Terms of Service

1. Definitions

• “LumosTech”, “we”, “us” — LumosTech B.V., registered in Tilburg, the Netherlands.
• “Client”, “you” — the business entity engaging LumosTech for Services.
• “Services” — the work described in an applicable proposal, statement of work, quotation or order (each an “SOW”).
• “Deliverables” — any output, software, documentation or materials produced for the Client under an SOW.
• “Fees” — the amounts payable for the Services as set out in the SOW.

2. Agreement structure

2.1 These Terms apply to every SOW between LumosTech and the Client. The SOW and these Terms together form the “Agreement”.

2.2 Where an SOW conflicts with these Terms, the SOW prevails for that engagement only.

2.3 The Client’s own purchase terms or general conditions are expressly excluded and do not apply.

3. Scope of Services

3.1 LumosTech provides the following categories of Services: SaaS platforms (hosted applications); IT consulting (design, development, technical advisory); and marketing and advertising services.

3.2 The Services expressly exclude concierge services, delivery or logistics services, and transaction or payment-handling services. LumosTech is not a party to, and accepts no responsibility for, any such activity carried out by the Client or third parties.

3.3 LumosTech performs the Services with reasonable skill and care — an obligation of means (inspanningsverplichting), not a guarantee of a specific result.

3.4 Any work outside the agreed SOW scope is a change request and may affect timeline and Fees; changes are binding only when agreed in writing.

3.5 Estimates, timelines and roadmaps are indicative and made in good faith; they are not fixed deadlines unless expressly stated as such in the SOW.

3a. Relationship with other services

3a.1 LumosTech may provide infrastructure, platform or technology services to independent entities and ventures operating under their own brand and management.

3a.2 Those entities are separate businesses responsible for their own operations, customers, content and compliance. LumosTech is not a party to any contract between such an entity and that entity’s end customers, and is not responsible for those entities’ products, services, conduct or obligations towards their customers.

3a.3 Where LumosTech provides infrastructure or platform services, its responsibility is limited to the technology it directly supplies under the relevant SOW, and does not extend to the downstream business carried out on or through that infrastructure.

3b. Customer types and pricing

3b.1 LumosTech serves business clients, including SMEs and individuals acting in a professional or business capacity (for example sole traders / ZZP).

3b.2 Engagements run on a subscription, monthly-invoiced or fixed-fee basis, as specified per SOW.

3b.3 Where the Client is a consumer — a natural person acting outside a trade or business — section 16a applies, and any term conflicting with mandatory consumer law does not apply to that extent.

4. Client responsibilities

The Client agrees to:

• Provide accurate, complete and timely information, materials, access and decisions reasonably required for the Services;
• Designate an authorised contact empowered to give approvals and feedback;
• Provide feedback and approvals within agreed timeframes; delays may shift timelines and costs;
• Be responsible for the accuracy and legality of any data, content or instructions it supplies;
• Maintain its own backups of its data and systems.

LumosTech is not liable for delays, defects or losses arising from the Client’s failure to meet these responsibilities.

5. Acceptance of Deliverables

5.1 The Client will review Deliverables within ten (10) business days of delivery and either accept them or give specific written notice of material non-conformities.

5.2 If no such notice is given within that period, or the Client uses the Deliverable in production, the Deliverable is deemed accepted.

5.3 After acceptance, Deliverables are provided “as is” and any further changes are treated as new Services.

6. Fees, invoicing and payment

6.1 Fees are stated exclusive of VAT (BTW) and any applicable taxes or third-party costs.

6.2 Unless the SOW states otherwise, invoices are payable within fourteen (14) days of the invoice date.

6.3 Late payments accrue statutory commercial interest (wettelijke handelsrente) under Dutch law, plus reasonable collection costs.

6.4 LumosTech may suspend Services or withhold Deliverables while undisputed invoices remain unpaid, without liability for resulting delay.

6.5 Fees already invoiced for work performed are non-refundable except where required by mandatory law.

7. Intellectual property

7.1 Each party retains ownership of IP it owned before the engagement and of its own pre-existing tools, frameworks, libraries and know-how (“Background IP”).

7.2 IP rights in bespoke Deliverables created specifically for the Client transfer to the Client on full payment of all related Fees. Until then, LumosTech retains all rights.

7.3 LumosTech retains ownership of all platform and SaaS IP, including hosted software and Background IP, and grants the Client a non-exclusive, non-transferable licence to use it solely as embedded in or accessed through the Deliverables during the term. IP in custom development transfers to the Client on full payment, per 7.2.

7.4 LumosTech may use general skills, experience and know-how gained during the engagement for other clients, and may reference the engagement as a portfolio item unless the SOW states otherwise.

8. Confidentiality

8.1 Each party will keep the other’s non-public information confidential and use it only to perform or receive the Services.

8.2 This does not apply to information that is public, independently developed, lawfully received from a third party, or required to be disclosed by law.

