General Terms and Conditions

1.1 These GTC govern the use of the Software-as-a-Service solution "LumAIa" (hereinafter "Platform"), including all modules, interfaces, documentation, and associated services by the customer (hereinafter "Customer").

1.2 The Platform is provided exclusively to companies, self-employed individuals, public authorities, and other organizations that enter into the contract within the scope of their professional or commercial activity. Contracting with consumers is excluded. By registering, the Customer confirms that they are not acting as a consumer.

1.3 The Platform is a tool to support product, marketing, communication, and media processes. It includes, in particular, modules for media strategy, digital campaigns, publishing, media and reporting, as well as asset and brand management. The specific scope of services depends on the booked plan (STARTER, PRO, AGENCY), the booked modules, and the service description at https://lumaia.studio/en-ch/platform.

1.4 In the event of contradictions, the following order of precedence applies: (a) Data Processing Agreement (DPA) on data protection issues, (b) these GTC, (c) service description and documentation.

1.5 Deviating or supplementary terms and conditions of the Customer, specifically purchasing conditions, shall only apply if LumAIa expressly agrees to them in writing. The unreserved provision of services does not constitute agreement.

2.1 The contract is concluded upon completion of the online registration and activation of the account by LumAIa or upon actual use of the Platform by the Customer, whichever occurs first.

2.2 The Customer ensures that the data provided during registration is complete and accurate, and keeps it up to date. The person acting during registration confirms that they are authorized to represent the Customer.

2.3 Access credentials must be treated confidentially and may not be passed on to third parties. Named-user licenses (Seats) are assigned to a specific natural person and cannot be used simultaneously by multiple people. A Seat can be transferred to another person in the event of personnel changes, but not repeatedly to circumvent license fees. Sharing Seats among multiple people is prohibited.

2.4 The Customer is responsible for all actions taken through their accounts. In case of suspected misuse or compromise, LumAIa must be informed immediately (legal(at)lumaia.studio).

3.1 LumAIa grants the Customer, for the duration of the contract, a non-exclusive, non-transferable, and non-sublicensable right to use the booked modules to the agreed extent (plan, number of Seats, number of Brands, storage, Credits) for their own business purposes. The Customer does not receive a copy of the software; use takes place exclusively via the access points provided by LumAIa.

3.2 In particular, the following are impermissible: (a) reverse engineering, decompilation, or disassembly, unless imperatively permitted by law; (b) circumvention of technical usage, credit, or security restrictions; (c) sub-renting or providing access to third parties outside the Customer’s own organization; (d) automated reading of the Platform (scraping or data extraction) beyond the documented interfaces; (e) use of the Platform or its outputs to develop or train competing AI or software products; (f) attempts to extract, reconstruct, or replicate underlying models, model weights, parameters, or system instructions; (g) load, penetration, or security testing without prior written consent.

3.3 LumAIa may use feedback, suggestions for improvement, and error reports from the Customer free of charge, indefinitely, and without attribution to further develop the Platform. Rights to the Customer’s content or data are not transferred thereby.

4.1 Under the AGENCY plan, the Customer may also use the Platform for work on behalf of its own clients. For this purpose, it creates a separate Brand within its account for each client. The number of allowed Brands depends on the booked plan; additional Brands will be billed according to the price list.

4.2 The Customer remains at all times the sole contractual partner of LumAIa. No contractual relationship arises between LumAIa and the Customer’s clients. The Customer is responsible for ensuring compliance with these GTC by all of its users.

4.3 The Customer acts towards its own clients in its own name and for its own account. It shall not make any commitments to them that go beyond this contract and shall indemnify LumAIa against claims arising from such additional commitments.

4.4 Under data protection law, the Customer is generally a data processor towards its own clients, and LumAIa is a sub-processor. The Customer ensures that sub-commissioning LumAIa is permissible. Details are regulated in the DPA.

5.1 "Customer Content" means all data, text, images, videos, trademarks, logos, product information, brand guidelines, and other content that the Customer or its users bring into the Platform or connect via interfaces ("Input"). Customer Content remains the property or legal ownership of the Customer or its licensors.

