TERMS OF SERVICE

These Terms of Service ("Terms") form a binding agreement between you ("you", "Client") and Lumoscale ("Lumoscale", "we", "us"), a UDYAM-registered Micro, Small and Medium Enterprise based in Bengaluru, Karnataka, India, registered under the Micro, Small and Medium Enterprises Development Act, 2006.

They govern your use of www.lumoscale.com, our demo and audit tools, and every AI automation service we deliver. By engaging our services, signing a proposal, paying an invoice, or using our website tools, you accept these Terms. If you do not agree, do not use the services.

If you accept on behalf of a company, you confirm you have authority to bind it. Where a signed proposal, statement of work, or master services agreement conflicts with these Terms, that document prevails for the conflicting point only.

Lumoscale designs, builds, deploys, and operates AI automation systems, including:

• AI voice agents: inbound and outbound call handling, qualification, routing, and appointment booking
• Messaging automation: WhatsApp, Instagram DM, and chat handling over official platform APIs
• Workflow automation: CRM updates, calendar sync, follow-up sequences, data routing, and internal operations
• Ongoing operation: monitoring, optimisation, reporting, and support for the systems we run for you

The precise scope, deliverables, timelines, integrations, and pricing for your engagement are set out in your proposal or statement of work. Anything not written there is out of scope. We may improve, modify, or replace components of the underlying stack, provided the agreed functionality is maintained.

• Our services are provided to businesses and professionals. You must be at least 18 and legally capable of entering contracts.
• You must provide accurate business, contact, and billing information and keep it current.
• You are responsible for safeguarding your dashboard credentials and for all activity under your account. Tell us immediately at contact@lumoscale.com if you suspect unauthorised access.
• You must not share access with unauthorised parties or resell access to our systems without written agreement.

Our work depends on inputs only you can provide. You agree to:

• Supply accurate business information, scripts, offers, availability, pricing, and qualification rules, and keep them updated.
• Grant and maintain the integrations, API access, phone numbers, and platform accounts the automation needs, and hold valid licences for any third-party tool you ask us to connect.
• Ensure you have a lawful basis, notice, and where required consent for every contact record you route through our systems, and honour opt-outs and do-not-call registries.
• Comply with the laws and platform policies that apply to your outreach, including telecom and TRAI regulations, calling-hour restrictions, anti-spam rules, recording consent requirements, and WhatsApp and Instagram commerce and messaging policies.
• Hold any professional licences your industry requires and apply human review wherever an interaction carries material consequences.
• Respond to review requests and provide feedback within reasonable timeframes so timelines hold.

Delays or defects caused by missing, late, or inaccurate inputs from you are not our responsibility and may shift agreed timelines.

You must not use our services, and must not configure any automation, to:

• Send unsolicited bulk messages, spam, or communications to purchased or scraped lists
• Impersonate a person or organisation, or conceal that a conversation is AI-assisted where disclosure is required
• Deceive, defraud, harass, threaten, or manipulate anyone
• Promote illegal products or services, gambling where prohibited, or regulated goods without authorisation
• Deliver medical, legal, or financial advice presented as coming from a licensed professional
• Discriminate against individuals on the basis of protected characteristics
• Infringe intellectual property, privacy, or publicity rights
• Circumvent platform rate limits, security controls, or API terms, or reverse-engineer our systems
• Process sensitive personal data without telling us in advance and agreeing appropriate safeguards

We may suspend or terminate services immediately, without refund, for breach of this section. Where a platform such as Meta or a telecom provider restricts your account for your own conduct, that is outside our control.

• Structure: engagements typically comprise a one-time setup or build fee plus a recurring monthly management fee, as set out in your proposal.
• Payment terms: setup fees are payable before build begins. Recurring fees are invoiced monthly in advance and due within the period stated on the invoice.
• Third-party costs: telephony minutes, messaging charges, AI model usage, and any third-party subscriptions are billed at cost or borne directly by you, as specified in your proposal. These vary with usage.
• Taxes: fees are exclusive of GST and any other applicable taxes, levies, or withholding, which you bear.
• Late payment: we may suspend services on accounts more than 15 days overdue, after written notice. Interest on delayed payments may be claimed as permitted under the MSMED Act, 2006.
• Changes: we may revise recurring fees with 30 days' written notice. You may cancel before the new rate takes effect.
• Refunds: fees for work already performed and third-party costs already incurred are non-refundable. Any performance guarantee applies only if expressly written into your proposal.

• Term: services run month-to-month from go-live unless your proposal states a fixed term.
• Cancellation by you: cancel at any time with 30 days' written notice to contact@lumoscale.com. Service continues through the paid period; fees already paid are not pro-rated.
• Termination by us: we may terminate with 30 days' notice, or immediately for breach of the Acceptable Use section, non-payment beyond 30 days, insolvency, or conduct that exposes us to legal or platform risk.
• On termination: we disable your automations, provide a reasonable data export on request, and hand back control of accounts you own. Outstanding fees become immediately due.
• Data deletion: your operational data is deleted or anonymised within 90 days of termination, or sooner on request, subject to statutory retention. See our Privacy Policy.
• Sections on intellectual property, confidentiality, disclaimers, liability, indemnity, and governing law survive termination.