8.3 These obligations survive termination for three (3) years.

9. Warranties and disclaimers

9.1 LumosTech warrants that the Services will be performed with reasonable skill and care.

9.2 Except as expressly stated, and to the fullest extent permitted by law, LumosTech disclaims all other warranties, express or implied, including merchantability, fitness for a particular purpose, uninterrupted or error-free operation, and that Deliverables will meet requirements not specified in the SOW.

9.3 Software and IoT systems may contain errors; LumosTech does not warrant that all defects can or will be corrected.

9.4 LumosTech is not responsible for third-party products, services, APIs, hosting or open-source components, which are governed by their own terms.

10. Limitation of liability

10.1 Nothing in this Agreement excludes or limits liability that cannot be excluded by law, including liability for intent or gross negligence (opzet of bewuste roekeloosheid), death or personal injury caused by negligence, or fraud.

10.2 Subject to 10.1, LumosTech’s total aggregate liability arising out of or in connection with the Agreement — whether in contract, tort or otherwise — is limited to the total Fees paid by the Client under the relevant SOW in the twelve (12) months preceding the event giving rise to the claim.

10.3 Subject to 10.1, LumosTech is not liable for indirect or consequential loss, including loss of profit, revenue, anticipated savings, business, goodwill or data, or for the cost of procuring substitute services.

10.4 LumosTech is not liable for loss arising from force majeure or from inaccurate, incomplete or unlawful information or instructions supplied by the Client.

10.5 The Client must notify LumosTech of any claim in writing within twelve (12) months of becoming aware of the relevant facts, after which the claim lapses.

10.6 LumosTech’s liability is reduced to the extent loss is caused or contributed to by the Client or by circumstances within the Client’s control.

11. Indemnity

The Client will indemnify LumosTech against third-party claims arising from: (a) data, content or instructions the Client supplied; (b) the Client’s use of the Deliverables in breach of this Agreement or applicable law; or (c) the Client’s infringement of third-party rights.

12. Term and termination

12.1 The Agreement runs until the Services are completed or as stated in the SOW.

12.2 Either party may terminate for material breach not cured within thirty (30) days of written notice.

12.3 Either party may terminate immediately if the other becomes insolvent or enters suspension of payments (surseance) or bankruptcy.

12.4 On termination, the Client pays for all Services performed and costs committed up to the termination date.

12.5 Clauses on IP, confidentiality, liability and indemnity survive termination.

13. Force majeure

Neither party is liable for failure or delay caused by events beyond its reasonable control, including outages, supplier failure, cyber-attacks, strikes, pandemics or government action. Obligations are suspended for the duration of the event.

14. Subcontracting and assignment

14.1 LumosTech may engage qualified subcontractors while remaining responsible for the Services.

14.2 Neither party may assign the Agreement without the other’s written consent, except that LumosTech may assign to a successor of its business.

15. Data protection

Where LumosTech processes personal data on the Client’s behalf, the parties will enter a Data Processing Agreement as required by the GDPR/AVG. See the Privacy Policy for details.

15a. Sanctions and compliance

15a.1 The Client represents that neither it nor its owners, directors or beneficial owners is on any applicable sanctions list (EU, UN, Dutch or other), and that it will not use the Services in breach of sanctions or export-control laws.

15a.2 LumosTech may decline, suspend or terminate Services, without liability, where it reasonably believes continuing would breach such laws or where the Client’s sanctions status is unclear.

15a.3 The Client will promptly notify LumosTech of any change to its sanctions or compliance status.

16. Governing law, jurisdiction and global clients

16.1 LumosTech accepts clients globally. Regardless of the Client’s location, this Agreement is governed by Dutch law.

16.2 Disputes are submitted to the exclusive jurisdiction of the Rechtbank Zeeland-West-Brabant (Breda), the Netherlands. Arbitration and foreign jurisdiction are not accepted.

16.3 Where the Client is a consumer resident in another country, mandatory consumer-protection rules and the courts of that country may still apply despite this clause; the rest of the Agreement remains in force.

16a. Consumer clients

Applies only where the Client is a consumer — a natural person acting outside a trade, business or profession.

16a.1 Nothing here removes a consumer’s mandatory rights under Dutch or EU law; where a term conflicts, the mandatory rights prevail and the rest remains in force.

16a.2 A consumer may have a statutory right of withdrawal for certain distance contracts. Where digital services begin during that period at the consumer’s express request, the right may be lost once the service is fully performed, as permitted by law.

16a.3 Liability limits apply to consumers only to the extent permitted by mandatory consumer law.

16a.4 A consumer may use an EU online dispute-resolution mechanism; this does not affect mandatory legal rights.

17. Miscellaneous

17.1 If any provision is held unenforceable, the rest remains in effect and the provision is replaced by an enforceable one closest to the original intent.

17.2 No waiver is implied by a failure to enforce.

17.3 These Terms may be updated; the version applicable to an SOW is the one in force when the SOW is signed.

Identification

Version 1.1 · September 2026.