5.2 The Customer grants LumAIa the geographically unrestricted, non-exclusive right to store, reproduce, modify, transmit to sub-processors deployed according to Section 7, and process Customer Content to the extent necessary to perform the contractual services, troubleshoot, ensure security, and comply with legal obligations. This right ends with the deletion of the content or upon expiry of the retention periods pursuant to Section 13.6.

5.3 Rights to Customer Content. The Customer represents and warrants that it possesses all necessary rights to the Customer Content, in particular copyright, trademark, personal, image, and data protection rights, and that the submission and processing do not infringe third-party rights or statutory provisions.

5.4 Processing Rights for Third-Party Material. The Customer acknowledges that the Platform automatically modifies, combines, adapts, and transforms submitted content into derivative works. The rights required under Section 5.3 must therefore explicitly include the processing, alteration, transformation, AI-supported processing, and intended use of the resulting outputs. This applies in particular to image, video, and text material from suppliers, manufacturers, distributors, stock agencies, photographers, models, or other third parties. The Customer shall note in particular that licenses for manufacturer and supplier material are often restricted to unmodified reproduction and do not cover processing or AI-supported further processing. Checking and acquiring these rights is the sole responsibility of the Customer. LumAIa is under no obligation to verify the rights status of submitted content and assumes no responsibility for it.

5.5 "AI Outputs" (Output) are the results generated by the Platform, including text, images, videos, subtitles, metadata, media plans, and analytics. To the extent LumAIa can acquire rights to AI Outputs, it grants the Customer, upon full payment of the respective fees, an unrestricted as to time, place, and content, transferable right to use the AI Outputs generated for it. This grant of rights refers only to LumAIa’s contributions and does not expand the Customer’s rights to the submitted Customer Content.

5.6 The Customer acknowledges that (a) depending on the jurisdiction, AI Outputs may not be eligible for copyright protection, (b) identical or similar outputs may be generated for other users and LumAIa can therefore not guarantee exclusivity, and (c) AI Outputs may be incorrect, incomplete, outdated, misleading, or legally problematic ("hallucinations").

5.7 Customer’s Duty to Inspect. The Customer is obligated to review and approve AI Outputs in terms of content, compliance (specifically unfair competition, trademark, copyright, medical product, financial, and food advertising law), and factual accuracy before any external use, particularly prior to publication, ad deployment, or sharing with third parties. Automated brand-safety and compliance filters on the Platform are tools and do not replace this review.

5.8 LumAIa does not use Customer Content to train third-party general AI models. It may use aggregated, anonymized usage statistics that cannot be traced back to the Customer for the purpose of improving, capacity planning, and securing the Platform.

6.1 The Customer may not use the Platform to generate, store, or distribute content that (a) is unlawful, misleading, discriminatory, glorifies violence, pornographic, or harmful to minors; (b) infringes third-party rights; (c) contains malware; (d) constitutes unsolicited mass communications (spam); (e) deceptively depicts real individuals without their consent (deepfakes); or (f) contains special categories of personal data without a sufficient legal basis.

6.2 The Customer agrees to comply with the platform guidelines of the respective ad channels (e.g., Google, Meta, LinkedIn, TikTok) as well as applicable labeling requirements for AI-generated content when creating and serving promotional assets. LumAIa provides technical tools for this purpose, in particular labeling functions and provenance tracking for generated assets. These tools do not relieve the Customer of the duty to independently verify and comply with the labeling regulations applicable in the respective target market and channel.

6.3 In the event of a reasonable suspicion of a material violation, a threat to system security, or unlawful use, LumAIa may block affected content and temporarily restrict access in whole or in part. It shall inform the Customer immediately and, as far as possible, choose the least intrusive appropriate measure. Further rights under Section 13 remain reserved.

7.1 LumAIa is entitled to engage subcontractors and third-party cloud, AI, and infrastructure services to perform the services. The providers engaged are listed in the Privacy Policy or the DPA and kept up to date there.

7.2 The Customer acknowledges that functions of the Platform depend on third-party services (in particular AI models, ad platform APIs, payment services). Changes, price adjustments, discontinuations, or outages of such third-party services may affect the functional scope. LumAIa will endeavor to provide functionally equivalent replacements; there is no entitlement to a specific technology or model.

