General Terms and Conditions
Dated 30.10.2026.
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"), (c) these GTC as dated in the Order Form, 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 the Customer.
Anonymized Data: data derived from Customer Data from which all personal data has been removed or irreversibly altered so that no natural person is identifiable, and from which the identity of the Customer and of its business partners cannot reasonably be derived.
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. A Business Case counts for billing once at least one of its Line Items has been transferred into the Customer's ERP system, subject to the unbilled-threshold rule in the Order Form.
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 country named for this purpose in the Order Form, if any.
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. A Line Item counts for billing once it has been transferred into the Customer's ERP system, subject to the unbilled-threshold rule in the Order Form.
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, including the fees per Business Case and per Line Item and any optional packages.
Scheduled Interruption: maintenance announced at least 10 Business Days in advance 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, billing and service levels.
Unscheduled Interruption: any unavailability of the Product other than a Scheduled Interruption.
Usage Fees: the fees per Business Case and per Line Item stated in the Order Form.
3. Conclusion of the contract
3.1 The contract is concluded (a) by both Parties signing an Order Form, by electronic signature or by exchange of signed PDF copies by email; (b) by the Customer confirming an Order Form sent by LUMESO in writing, for which email suffices; or (c) online, by a person acting for the Customer completing LUMESO's order process and clicking accept for the GTC, the DPA and the displayed fees and settings. In case (c) LUMESO's confirmation email, recording the accepted documents, fees and settings, serves as the Order Form.
3.2 An Order Form signed or sent by LUMESO is an offer valid for 14 days from its date. If the Customer's signature or confirmation does not reach LUMESO within that period, the offer lapses.
3.3 The person accepting on behalf of the Customer confirms that they are authorized to bind the Customer. LUMESO may rely on that authority where the person uses a business email address of the Customer or acts within the Customer's account.
3.4 By accepting, the Customer confirms that it has read the GTC and the DPA as dated in the Order Form. LUMESO keeps every dated edition available at the URL stated in the Order Form and records each acceptance with its time and the editions accepted.
3.5 Special Terms require agreement under clause 3.1 (a) or (b). The online process under clause 3.1 (c) does not allow deviations from the GTC or the DPA. In the online process the GTC and the DPA can be saved and printed before acceptance. The information duties under §§ 9 and 10 and the confirmation duty under § 11 of the Austrian E-Commerce Act (ECG) are waived to the extent permitted between entrepreneurs.
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 the published acceptable-use requirements of the artificial-intelligence sub-processors named in the Sub-processor List referenced in the DPA; (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 for a purpose that would make it a high-risk AI system under Regulation (EU) 2024/1689, in particular for decisions about natural persons.
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, meeting the minimum requirements in the Order Form.
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 supports the connection by (a) keeping the Documentation current, including the Developer Guideline with the interface specification, data formats and sample files; (b) providing a test Tenant; (c) answering integration questions through the ticket system during Support Hours; and (d) giving at least 60 days' written notice of interface changes that are not backward-compatible. Further integration work, such as building the converter or on-site assistance, is provided only where stated in the Order Form or 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, maintain and improve the Product in accordance with the contract and the DPA, and acquires no other rights in it.
5.2 LUMESO may use Customer Data in anonymized and aggregated form, during and after the Subscription Term, to improve the Product. Anonymized Data contains no personal data and does not identify the Customer or its business partners. Know-how and improvements derived in this way belong to LUMESO and become part of the Product.
5.3 LUMESO does not use Customer Data containing personal data to train generative artificial-intelligence models and does not make Customer Data accessible to other tenants.
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.
5.5 Personal data within Customer Data is processed in accordance with the DPA.
6. Warranty
6.1 LUMESO uses commercially reasonable efforts to ensure that, during the Subscription Term, the Product performs 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. Extracted data are proposals generated with artificial intelligence; LUMESO does not warrant their accuracy or completeness. The Customer reviews and approves results before transfer to its ERP system and is responsible for their use; where it configures automatic transfer without review, it bears that risk.
6.3 The Customer reports substantial deviations from the Order Form specification through the ticket system with enough detail to reproduce them. If LUMESO does not remedy a substantial deviation within 30 Business Days of such a report, or within 10 Business Days where the deviation blocks order-data processing (Severity 1 under the Order Form), the Customer may terminate the contract with written notice and receive a pro rata refund under clause 13.5. Except in cases of intent or gross negligence, this is the Customer's sole remedy for deviations from the specification.
