General subscription and usage terms

1. About the agreement

These terms govern a company’s access to and use of Lummi, which is supplied by:

In these terms, LUMMI Systems ApS is referred to as "LUMMI Systems", the company buying access to the solution as "the Customer", and the software solution and its functions as "Lummi" or "the Platform".

Lummi is a cloud-based business platform that may include functions for sales, finance, quality, planning, case and ticket handling, reporting, communication, automation and other administrative work.

The terms apply to business relationships only.

The Customer’s full agreement with LUMMI Systems consists of these terms together with the specific order, subscription agreement or order confirmation and, where relevant, the data processing agreement and any individually agreed addenda.

Where an individually signed written agreement departs from these terms, the individual agreement takes precedence for that matter.

2. Setup and start

A subscription is established when the Customer accepts a quote or an order from LUMMI Systems, completes an electronic order, or otherwise accepts in writing to buy access to Lummi.

The subscription takes effect on the agreed start date.

As part of the setup, LUMMI Systems may create the Customer’s organisation, administrators, users, master data, integrations and other relevant settings.

The Customer shall provide the information and the cooperation reasonably needed to complete the setup.

Delays caused by the Customer or the Customer’s suppliers do not automatically change the start date of the subscription or the Customer’s obligation to pay.

3. The Customer’s right of use

For the subscription period, the Customer is granted a limited, non-exclusive right to use the parts of Lummi covered by the Customer’s subscription.

The right of use does not transfer software, source code or intellectual property rights.

Access applies to the company stated in the subscription agreement.

Other companies, including group companies, may only use the subscription if that is included in the Customer’s solution or separately agreed.

The Customer may use Lummi for its own internal operations and for communication and collaboration with staff, customers, suppliers and other relevant parties, where this takes place through functions intended for it.

4. Administrators and users

The Customer decides which people are given access to the Customer’s Lummi environment.

The Customer is responsible for:

• creating and closing user accounts,
• assigning roles and permissions,
• giving access only to relevant people,
• keeping user details up to date,
• and closing the access of former staff or partners in good time.

A personal user account may not be shared between several people unless the function in question is expressly intended for it.

The Customer shall react immediately on becoming aware of, or suspecting, unauthorised access.

For security reasons, LUMMI Systems may temporarily block an account or require credentials to be reset.

5. What the subscription consists of

Lummi may be offered in different packages and with different functions, modules and capacities.

The Customer’s price may for instance be based on:

• subscription level,
• number of users,
• number of employees,
• companies or organisations,
• the functions and modules chosen,
• transactions or activities,
• data volumes,
• AI or automation usage,
• SMS, email or other communication,
• integrations,
• or other measurable elements of usage.

The specific agreement determines what is included.

Add-ons can normally be bought at any time.

If the Customer’s actual usage exceeds the level paid for, LUMMI Systems may adjust the subscription to the relevant level and invoice the difference.

6. Prices

All prices are exclusive of VAT, taxes and public duties unless expressly stated otherwise.

LUMMI Systems may change its list prices and subscription prices.

Ordinary price changes are notified at least 30 days ahead.

Where a price change follows from changed costs at an external supplier tied directly to the Customer’s usage - for instance cloud capacity, AI, SMS, email, payment services, map data, APIs or other third-party services - LUMMI Systems may pass the relevant cost change on to the Customer with reasonable notice.

LUMMI Systems may also introduce new functions or products at a separate price. The Customer is not obliged to buy such products unless they replace an existing function as part of a general change to the Platform.

7. Invoicing

Subscription payments are invoiced in advance for the agreed period.

Usage-based and other variable services may be invoiced in arrears.

Unless the Customer’s agreement states otherwise, the payment term is 8 days from the invoice date.

Invoicing may be electronic.

The Customer shall notify LUMMI Systems without undue delay of invoicing details that need to be changed.

An objection to part of an invoice does not release the Customer from paying the undisputed part on time.

In the event of late payment, LUMMI Systems may charge interest, compensation and reminder fees under the applicable rules.

8. Non-payment

If the Customer fails to pay an amount due, LUMMI Systems may send payment reminders and start ordinary debt collection.

