Terms of Service

These Terms of Service (the "Terms") form a binding agreement between you and LUMIDAY, SAS with a share capital of €56,000, 38 rue des Mathurins, 75008 Paris, France, registered with the Paris Trade and Companies Register under number 108 184 516 ("Lumiday", "we", "us"). They govern your access to and use of the Lumiday platform and related services (the "Service").

By creating an account or using the Service, you agree to these Terms. If you use the Service on behalf of an organisation, you represent that you are authorised to bind it, and "you" refers to that organisation.

1. Eligibility

The Service is intended exclusively for professional use. You must be at least 18 years old and use the Service for the purposes of your trade, business or profession.

2. The Service

Lumiday is an AI-powered platform that helps businesses create, connect, modify and deploy business software, including on the Odoo ERP. We may change, add or remove features of the Service over time.

3. Accounts and workspaces

You must provide accurate information when creating your account and keep your credentials confidential. You are responsible for all activity under your account and must notify us promptly of any unauthorised use.

An account may belong to one or more workspaces. Workspace administrators manage members, permissions, connected tools and billing, and are responsible for the access they grant.

4. Plans, credits and payment

Some features are available only under a paid plan or consume credits. The price, billing period and content of each plan are shown in the platform at the time of subscription and form part of these Terms. Subscriptions renew automatically for the same period unless cancelled before the end of the current period. Free credits may be limited in amount and validity. Unless otherwise stated in the platform, fees are non-refundable.

5. Your content

You retain all rights in the content you submit to the Service ("Your Content"). You grant Lumiday a non-exclusive, worldwide, royalty-free licence to host, copy, process and transmit Your Content solely to provide, secure and improve the Service.

You are responsible for Your Content and for the tools you connect to the Service. You confirm that you have all the rights and authorisations needed to submit Your Content and to give Lumiday access to these tools, including a lawful basis for any personal data they contain.

6. AI-generated output

As between you and Lumiday, and to the extent permitted by applicable law, you own the code, configurations and other content generated for you through the Service ("Output"). Output may include third-party or open-source components, which remain subject to their own licences.

Output is generated automatically and may be inaccurate, incomplete or similar to content generated for other users. It does not constitute professional advice. You are responsible for reviewing and testing Output before using it, in particular before deploying it to production.

7. Acceptable use

You must not:

• use the Service in violation of any law or the rights of others;
• create or distribute malware, spam or fraudulent content;
• access systems or data without authorisation;
• attempt to circumvent the Service's security measures, usage limits or credit system;
• reverse-engineer the Service or extract its underlying software or models, except as permitted by law;
• disrupt or overload the Service;
• resell the Service without our written consent;
• use the Service in violation of the usage policies of the AI model providers we rely on.

8. Lumiday's intellectual property

The Service, including its software, interfaces, templates, trademarks and documentation, is owned by Lumiday or its licensors. Except for the rights expressly granted in these Terms, no rights are transferred to you.

If you send us feedback or suggestions, we may use them without any obligation to you.

9. Third-party services

The Service relies on third-party services, including hosting providers and AI model providers, and lets you connect third-party tools. Your use of third-party tools is governed by their own terms. Lumiday is not responsible for third-party services and may need to modify features if a third party changes its services.

10. Confidentiality

Each party will keep confidential the non-public information disclosed by the other party in connection with the Service and use it only to perform these Terms. This obligation does not apply to information that is public, already known to the receiving party, or required to be disclosed by law.

11. Data protection

Our Privacy Policy explains how we process personal data. When we process personal data on your behalf, our Data Processing Agreement applies and forms part of these Terms.

12. Availability

We make reasonable efforts to keep the Service available, but we do not guarantee that it will be uninterrupted or error-free. The Service may be interrupted for maintenance, updates or security reasons.

13. Suspension and termination

You may stop using the Service and close your account at any time from the platform settings.

We may suspend or terminate your access to the Service if you breach these Terms, if required by law, or to protect the security of the Service or other users. We may also terminate the Service with reasonable notice.

After termination, you have 30 days to export Your Content and Output. After that period, they are deleted in accordance with our Privacy Policy.

14. Disclaimer

Except as expressly provided in these Terms and to the extent permitted by law, the Service is provided "as is" and "as available", without warranty of any kind, including fitness for a particular purpose.

15. Limitation of liability

To the extent permitted by law:

• Lumiday is not liable for indirect damages, including loss of profits, revenue, data or business opportunities.
• Lumiday's total liability arising from or relating to the Service is limited to the greater of (i) the amounts you paid to Lumiday in the twelve (12) months preceding the event giving rise to the claim and (ii) one hundred euros (€100).

These limitations do not apply in case of gross negligence or wilful misconduct.

16. Indemnification

You will indemnify Lumiday against any third-party claims arising from Your Content or from your use of the Service in breach of these Terms or applicable law.

17. Force majeure

Neither party is liable for any failure or delay in performance caused by a force majeure event within the meaning of Article 1218 of the French Civil Code.

18. Changes to these Terms

We may update these Terms from time to time. We will notify you of significant changes by email or in the platform at least 30 days before they take effect. By continuing to use the Service after that date, you accept the updated Terms.

19. General

These Terms, together with the documents they refer to, form the entire agreement between you and Lumiday regarding the Service. If any provision is held invalid, the remaining provisions remain in effect. Failure to enforce a provision is not a waiver. You may not assign these Terms without our prior written consent. We may assign them to an affiliate or to a successor in the event of a merger, acquisition or sale of assets.

20. Governing law and jurisdiction

These Terms are governed by French law. Any dispute that cannot be resolved amicably falls within the exclusive jurisdiction of the competent courts of Paris, France.

21. Contact

LUMIDAY, 38 rue des Mathurins, 75008 Paris, France. Email: {CONTACT_EMAIL}