer decides who receives access to the Product. It ensures that every Authorized User, whoever employs them, complies with the contract and keeps access credentials confidential, and it is liable for their acts and omissions as for its own. The Customer informs LUMESO promptly of any suspected unauthorized use. The Customer is responsible for the lawfulness of connecting its mailboxes and systems to the Product, including employee information and co-determination requirements.
4.4 The Customer provides and maintains, at its own cost, the hardware, software, network connection and third-party services needed to use the Product. The minimum requirements are a stable broadband internet connection and a current version of Chrome or Firefox, unless the Order Form provides otherwise.
4.5 Connecting the Product to the Customer’s ERP system is the Customer’s responsibility: master-data imports, the target-data converter, data transport and testing on the Customer’s side, in accordance with the Developer Guideline, unless the Order Form assigns part of this work to LUMESO. The Customer is responsible for its master data and its ERP configuration.
4.6 LUMESO provides reasonable documentation and support for the agreed ERP integration. LUMESO announces non-backward-compatible interface changes with reasonable advance notice where reasonably practicable. Further integration work, such as building a converter or providing on-site assistance, is provided only where agreed in the Order Form or commissioned under clause 8.3.
4.7 LUMESO is not responsible for delays or losses caused by the transmission of data over networks outside the control of LUMESO and its sub-processors, including the public internet.
4.8 LUMESO may suspend access to the Product, in whole or in part, where this is required by law, where there is a credible security risk to the Product, to Customer Data or to third parties, or where the Customer or an Authorized User uses the Product in material breach of clause 4.2. LUMESO informs the Customer beforehand where possible, otherwise promptly, limits the suspension to what is necessary and restores access once the reason is resolved. Product Fees remain payable during a suspension caused by the Customer; a suspension not caused by the Customer counts as an Unscheduled Interruption.
5. Customer Data and improvement of the Product
5.1 Customer Data remains the property of the Customer. LUMESO processes Customer Data to provide, secure, support and maintain the Product and, only as permitted by clauses 5.2 and 5.3 and the DPA, to improve it. LUMESO acquires no other rights in Customer Data.
5.2 Customer-specific learning. LUMESO may use Customer Data, including corrections, approvals, mappings, rules and configuration decisions, to configure and improve the Product for the Customer within the Customer’s Tenant. Such learning remains logically isolated to the Customer’s Tenant and is not made available to other customers.
5.3 General product improvement. LUMESO may collect and analyze technical, statistical and usage information about the use and operation of the Product, including feature usage, workflow patterns, performance data, configuration information, support interactions and feedback. LUMESO may use the resulting insights, statistics and know-how to operate, secure, support, develop and improve the Product generally, provided they do not identify the Customer, its business partners or any natural person. Such usage information does not include the content of Customer Data.
5.4 The Customer grants LUMESO a non-exclusive, perpetual, royalty-free right to use any feedback, suggestions or ideas about the Product. Feedback does not entitle the Customer to compensation unless agreed in writing. Personal data within Customer Data is processed in accordance with the DPA.
6. Warranty
6.1 During the Subscription Term, the Product will perform substantially in accordance with the specification in the Order Form.
6.2 LUMESO develops the Product continuously; features not described in the Order Form may change or be discontinued and are provided “as is”. LUMESO does not warrant that the Product is error-free or uninterrupted, fit for a purpose not stated in the Order Form, or compatible with hardware or software not listed there. LUMESO does not warrant the accuracy or completeness of AI-generated results. The Customer is responsible for appropriate validation of the results before use and for its decision to enable automatic transfer.
6.3 The Customer reports substantial deviations from the Order Form specification through the channels in clause 7.5 and provides reasonable assistance with diagnosis and remediation. LUMESO promptly starts remediation and remedies such deviations at its own expense within a reasonable time, taking account of their severity and operational impact. If remediation is impossible, LUMESO refuses remediation, or the deviation is not remedied within that time, the Customer is entitled to a proportionate reduction of the affected Product Fees, including any applicable minimum fee, reflecting the extent and duration of the impairment, and may terminate the contract by written notice while the substantial deviation persists; clause 13.5 applies. Receiving a fee reduction does not waive this termination right. Claims for damages are governed by clause 12.