• Yours: your business data, customer records, brand assets, content, and the scripts and rules you supply remain your property. You grant us a limited, non-exclusive licence to use them solely to deliver the services.
• Ours: Lumoscale retains all rights in its platform, architecture, prompt frameworks, agent templates, workflow patterns, tooling, documentation, and any general-purpose know-how or reusable components - including improvements developed during your engagement.
• Your deliverables: on full payment, you receive a perpetual, non-exclusive licence to use the configured automations we build for your business. You do not acquire ownership of the underlying frameworks they are built on, and may not resell, sublicense, or reproduce them as a competing product.
• Feedback: suggestions you share may be used freely to improve our services, with no obligation to you.
• Publicity: we may reference your business name and logo as a client and describe results in anonymised or approved case studies. Tell us in writing at any time to opt out.

Each party will keep the other's non-public business, technical, and commercial information confidential, use it only for the purposes of this engagement, and protect it with at least reasonable care. This does not apply to information that is public through no fault of the receiving party, was already lawfully known, is independently developed, or must be disclosed by law - in which case the disclosing party is notified where legally permitted. These obligations continue for three years after the engagement ends, and indefinitely for personal data and trade secrets.

Our handling of personal data is governed by our Privacy Policy, which forms part of these Terms.

• For your own business data we act as Data Fiduciary. For your customers' data processed by your automations we act as Data Processor, on your documented instructions.
• As Data Fiduciary for your customers' data, you are responsible for notice, consent, and lawful basis, and for responding to data-principal requests. We will assist you within reason.
• We engage the sub-processors listed in our Privacy Policy and require appropriate safeguards from each.
• Where required, the parties will execute a separate Data Processing Addendum, which prevails over this section on data-protection matters.

You acknowledge the nature of the technology you are buying:

• AI systems are probabilistic. They can misinterpret input, produce inaccurate output, or fail to handle an edge case, even when well configured.
• Automation output is generated from the information, availability, and rules you supply. It is not independent professional, medical, legal, or financial advice.
• We do not guarantee any specific conversion rate, lead volume, revenue, booking rate, or business outcome unless a written performance commitment appears in your proposal.
• Service delivery depends on third parties - telecom carriers, Meta platforms, AI model providers, CRMs, and hosting. Outages, policy changes, rate limits, deprecations, or account restrictions imposed by them are outside our control.
• You are responsible for maintaining appropriate human oversight of automated interactions.

We provide the services with reasonable skill and care. Beyond that, and to the maximum extent permitted by law, the services are provided "as is" and "as available" without warranties of any kind, whether express, implied, or statutory, including merchantability, fitness for a particular purpose, non-infringement, uninterrupted or error-free operation, or that defects will be corrected. No advice or information obtained from us creates any warranty not expressly stated in these Terms.

To the maximum extent permitted by applicable law:

• Neither party is liable for indirect, incidental, special, punitive, or consequential damages, or for loss of profits, revenue, goodwill, business opportunity, or data, however caused.
• Our total aggregate liability arising out of or relating to the services is limited to the fees you actually paid us in the three months immediately preceding the event giving rise to the claim.
• We are not liable for losses arising from third-party platform outages or policy actions, inaccurate or incomplete information you supply, your own regulatory non-compliance, or your use of automation output without human review.

Nothing in these Terms excludes liability that cannot lawfully be excluded, including for fraud, wilful misconduct, or death or personal injury caused by negligence. You acknowledge these limits are a reasonable allocation of risk reflecting the fees charged by a micro and small enterprise.

You agree to indemnify and hold harmless Lumoscale, its founders, employees, and contractors against claims, damages, penalties, and reasonable legal costs arising from your breach of these Terms, your misuse of the services, the content and rules you supply, your failure to obtain required consents or licences, or your violation of applicable law, platform policy, or third-party rights.

Neither party is liable for delay or failure to perform caused by events beyond its reasonable control, including natural disasters, war, civil unrest, pandemics, strikes, governmental or regulatory action, internet or power failures, cyberattacks, or the failure or discontinuation of third-party platforms and APIs. Payment obligations already accrued are not excused.

• These Terms are governed by the laws of India, without regard to conflict-of-law rules.
• The parties will first attempt to resolve any dispute in good faith through discussion within 30 days of written notice.
• Unresolved disputes will be referred to arbitration by a sole arbitrator under the Arbitration and Conciliation Act, 1996. The seat and venue is Bengaluru, Karnataka, and the language is English.
• Subject to arbitration, the courts of Bengaluru, Karnataka have exclusive jurisdiction.
• As an MSME, Lumoscale may additionally pursue delayed-payment remedies before the MSME Facilitation Council under the MSMED Act, 2006.

• Entire agreement: these Terms, together with your proposal and our Privacy Policy, form the whole agreement between us and supersede prior discussions.
• Changes: we may update these Terms; material changes take effect 30 days after notice by email or dashboard. Continued use after that date is acceptance.
• Severability: if a provision is held unenforceable, the rest remains in force and the provision is read down to the minimum extent necessary.
• No waiver: failure to enforce a right is not a waiver of it.
• Assignment: you may not assign these Terms without our written consent. We may assign them in connection with a merger, reorganisation, or sale of business.
• Independent contractors: nothing here creates a partnership, joint venture, employment, or agency relationship.
• Notices: written notice may be given by email to contact@lumoscale.com and to the email address on your account.

Questions about these Terms? We are glad to walk through them before you sign.

• Email: contact@lumoscale.com
• Website: www.lumoscale.com
• Address: Lumoscale, Bengaluru, Karnataka, India
• Status: UDYAM-registered MSME (registration number available on request)