If payment is still not made, LUMMI Systems may, after prior notice, limit or suspend the Customer’s access to Lummi.

The obligation to pay continues during a suspension.

Once all amounts due, together with any interest and costs, have been paid, access can be restored.

Repeated or material payment default may lead to termination of the agreement.

9. The Customer’s responsibility

The Customer is responsible for its own use of Lummi and for the decisions the Customer makes on the basis of information in the Platform.

The Customer is further responsible for ensuring that data and instructions added to the Platform by the Customer or the Customer’s users are lawful and, as far as possible, correct.

Lummi may not be used:

• for unlawful activities,
• for unauthorised processing or distribution of information,
• to compromise the systems or data of others,
• to circumvent technical limitations,
• to distribute malicious code,
• or in a way that unreasonably affects the stability of the Platform or other customers’ use of it.

LUMMI Systems may intervene against use that poses a security risk or clearly conflicts with the agreement or the law.

10. Fair use

Some functions may be marketed as included or without a specific usage limit.

Such functions are subject to reasonable business use.

If a Customer’s usage materially exceeds what can reasonably be expected for the Customer’s subscription type, and this causes disproportionate cost or technical load, LUMMI Systems may contact the Customer to agree a suitable solution.

That could be a change of subscription, a capacity limit, or separate payment for the extraordinary usage.

11. Lummi is developed continuously

Lummi is supplied as a continuously developed cloud service.

The Customer therefore buys access to the Platform as it stands at any given time, and not to one particular, unchanging version of the software.

LUMMI Systems may, among other things:

• improve existing functions,
• change the user interface,
• introduce new functions,
• change workflows,
• replace technical components,
• merge or split functions,
• and phase functions out.

LUMMI Systems aims for changes to support the continued development, security and usefulness of the Platform as a whole.

Where a change materially reduces a central function the Customer specifically bought the subscription in order to use, LUMMI Systems will as far as possible notify the Customer before the change.

12. Maintenance and availability

LUMMI Systems works to keep the Platform stable and available.

There may, however, be periods where all or part of Lummi is unavailable because of, for instance:

• maintenance,
• updates,
• bug fixes,
• security work,
• technical faults,
• or circumstances at external suppliers.

Planned work expected to affect the Platform materially is carried out with the least possible impact on the Customer’s normal operations.

Urgent security or operational matters may require changes or interruptions without prior notice.

Unless the Customer has bought a separate SLA, no specific percentage of uptime is guaranteed.

13. Support

The Customer has access to the support that follows from the Customer’s subscription.

Support covers help with the normal functionality of the Platform and with faults.

Implementation, advisory work, configuration, extensive data work, custom reports, development, integrations and other consultancy may be charged separately.

LUMMI Systems may use relevant staff and suppliers to deliver support.

14. Automated functions

Lummi may include functions that automatically calculate, create activities, send information, suggest actions or carry out other processes based on the Customer’s configuration.

The Customer is responsible for checking its configuration and for making sure the automations are appropriate for the Customer’s business.

LUMMI Systems is not liable for the consequences of an automation carried out correctly according to the rules, information or instructions the Customer set up.

15. Artificial intelligence

Lummi may use artificial intelligence for text production, analysis, categorisation, search, recommendations, forecasts or automation.

AI-generated material may contain errors or inaccuracies.

Results from such functions are therefore to be treated as assistance and not as a guarantee of any particular outcome.

The Customer is responsible for assessing and checking material AI-generated results before they are used.

This applies in particular to information used for financial, legal, personnel or other material decisions.

16. External services and integrations

Lummi can be connected to services supplied by other companies.

When the Customer chooses such an integration, data may be exchanged between Lummi and the chosen service to the extent necessary for the integration.

The third party’s own agreements and terms may apply to the Customer’s use of that service at the same time.

LUMMI Systems does not control third-party systems and therefore cannot guarantee their:

• availability,
• functionality,
• data structure,
• security,
• prices,
• APIs,
• or continued compatibility with Lummi.