6.4 LUMESO is covered under business and IT professional liability insurance to an economically reasonable extent and provides evidence of coverage upon request.
6.5 Clause 6 does not limit LUMESO’s obligations under clause 9 (Data protection), clause 10 (Confidentiality) or the DPA.
7. Service levels and support
7.1 LUMESO provides the Product with the availability stated in the Order Form, measured for the agreed core functions as described there. Scheduled Interruptions are excluded from availability measurement. Other interruptions are excluded only to the extent caused by the Customer or its systems outside LUMESO’s agreed scope, external hosting or AI-provider outages beyond LUMESO’s reasonable control, or force majeure under clause 14. Failures of LUMESO’s own software, supplied connectors or configuration are not excluded as external-provider outages.
7.2 LUMESO announces Scheduled Interruptions with reasonable advance notice where reasonably practicable. Urgent maintenance required to protect the security or stability of the Product may be performed without prior notice; in that case, LUMESO informs the Customer as soon as reasonably practicable.
7.3 In case of an Unscheduled Interruption, LUMESO begins remediation promptly and uses commercially reasonable efforts to restore the Product as soon as reasonably practicable. For material interruptions, LUMESO provides the Customer with reasonable status information.
7.4 LUMESO grants the availability discounts specified in the Order Form. The exclusions in clause 7.1 apply only to availability measurement and these discounts. Subject to the following sentence, they do not otherwise limit LUMESO’s obligations under clause 7.3 or the Customer’s rights under clauses 6.3, 12 or 13.2. An impairment caused exclusively by an external hosting or AI-provider outage beyond LUMESO’s reasonable control does not give rise to remedies under clause 6.3. Clause 14 remains unaffected. This does not apply to the extent that the impairment results from LUMESO’s selection, configuration or integration of the provider for which LUMESO is responsible, or from LUMESO’s failure to take commercially reasonable measures to limit the impairment. Availability discounts are credited against other recovery only to the extent that they compensate for the same impairment or loss.
7.5 Support is requested through the ticket system accessible within the Product; if unavailable, by email to the support address in the Order Form. Support Hours are Business Days from 09:00 to 17:00 Europe/Vienna time. LUMESO handles requests within a reasonable time, taking account of their urgency. Different response targets apply only where agreed in the Order Form and are efforts commitments, not guaranteed resolution times.
8. Fees and payment
8.1 The Customer pays the Product Fees stated in the Order Form, which also specifies the applicable billing units and calculation rules. Unless the Order Form says otherwise, Usage Fees are invoiced monthly in arrears and optional packages such as onboarding or training are invoiced when ordered.
8.2 Invoices are payable within 30 days of the invoice date in EUR by bank transfer. All amounts exclude VAT and other applicable taxes, which the Customer pays in addition. The Customer may set off only claims that are undisputed or established by a final court decision.
8.3 Services outside the Order Form scope are provided on a time-and-materials basis at LUMESO’s then-current rates, after the Customer’s prior written approval of a quote.
8.4 LUMESO may adjust the Product Fees with effect from the start of a renewal Subscription Term by written notice to the Customer at least four months before the end of the current Subscription Term. The Customer may respond by exercising its ordinary right of termination under clause 13.1. Fees are not adjusted during a running Subscription Term.
8.5 If the Customer does not pay an undisputed amount when due, LUMESO may, after a written reminder with a 14-day grace period that refers to the suspension, suspend access until full payment. Default interest of 4 percentage points above the main refinancing rate of the European Central Bank in force on the first calendar day of the half-year concerned applies; the Parties exclude the statutory rate under § 456 UGB to that extent.
8.6 Either Party may request correction of an invoicing error within 30 days of receipt of the invoice. After that period, the invoice is final, except for errors that could not reasonably have been identified within that period, fraud, or where mandatory law provides otherwise. The time limits in clauses 8.6 and 8.7 do not limit remedies under clauses 6.3 and 7.4.
8.7 The Customer may dispute an invoice in writing, stating the reasons, within 30 days of receipt. Undisputed parts remain payable.
9. Data protection
9.1 Each Party complies with the data protection laws applicable to it. Where LUMESO processes personal data on behalf of the Customer, it does so as processor under the DPA, which forms part of the contract.