6.4 LUMESO maintains business liability insurance customary for software-as-a-service providers of its size and provides a confirmation of cover on 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 as described there. Scheduled Interruptions, events outside the control of LUMESO, including failures of sub-processors' services, and interruptions caused by the Customer or its systems are excluded from the measurement.
7.2 LUMESO announces Scheduled Interruptions in writing at least 10 Business Days in advance and places them outside the Customer's normal business hours where reasonably possible.
7.3 In case of an Unscheduled Interruption, LUMESO begins remediation promptly, uses commercially reasonable efforts to restore the Product within one Business Day of detection, and informs the Customer of the time, expected duration, affected components and cause as soon as reasonably practicable.
7.4 Availability is measured per calendar day as described in the Order Form; a day below the agreed level is a "Failed Day". For each Failed Day LUMESO grants a discount of 5 % of the Usage Fees for that calendar month (or of the minimum monthly fee, if higher), in total not more than the amount invoiced for that month and not more than 10 % of the amounts invoiced for the Subscription Term. LUMESO reports Failed Days with the monthly invoice and deducts the discount from it; discounts are never paid out. Except for intent or gross negligence, this discount is the Customer's sole remedy for shortfalls in availability and missed restoration targets.
7.5 Support is requested through LUMESO's ticket system; if the ticket system is unavailable, by email to the support address in the Order Form. Support hours, severity levels, response targets and the escalation path are set out in the Order Form. Response targets are efforts commitments, not guaranteed resolution times.
8. Fees and payment
8.1 The Customer pays the Product Fees stated in the Order Form. Unless the Order Form says otherwise, the fees per Business Case and per Line Item are invoiced monthly in arrears based on the usage of the previous month, and optional packages such as onboarding or training are invoiced when ordered. Where the Order Form provides a minimum monthly fee and the Usage Fees of a month fall short of it, LUMESO invoices the difference as minimum fee.
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 45 days of the invoice date; afterwards the invoice is final, except in case of fraud.
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 LUMESO stores Customer Data at rest within the European Economic Area (EEA) and transfers personal data outside the EEA only to sub-processors on the Sub-processor List referenced in the DPA, on the basis of a transfer tool under Art. 44 et seq. GDPR.
9.3 LUMESO implements and maintains the technical and organizational measures described in the DPA and reviews them regularly.
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 confidentiality obligations no less strict than this clause.
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, the Anonymized Data 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 and gross negligence, for injury to life, body or health, and where liability cannot be limited under mandatory law.
12.2 In all other cases, each Party is liable for slight negligence only for direct damage and only up to the cap in 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 total liability of each Party under the contract, including for its representatives, employees and sub-processors, is limited to the greater of the Product Fees paid or payable for the 12 months preceding the event giving rise to the claim and EUR 3,000. This cap does not apply to the Customer's payment obligations or to the Customer's breach of clause 4.2. For claims arising from a personal data breach caused by LUMESO's breach of the DPA, LUMESO's total liability is limited to the greater of the amount in the first sentence and EUR 20,000. Each cap applies in aggregate per Order Form to all claims of the Customer and its Affiliates together, and Affiliates assert claims only through the Customer.
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, unless mandatory law provides a longer 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.
13.3 On termination or expiry, the Customer pays all Product Fees accrued to the end date, and the license ends.
13.4 LUMESO makes the Customer Data available for download in a common machine-readable format (e.g. CSV) for 30 days after the end date without a separate request. After that period LUMESO deletes the Customer Data, except Anonymized Data under clause 5.2 and data LUMESO must retain by law, and confirms the deletion in writing on request.
13.5 Usage Fees are not refunded. 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). Setup, training and other one-off fees are not refundable once the service has been performed.
13.6 Clauses 5.2, 5.4, 9, 10, 11, 12, 13.3 to 13.6, 17 and 19 survive termination or expiry.
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 in writing within 7 days, describing the event, its impact and expected duration, and takes reasonable steps to mitigate. Affected obligations and deadlines are suspended for the duration of the event.
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.
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 from the Customer's first use of that feature 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 or to introduce new functionality. 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.
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 in writing by email to the addresses in the Order Form. A notice of termination is effective when the recipient confirms receipt by email; if no confirmation is received within three Business Days, the sender may deliver it by registered letter.
19.2 Amendments to the Order Form require agreement of both Parties in the form of clause 3.1 (a) or (b). 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.