7.3 If the Customer connects its own third-party accounts (e.g., ad accounts, analytics, shop systems) to the Platform, the terms of the respective third-party provider shall additionally apply to those accounts. The Customer is responsible for obtaining the necessary permissions and authorizations.

8.1 Remuneration consists of (a) a license fee per module and billing period, (b) fees for user Seats, (c) any fees per additional Brand, (d) storage and add-on options, and (e) AI Credits. The applicable prices are derived from the price list valid at the time.

8.2 All prices are stated in Swiss Francs (CHF) and exclude value-added tax (VAT) as well as any foreign taxes and duties.

8.3 Credits. AI services are billed using LumAIa Credits (LC). Credit consumption per service type is set out in the applicable Credit Table displayed on the Platform. The handling of unused credits included in a plan depends on the booked plan: (a) Starter: Included Credits are credited at the beginning of each billing period (month) and expire at the end of the period if unused. No rollover to the subsequent period takes place. (b) Pro: Included Credits are credited at the beginning of each billing period (month). Unused Credits roll over to the subsequent period (Rollover); the total balance rolled over is capped at a maximum of twice (2x) the monthly included Credit volume. Any Credits beyond this threshold expire. (c) Agency: Usage is billed based on consumption (Pay-per-Use); consumption is invoiced in arrears according to the Credit Table and price list. There is no included, periodically expiring Credit allowance. Additionally purchased Credit packages (Top-ups) expire 12 months after purchase. Expired Credits are non-refundable, non-transferable, and non-replaceable. Credits are not legal tender, cannot be paid out, are non-tradable, and cannot be transferred to third parties.

8.4 LumAIa may adjust the Credit valuation of individual services if the underlying costs of the AI services change. Adjustments will be announced 30 days in advance and do not apply retroactively to already purchased Top-up packages.

8.5 If the available Credits are exhausted in plans with an included Credit allowance (Starter, Pro), credit-dependent features will be suspended until additional Credits are purchased. The Customer can activate automatic Top-ups in the account settings; in this case, Top-ups are automatically billed according to the chosen configuration. For plans with consumption-based billing (Agency, Pay-per-Use), no suspension occurs; consumption is billed retrospectively pursuant to Section 8.3(c).

8.6 Excess Usage. If more Seats, Brands, or storage space are used than booked, LumAIa is entitled to bill for the excess usage from the time it arose according to the price list and will inform the Customer accordingly.

8.7 Invoicing takes place in advance for each billing period. Payments are due within 30 days of the invoice date without deduction. Usage-based items are billed in arrears.

8.8 Payments can be made via the payment service provider Stripe (credit card, direct debit) or by invoice/bank transfer. In the case of credit card payments, the Customer authorizes recurring charges for the agreed term.

8.9 Default. In the event of late payment, default interest of 5 percent per annum is owed; LumAIa may also charge reminder fees of CHF 120 per notice. If a due payment remains outstanding after a written reminder and a grace period of 10 days, LumAIa may suspend access until full payment is received; the obligation to pay for the agreed term remains unaffected.

8.10 Price Adjustments. LumAIa may adjust prices with effect from the next renewal period by notifying the Customer at least 30 days prior to the end of the current term. If the total price increases by more than 10 percent as a result, the Customer may terminate the affected component of the contract at the end of the current term without cost. Adjustments due to statutory levies or taxes are possible at any time.

8.11 Offsetting against counterclaims is permitted only to the extent that such claims are undisputed or have been established by a final court judgment. Unless expressly stated otherwise in these GTC, fees already paid will not be refunded.

9.1 LumAIa provides services with the care of a professional provider according to state-of-the-art standards. It operates the Platform with the goal of high availability but does not guarantee a specific availability quota under these GTC. Binding availability and response guarantees are subject to individual agreements.

9.2 Planned maintenance windows will be performed outside of business hours (Europe/Zurich time zone) whenever possible and announced at least 48 hours in advance. Emergency measures to counter acute security risks are permitted at any time without prior notice.

9.3 Support is provided to the extent specified for the booked plan and via the channels provided. Details regarding support hours and response targets in the service description are service targets and not binding guarantees. Services necessitated by improper use, Customer Content, third-party systems, or custom adaptations requested by the Customer are not covered by support; such services may be billed on a time-and-materials basis according to the price list.