9.2 Customer Data in the Product’s primary hosting environment is stored at rest in the hosting region specified for the relevant Tenant in the Order Form. Personal data may otherwise be processed as described in the DPA and the Sub-processor List. Any processing outside the EEA complies with Chapter V GDPR.
9.3 LUMESO implements and maintains the technical and organizational measures described in the DPA.
10. Confidentiality
10.1 “Confidential Information” is all non-public technical, commercial or financial information a Party receives from the other in connection with the contract, including Customer Data, pricing, roadmaps and know-how, whether marked confidential or not.
10.2 Each Party uses Confidential Information only to perform the contract and, in the case of LUMESO, as permitted by clause 5, protects it with at least the care it applies to its own confidential information and discloses it only to employees, Affiliates, advisers and sub-processors who need it and are bound by appropriate confidentiality obligations.
10.3 The obligation does not apply to information that is or becomes public without breach, was already lawfully known to the recipient, is received from a third party without restriction, or is independently developed. Disclosure required by law or a competent authority is permitted if the other Party is informed in advance, where legally possible, and disclosure is limited to what is required.
10.4 The obligation lasts for the term of the contract and five years thereafter; for Customer Data and trade secrets it lasts as long as the information remains confidential.
11. Intellectual property
11.1 All intellectual property rights in the Product, the Documentation, the data-processing models and all improvements developed by LUMESO, whether or not based on Customer feedback or usage, remain with LUMESO or its licensors. The Customer receives only the license in clause 4.1.
11.2 Each Party protects the other’s intellectual property against unauthorized access or misuse with appropriate security measures.
11.3 If a third party claims that the Product as provided infringes its intellectual property rights, LUMESO shall at its option procure the right to continue using the Product, modify it so that it no longer infringes, or, if neither is commercially reasonable, terminate the affected part of the contract and refund prepaid fees pro rata. This does not apply to claims caused by Customer Data, by the Customer’s integration or by use contrary to the contract.
12. Liability and indemnification
12.1 Each Party is liable without limitation for intent, for injury to life, body or health, and in any other case where a limitation of liability is prohibited by law.
12.2 In all other cases, each Party is liable for direct damage caused by negligence only up to the applicable cap under clause 12.3. Liability for indirect or consequential damage is excluded, unless clause 12.1 applies. Indirect or consequential damage includes in particular loss of profit, loss of production, costs and claims resulting from actions taken on the basis of incorrect, incomplete or late order data, contractual penalties and other claims of the Customer’s own customers, loss of data (unless caused by LUMESO’s breach of the DPA, in which case it is direct damage subject to the cap in clause 12.3), and, except as provided in clause 12.5, claims of third parties. Direct damage includes the reasonable cost of restoring data and of correcting processing results where LUMESO’s breach has caused the loss or error.
12.3 Subject to clause 12.1, the aggregate liability of each Party for all events occurring under an Order Form during a Subscription Term, including liability for its representatives, employees and sub-processors, is limited to the greater of the recurring Product Fees paid or payable under that Order Form for that Subscription Term, including minimum monthly fees and Usage Fees but excluding one-off fees, reimbursable expenses and taxes, and EUR 3,000. This cap does not apply to the Customer’s payment obligations. For claims caused by a Party’s gross negligence, and for claims arising from personal data breaches caused by LUMESO’s breach of the DPA, the aggregate liability of the relevant Party for all such events occurring during that Subscription Term is limited to the greater of the general cap in the first sentence and EUR 20,000, to the extent such limitation is permitted by law. Each cap applies to all claims of the Customer and its Affiliates together, and Affiliates assert claims only through the Customer. Fee reductions, discounts and refunds of fees provided for in this contract are not subject to these caps and do not count towards them.
12.4 Claims for damages must be notified to the other Party in writing within 12 months of the claimant becoming aware of the damage and the liable Party. This notification requirement does not shorten any mandatory statutory limitation period.
12.5 The Customer indemnifies LUMESO against third-party claims arising from Customer Data, from unlawful use of the Product by the Customer or its Authorized Users, or from the Customer’s ERP integration, to the extent the claim is not caused by LUMESO’s breach of the contract or the DPA. LUMESO indemnifies the Customer against third-party claims that the Product as provided by LUMESO infringes intellectual property rights, with the exclusions and options in clause 11.3. The indemnified Party informs the other promptly, lets it conduct the defence and gives reasonable assistance. Indemnities are subject to clause 12.3.