If a third party changes or closes an integration, LUMMI Systems may change or discontinue the function in question, and that does not in itself constitute a breach.

17. The Customer’s data

Data the Customer loads into Lummi belongs to the Customer or to the third party otherwise holding the rights to it.

LUMMI Systems does not gain ownership of the Customer’s business data by processing it in the Platform.

The Customer grants LUMMI Systems the right to process data to the extent necessary to:

• deliver Lummi,
• carry out the Customer’s instructions,
• secure the Platform,
• take backups,
• provide support,
• troubleshoot,
• and meet LUMMI Systems’ obligations under the agreement.

18. Statistics and product improvement

LUMMI Systems may use technical, statistical and aggregated information about the use of the Platform for analysis, security, capacity planning and product development.

Where information is used outside the specific delivery to the Customer, it shall be anonymised or aggregated so that the Customer, the Customer’s staff, customers or other people cannot be identified by reasonable means.

The Customer’s confidential business data is not sold to third parties.

19. Personal data

Where LUMMI Systems processes personal data on behalf of the Customer, the processing is governed by the parties’ data processing agreement.

The Customer is the data controller for the personal data the Customer chooses to process through the Platform.

The Customer is responsible for having a lawful basis for the processing and for the instructions LUMMI Systems receives.

LUMMI Systems may use sub-processors in accordance with the data processing agreement.

20. Information security

LUMMI Systems applies technical and organisational security measures considered appropriate to the nature of the Platform, the information processed and the relevant risks.

No internet-based solution can be guaranteed entirely free of security incidents.

The Customer is responsible for the security of its own:

• computers and mobile devices,
• networks,
• passwords,
• user permissions,
• integrations,
• and internal procedures.

The parties shall cooperate without undue delay on relevant security incidents in accordance with their respective legal obligations.

21. LUMMI Systems’ rights

LUMMI Systems and its licensors retain all rights to the Platform and the underlying technology.

This includes software, source code, structure, database design, user interface, design, documentation, methods, models, functionality, trademarks and know-how.

The Customer’s payment grants only the right of use that follows from the subscription.

Without LUMMI Systems’ written permission, the Customer may not copy, resell, sublicense or commercially make the Platform available to others.

Nor may the Customer attempt to derive the source code of the Platform or circumvent technical security measures, except where such a right follows from mandatory law.

22. Customer-specific development

Unless expressly agreed otherwise in writing, general improvements, functions, components, integrations and other software developed in the course of the cooperation belong to LUMMI Systems.

The Customer retains the rights to its own data, material, logos and other content the Customer supplies.

If the Customer gives suggestions or feedback about Lummi, LUMMI Systems may use that feedback to improve the Platform without payment or other obligations towards the Customer.

23. Confidential information

Both parties shall treat information about the other party’s commercial, technical and financial affairs as confidential where the information must be considered confidential by its nature or by the circumstances.

The duty of confidentiality does not apply to information that:

• is already publicly known,
• becomes publicly known without a breach of the agreement,
• has been lawfully received from a third party,
• or must be disclosed under the law or a binding requirement from an authority.

The duty of confidentiality continues after the agreement ends.

24. Customer references

LUMMI Systems may only use the Customer’s name and logo as a public customer reference if the Customer has agreed to it.

Publishing an actual customer case, specific results, quotes or other information about the Customer’s use requires separate consent.

25. Use of the Platform

Lummi is a digital working tool.

LUMMI Systems does not make the Customer’s business decisions and does not take over the Customer’s responsibility for, for instance:

• quotes and prices,
• invoicing,
• pay,
• working time,
• bookkeeping,
• quality,
• staffing,
• planning,
• employment decisions,
• or the Customer’s other dispositions.

The Customer is responsible for checking material information before acting on it.

26. Limitation of liability

LUMMI Systems is liable under the general rules of Danish law, with the limitations set out below.

LUMMI Systems is not liable for indirect losses, including:

• operating loss,
• lost profit,
• lost revenue,
• lost savings,
• loss of goodwill,
• loss resulting from the Customer’s own dispositions,
• or claims brought against the Customer by a third party.