9.4 LumAIa continuously develops the Platform. It may add, modify, and, subject to a 60-day notice period, discontinue essential functions, provided that the overall contractual utility is not significantly impaired thereby. If a function essential to the Customer is discontinued without replacement, the Customer may terminate the affected component of the contract effective as of the date the change takes effect and receive a pro-rata refund of prepaid, unused fees.

10.1 LumAIa warrants that the Platform substantially performs the functions set forth in the service description during the term of the contract. The Customer shall report defects promptly upon discovery with a comprehensible description.

10.2 LumAIa shall remedy reported defects within a reasonable period through remediation or by providing an equivalent workaround. If this fails after two unsuccessful remediation attempts within a reasonable period, the Customer may reasonably reduce the remuneration for the affected part of the service or terminate the affected component of the contract as of the end of the current month.

10.3 Excluded from the warranty are impairments resulting from (a) Customer Content or improper use, (b) hardware, software, networks, or third-party services not provided by LumAIa, (c) unauthorized third-party intervention, or (d) use contrary to the documentation.

10.4 No Guarantee of Results. LumAIa owes the provision of the Platform, not a specific marketing, reach, ranking, revenue, or ROI success. Statements regarding time savings, cost reductions, or effectiveness are non-binding estimates based on experience and not guarantees. In particular, there is no warranty that AI Outputs are accurate, complete, up to date, free of third-party rights, or fit for a particular purpose.

10.5 To the maximum extent permitted by law, any further warranties, representations, and conditions, express or implied, are excluded.

11.1 LumAIa is liable without limitation for personal injury as well as for damage caused by intentional misconduct or gross negligence. Mandatory statutory liability provisions remain unaffected.

11.2 In all other respects, LumAIa’s liability per claim and in the aggregate per contract year is limited to the amount of remuneration actually paid by the Customer in the twelve months preceding the event giving rise to the claim for the affected service, up to a maximum of CHF 10,000.

11.3 To the extent permitted by law, liability for indirect damages and consequential damages – specifically lost profits, lost savings, loss of production, loss of reputation, loss of data, third-party claims, and costs for replacement procurement – is excluded.

11.4 LumAIa is not liable for damage arising from (a) the use of AI Outputs without the review owed under Section 5.7, (b) Customer Content and its legality, in particular missing processing rights under Section 5.4, (c) outages or changes to third-party services pursuant to Section 7, (d) actions of the Customer’s users, and (e) loss of data to the extent that the Customer failed to carry out reasonable back-ups.

11.5 Indemnification by the Customer. The Customer shall indemnify and hold LumAIa harmless against third-party claims arising from Customer Content or the use of the Platform by the Customer or its users violating third-party rights or statutory provisions, including reasonable legal defense costs. This includes in particular claims by suppliers, manufacturers, stock agencies, photographers, depicted individuals, or other rights holders asserting that submitted material was modified, processed further, or published without the necessary processing or usage rights.

11.6 IP Indemnification by LumAIa. If a claim is brought against the Customer alleging that contractual use of the Platform itself (excluding Customer Content and AI Outputs) infringes a third-party intellectual property right in Switzerland or the EEA, LumAIa shall defend the Customer at its own expense, provided the Customer informs LumAIa immediately, cedes control of the proceedings to LumAIa, and reasonably cooperates. LumAIa may, at its option, modify the Platform, replace it, or terminate the affected component of the contract and refund prepaid fees on a pro-rata basis.

12.1 The processing of personal data is governed by the Privacy Policy and, to the extent LumAIa processes personal data on behalf of the Customer, by the Data Processing Agreement (DPA). The DPA forms an integral part of this contract and, in the event of conflicts, takes precedence over these GTC on data protection matters.

12.2 The Customer is responsible for the lawfulness of the personal data it submits, in particular for having the necessary legal basis, informing the data subjects, and the admissibility of transferring data to LumAIa.

12.3 Both parties shall treat the confidential information of the other party as confidential during the term of the contract and for two years thereafter, use it solely for contract performance, and disclose it only to employees and agents who need it for contract performance and are subject to an equivalent duty of confidentiality. Excluded is information that is publicly known, independently developed, or required to be disclosed by law or official order; in the latter case, the disclosing party shall notify the other party in advance to the extent legally permissible.

12.4 LumAIa maintains appropriate technical and organizational measures to protect data (encryption in transit and at rest, access controls, logging, backups, disaster recovery). Details are set out in the DPA and the security documentation.

12.5 LumAIa may reference the Customer as a reference customer and use its logo for this purpose subject to prior written consent. Consent may be revoked at any time with effect for the future.

13.1 The contract commences upon activation of access and runs for the initial term selected upon booking.

13.2 The contract automatically renews for successive periods of equal duration unless terminated in text form by either party with a notice period of one month (for monthly subscriptions: 30 days) prior to the end of the current term.

13.3 A reduction of modules, Seats, or Brands takes effect no earlier than the end of the current term. Upgrades are possible at any time and will be charged on a pro-rata basis.

13.4 Either party may terminate the contract for cause with immediate effect, in particular if (a) the other party fails to perform a material contractual obligation despite a written warning and a 15-day grace period, (b) bankruptcy or composition proceedings are opened against the other party or it becomes insolvent, (c) the Customer severely breaches Section 3.2 or Section 6, or (d) continuation becomes legally impermissible for LumAIa.

13.5 Upon termination of the contract, all rights of use granted to the Customer expire, with the exception of the rights to AI Outputs already obtained under Section 5.5. Unused Credits expire without refund.

13.6 Data Export and Deletion. The Customer may download its Customer Content during the term of the contract and for 30 days following contract termination via the Platform’s export functions. Thereafter, Customer Content will be deleted within 90 days, provided no statutory retention obligations apply; backups will be overwritten according to regular rotation cycles. Individual export support or migration assistance may be agreed upon a time-and-materials basis.

13.7 Sections 5.3 to 5.8, 8 (for outstanding claims), 11, 12.3, 13.5 to 13.7, and 15 shall survive the termination of the contract.

14.1 LumAIa may amend these GTC to reflect changes in the legal situation, technology, or service offerings. It shall inform the Customer in text form (e.g., via email or notice within the Platform) at least 30 days prior to the effective date.

14.2 If the Customer does not object in text form prior to the effective date, the amended GTC shall be deemed accepted. In the event of an objection, the previous GTC shall continue to apply until the end of the current term; LumAIa may in this case terminate the contract as of the end of the current term. Attention will be explicitly drawn to these legal consequences in the notification.

15.1 Force Majeure. Neither party shall be liable for non-performance due to events beyond its reasonable control (including natural disasters, war, epidemics, strikes, official actions, widespread power, network, or cloud outages, large-scale cyberattacks). Performance obligations are suspended for the duration of the event; if it lasts longer than 60 days, either party may terminate the affected component of the contract.

15.2 Assignment. The Customer may only assign the contract with the prior written consent of LumAIa. LumAIa may transfer the contract to an affiliated company or legal successor as part of a restructuring, merger, or transfer of the relevant business unit; it shall inform the Customer accordingly.

15.3 No Employment or Partnership. The parties are independent contracting parties. No employment, mandate, partnership, or agency relationship is created beyond the subject matter of this contract.

15.4 Export Control and Sanctions. The Customer confirms that it and its users are not listed on relevant sanctions lists and will not use the Platform in violation of applicable export control or sanctions regulations.

15.5 Text Form. Notifications must be made in text form (email to the addresses on file in the account is sufficient), unless written form is explicitly required.

15.6 Severability. Should individual provisions be invalid or unenforceable, the remaining contract shall remain valid. The invalid provision shall be replaced by a valid provision that comes closest to the economic purpose of the original provision.

15.7 Applicable Law and Language. Substantive Swiss law shall apply exclusively, to the exclusion of conflict-of-law rules and the United Nations Convention on Contracts for the International Sale of Goods (CISG). This English version of the General Terms and Conditions is a machine translation provided for convenience purposes only. In the event of any conflict, discrepancy, or dispute arising out of or in connection with these GTC, the German language version shall be solely binding and authoritative.

15.8 Place of Jurisdiction. The exclusive place of jurisdiction for all disputes arising out of or in connection with this contract is Zug, Switzerland. LumAIa remains entitled to bring action at the Customer’s registered seat. Prior to initiating formal proceedings, the parties shall attempt to reach an amicable settlement at the executive management level for a period of 30 days.