12.6 LUMESO is not liable for unavailability caused by disruptions of networks outside the control of LUMESO and its sub-processors or by force majeure under clause 14.
13. Term and termination
13.1 The contract starts on the Effective Date in the Order Form and runs for the initial Subscription Term. It renews automatically for successive Subscription Terms of 12 months unless either Party gives written notice of termination at least three months before the end of the current Subscription Term.
13.2 Either Party may terminate the contract for cause with immediate effect if the other Party (a) commits a material breach and, where the breach can be remedied, fails to remedy it within 30 days of a written warning, or (b) enters liquidation, stops its payments or is refused insolvency proceedings for lack of assets; termination because insolvency proceedings are opened is permitted only to the extent §§ 25a and 25b of the Austrian Insolvency Code (IO) or the equivalent applicable law allow. Material breaches include unauthorized disclosure of Confidential Information, use of the Product outside the license, persistent failure to provide the Product, and non-payment after the grace period in clause 8.5. The period in this clause does not restrict termination under clause 6.3.
13.3 On termination or expiry, the Customer pays all Product Fees accrued to the end date, and the license ends.
13.4 Switching and data export. Upon termination or expiry, LUMESO enables the Customer to retrieve and export its exportable Customer Data and related metadata in a structured, commonly used and machine-readable format. Where the EU Data Act applies, the Customer may request a switch to another provider or its own infrastructure, or request deletion, with a notice period not exceeding two months. LUMESO completes the transition within 30 calendar days after that notice period, supports the Customer’s exit strategy relevant to the contracted services by providing relevant information and reasonable assistance, maintains service continuity and security throughout the transition and retrieval period, and informs the Customer of known continuity risks. If 30 days is technically infeasible, LUMESO informs the Customer within 14 working days, explains the reasons and specifies an alternative period not exceeding seven months; the Customer may extend the transition period once for a period it considers appropriate. The exportable categories are the Customer’s submitted documents, extracted and corrected data, customer-specific mappings and configurations, any digital assets for which the Customer has a right of use independent of this contract, and the related metadata required to use them. Excluded are LUMESO’s source code, models, general algorithms, security-sensitive information and internal data protected as intellectual property or trade secrets, provided this does not impede switching. The contract is considered terminated, and LUMESO notifies the Customer, when the switch is successfully completed or, where deletion is requested, at the end of the notice period. A switch does not affect fees accrued up to termination. Where a switch terminates a fixed Subscription Term early, the Customer shall, to the extent permitted by law, pay a proportionate early termination charge equal to the monthly minimum fees agreed for the remainder of that Subscription Term, less costs saved by LUMESO. This charge is not a switching charge. Unless the Customer requests earlier deletion under the DPA, exportable data remains available for at least 30 calendar days after the transition and is then deleted, subject to legal retention obligations. Switching charges apply only where permitted by law.
13.5 Except for reductions and refunds due under this contract, Usage Fees are not refundable and setup, training and other one-off fees are not refundable once the service has been performed. Where the Customer has prepaid fees, such as a minimum fee or prepaid usage, it receives a pro rata refund of the unused part for the remainder of the Subscription Term where the Customer terminates for cause under clause 13.2, for an uncured deviation under clause 6.3, under clause 14.3 (force majeure) or under clause 15.5 (changes to the GTC). Amounts already paid in excess of the fees reduced under clause 6.3 are credited against the next invoice or refunded if no further invoice will be issued.
13.6 Clauses which by their nature or wording are intended to continue after termination or expiry remain in effect.
14. Force majeure
14.1 Neither Party is liable for failure to perform, other than payment obligations, caused by events beyond its reasonable control, such as natural disasters, war, governmental action, strikes not limited to the Party’s own workforce, epidemics, widespread failure of public infrastructure or large-scale cyber-attacks that the Party could not reasonably have prevented.
14.2 The affected Party informs the other as soon as reasonably practicable of the event and its material effects and takes commercially reasonable measures to mitigate them. Only obligations and deadlines directly prevented by the event are suspended for its duration.
14.3 If the event lasts longer than four weeks, the Parties negotiate in good faith; failing agreement, either Party may terminate the contract in writing, and clause 13.5 applies to prepaid fees pro rata.
15. Changes to these GTC
15.1 LUMESO may change these GTC with effect from the start of the next Subscription Term. LUMESO informs the Customer of the new edition and its date in writing at least four months before the end of the current Subscription Term, so that the Customer can exercise its ordinary right of termination under clause 13.1 if it does not agree.
15.2 Changes that are required by law or that only benefit the Customer may take effect earlier, on 30 days’ notice, or on shorter notice where required by law.
15.3 Changes to the Sub-processor List follow the DPA, not this clause.
15.4 Published terms for a feature launched after the Effective Date apply when the Customer activates that feature after the terms have been made available and do not change the terms for the scope agreed in the Order Form.
15.5 LUMESO may change these GTC during a Subscription Term where this is necessary for legal, security or technical reasons. Such changes may not affect the Product Fees, the Product scope agreed in the Order Form, clause 12 (Liability) or the DPA. LUMESO announces them in writing at least 60 days before they take effect, stating the reason. The Customer may terminate the contract with effect from the date the change takes effect by written notice within 30 days of the announcement; otherwise the change applies from that date.
16. Marketing reference
16.1 Unless the Customer objects in writing, LUMESO may name the Customer as a user of the Product and display the Customer’s name and logo on its website, in customer lists and in presentations, in good faith and without misrepresenting the relationship. The Customer may state publicly that it uses LUMESO.
16.2 Anything beyond clause 16.1, in particular case studies, success stories, quotes, statements attributed to named persons, press releases and joint marketing, requires the other Party’s prior written approval.
17. Governing law and disputes
17.1 The contract and all claims arising out of or in connection with it are governed by Austrian law, excluding its conflict-of-law rules and the UN Convention on Contracts for the International Sale of Goods.
17.2 The Parties first try in good faith to settle any dispute between their managements within 30 days of a written request.
17.3 The competent court at LUMESO’s registered seat in Linz, Austria, has exclusive jurisdiction. Proceedings are conducted in German.
17.4 Instead of clause 17.3, the Parties may agree in the Order Form that disputes are finally settled by arbitration under the Rules of Arbitration of the Vienna International Arbitral Centre (VIAC) by one arbitrator, with Vienna as the seat and German or English as the language of the proceedings as stated in the Order Form.
18. Assignment
18.1 Neither Party may assign or transfer the contract or rights under it without the other Party’s prior written consent, which may not be unreasonably withheld.
18.2 Either Party may assign the contract without consent to an Affiliate or to a successor in a merger, acquisition or sale of substantially all of its assets, provided the assignee assumes all obligations and the other Party is informed in writing. A change of control of a Party does not constitute an assignment or transfer of the contract.
18.3 LUMESO’s use of sub-processors is governed by the DPA and is not an assignment.
19. Final provisions
19.1 Notices under the contract, including notices of termination, are made by email to the notice addresses in the Order Form. A notice sent before 17:00 on a Business Day in the recipient’s local time is deemed received that day; otherwise, it is deemed received on the next Business Day. A notice is not deemed received if the sender receives a delivery failure message.
19.2 Amendments to the Order Form require a written amendment signed by both Parties in the form of clause 3.1. Text form by email suffices for notices, approvals and Special-Terms clarifications that do not change fees or scope.
19.3 The contract documents in clause 1.2 constitute the entire agreement and supersede all prior agreements on the same subject.
19.4 If a provision is or becomes invalid, the remaining provisions remain in force. The Parties replace the invalid provision with a valid one that comes closest to its economic purpose; the same applies to gaps.
19.5 Where the GTC exist in several languages, the English version prevails unless the Order Form provides otherwise.
19.6 Each Party complies with the export-control and sanctions laws applicable to it. The Customer must not use the Product in, or for the benefit of, a country, entity or person subject to EU or applicable international sanctions, and must not submit Customer Data whose export is subject to a licence requirement.
19.7 The contract creates no rights for third parties. The Parties are independent contractors; neither may bind the other.