Nor is LUMMI Systems liable for faults or losses caused by third-party services, the Customer’s equipment, the Customer’s network, the Customer’s data, or use contrary to the documentation or the agreement.

Unless mandatory law provides otherwise, LUMMI Systems’ total liability under the agreement cannot exceed the subscription payments made by the Customer to LUMMI Systems in the 12 months immediately before the event giving rise to the claim.

The limitations do not apply in cases of intent or gross negligence to the extent Danish law does not permit such a limitation.

27. Circumstances beyond the parties’ control

A party is not liable for failure or delay in performance caused by extraordinary circumstances beyond that party’s reasonable control.

This may include major cyber attacks, natural disasters, war, terrorism, extensive supply failures, action by authorities, industrial action, or extensive breakdown of critical digital infrastructure.

The affected party shall seek to limit the consequences and resume normal performance as soon as possible.

28. Subscription period

The invoicing period and any minimum term of the subscription are stated in the Customer’s specific agreement.

Unless otherwise agreed, the subscription continues automatically until terminated under the rules below.

29. Termination for convenience

Unless otherwise agreed with the Customer, the subscription can be terminated with one month’s notice to the end of the current subscription period.

Termination shall be made through the function LUMMI Systems provides, or in writing to LUMMI Systems.

The termination takes effect once received by LUMMI Systems.

Payment for a minimum term already started or invoiced is not refunded merely because the Customer terminates.

30. Termination for breach

Either party may terminate the agreement in the event of material breach.

Where the breach can be remedied, the party in breach shall normally be given a reasonable opportunity to put the matter right after written notice.

LUMMI Systems may, however, suspend access immediately where necessary to:

• prevent unlawful activity,
• protect the security of the Platform,
• limit an ongoing attack,
• protect other customers or third parties,
• or comply with a binding requirement from an authority.

31. Data after the agreement ends

When the subscription ends, the Customer is responsible for retrieving the data the Customer wishes to keep.

Where technically possible, LUMMI Systems makes ordinary export options available.

Within 30 days of the subscription ending, the Customer may request access to an ordinary export of the Customer’s data.

If the Customer wants special data handling, conversion, migration or a manual export, the work may be invoiced at LUMMI Systems’ applicable prices.

After the relevant retention period expires, data may be deleted permanently in accordance with the data processing agreement and applicable law.

Data LUMMI Systems is legally obliged to retain may be kept for the period required.

32. Changes to these terms

LUMMI Systems may update the terms where necessary because of, for instance:

• changes to Lummi,
• new products or technologies,
• security matters,
• legislation,
• requirements from authorities,
• or changes in the way the service is delivered.

Material changes affecting the rights or obligations of existing Customers are normally notified at least 30 days before they take effect.

Notice may be given through Lummi or to the Customer’s registered email address.

Changes necessary for security or legal reasons may take effect at shorter notice where the circumstances require it.

33. Communication

LUMMI Systems may send notices relating to the agreement electronically.

The Customer is responsible for LUMMI Systems having correct contact details for the Customer’s relevant administrator or contract owner at all times.

Electronic notices to the registered contact address are considered notices to the Customer.

34. Assignment

The Customer cannot assign the subscription to another legal entity without LUMMI Systems’ written consent.

LUMMI Systems may assign the agreement as part of an internal group change, a merger, a business transfer or a sale of all or part of the Lummi business, provided the Customer’s material rights under the agreement are respected.

35. If a provision is invalid

If a single provision of the agreement turns out to be invalid or unenforceable, this does not affect the validity of the remaining provisions.

The parties shall then seek to replace the invalid provision with a valid one that comes closest to the original commercial purpose.

36. Governing law and disputes

The agreement is governed by Danish law.

The UN Convention on Contracts for the International Sale of Goods (CISG) does not apply.

The parties shall first seek to resolve any disagreement through dialogue.

If the dispute cannot be resolved, it shall be decided by the ordinary Danish courts, with the venue of LUMMI Systems ApS as the court of first instance, unless mandatory law provides otherwise.

37. Contact

Enquiries about the subscription or about these terms can be addressed to: