TERMS AND CONDITIONS OF SALE FOR CONSUMERS

View the terms and conditions for professionals here.

Version c1.0 – 04/02/2021

1. Scope

These Terms and Conditions of Sale and our Privacy Policy govern the contractual relationship between LuxAI S.A. (“we”) a company registered in Luxembourg under company number B0205906 and with registered office at 35, Boulevard Prince Henri, L-1724, which is also our trading address and the Consumer (“you”) and are accepted unreservedly by both parties. By placing a purchase order for Products on our Website or using the Product, you acknowledge to have been fully informed of the Terms and Conditions of Sale and our Privacy Policy and warrant having read, understood and agreed to the Agreement. By accepting the General Terms and Conditions of Sale, you certify and confirm that you are legal adults and fully capable of entering into the Agreement.

These Terms and Conditions of Sale will take precedence over any other conditions appearing in any other document unless a prior, express and written exemption has been established.

2. Definitions

For the purpose of these LuxAI Terms and Conditions of Sale

• Agreement: means these LuxAI specific Terms and Conditions of Sale, their appendices, all purchase orders issued for the purchase of Products and any amendment to these Terms and Conditions of Sale, if applicable.
• Consumer: natural person who is acting for the purposes which are outside his trade, business and profession.
• Curriculum: is a robot or computer based application comprising a number of training modules to be run on QTrobot. Curriculums are targeting a variety of skills such as Social, cognitive, language and emotional skills.
• Help Desk Support: [email protected]
• Products: QTrobot and software and content licensed under Subscription Services
• QTrobot device: means a humanoid robot developed by LuxAI for social interaction and teaching purposes, The interactions and teachings are not health-related or medical services.
• QTrobot Tablets: two tablets which are used to run QTrobot software provided through Subscription Services to operate and interact with QTrobot device.
• QTrobot software: software already installed and included on QTrobot device upon its delivery (Embedded Software), as well as, updates, software and Curriculums that LuxAI may make available to you for free or for a fee through Subscription Services, either in connection or after your purchase of QTrobot device.
• QTrobot: means QTrobot device, QTrobot Tablets, and QTrobot Embedded Software together.
• Support Services: means any support services that LuxAI may provide to you for free or for a fee in connection with purchasing or using Products
• Subscription Services: means temporary online access and usage right of different kind of services, some downloadable, including but not limited to software, updates, content, such as Curriculums, an online reporting functionality and the possibility to an optional one-hour online meeting per month, LuxAI may make available to you at a monthly fee. The Subscription Services are not health-related or medical services.
• Website: luxai.com

3. Orders and acceptance

3.1 Acceptance

All orders placed on our Website, as well as all Consumer registrations thereon, occur under the assumption that these General Terms and Conditions of Sale have been consulted in advance and accepted, the Consumer is assumed to have read, understood and accepted them and made an informed decision in this regard. No final order may be transmitted until the Consumer has accepted these General Terms and Conditions of Sale by ticking the box “I have read and accepted the site’s General Terms and Conditions of Sale”. By accepting these General Terms and Conditions of Sale, Consumers certify and confirm that they are legal adults and fully capable of entering into the contract.

A condition for the trouble-free use of the Products is a reliable continuous Internet connection. It is up to you to ensure this connection exists. Further information on requirements is set out on the Website.

3.2 Orders

(i) Information required

Before placing an order, after filling the cart, every Consumer wishing to order on our Website must accept the General Terms and Conditions of Sale, complete the registration form, on which you must provide the information required for your order to be placed, which in particular includes your surname, forename, billing and postal address, valid email address, password and telephone number. We use this information to automatically create an account… Consumers wishing to order on the Website, expressly agree not to provide false or third-party information.

Upon placing your order, you shall provide accurate personal data. We refuse all liability in the event of a delivery being delayed or impossible due to the Consumer’s actions, such as failing to respond to the deliverer upon arrival at the Consumer’s address; providing an incorrect address, telephone number or email address; or changing the delivery address at the last minute

Accounts may also include billing information you provide to LuxAI for the purchase of Products.

(ii) Order confirmation

We will confirm our acceptance to you by sending you an email that confirms your order. The Agreement between us will only be formed when we send you the order confirmation.

(iii) Suspending or cancelling an order

We reserve the right to suspend or cancel the fulfilment of an order in the event of payment irregularities or in cases of fraud or attempted fraud in the use of our Website.

We reserve the right to cancel or suspend an order for internal reasons (lack of stock, logistical disruptions, a.s.o). In such a case, the fees paid by the Consumer for this order shall be reimbursed. The Consumer expressly and irrevocably waives the right to any compensation.

4. DELIVERY

4.1 QTrobot

The QTrobot is delivered only to the countries listed in the Checkout section on our Website. The delivery times for QTrobots stated are purely indicative, taking into account average processing and delivery times. Under no circumstances shall we be held liable for early or late deliveries of all or part of the QTrobot ordered.

Should the Consumer reject the delivery of their order, they may neither claim a reimbursement nor request that QTrobot shall be reshipped.

4.2 Subscription Services

The Subscription Services agreement shall be entered into for a period based on the selected plan.

(i) First purchase: Subscription Services shall become effective on the date of QTrobot’s delivery to you.

(ii) Renewal: This means if a subscription already existed for your QTrobot and is being extended, it shall be delivered and be effective immediately.

5. PRICES AND TERMS OF PAYMENT

The prices of the Products will be as quoted on our site from time to time. Prices may change from time to time, but changes will not affect any order which has been confirmed.

The total price of QTrobot in the cart and in checkout includes VAT at the applicable current rate chargeable in Luxembourg for the time being.

The total price of a Subscription Service shown in the cart and in checkout includes VAT at the applicable current rate chargeable in the Consumer’s location.

The total price of a Product shown in the cart and in checkout include delivery charges according to the selected delivery method.

Payment must be made by one of the following payment methods: Mastercard, Visa, Maestro, PayPal, American Express, JCB or Discover. The availability of payment methods may change from time to time.  Payment by bank transfer may be possible for certain Products to be confirmed in advance by e-mail from LuxAI. Payment for the Products and all applicable delivery charges is in advance.

You represent and warrant that you have the legal right to use the payment method that you provide to us. Your authorizations in this section also apply to our payment processors and any other companies who act as billing agents for us.

You hereby authorize us to charge your specified payment method on a monthly or yearly basis depending on the option you chose, in advance, for your purchase of QTrobot and Subscription Services. You authorize the issuer of your selected payment method to pay any amounts described herein to us.

6. WITHDRAWAL RIGHTS

6.1 For Products

Consumers have a legal right to withdrawal from an Agreement within 30 days as from the delivery date of QTrobot. This means that during the relevant period if you change your mind or decide for any other reason that you don’t want to keep QTrobot, you can notify us of your decision to withdrawal from the Agreement and receive a refund for QTrobot.

To withdraw from an Agreement, you need to let us know that you decided to cancel by contacting [email protected] and providing your order number and account login email address.

If the Consumer withdraws from the Agreement within 30 days as from the delivery date of the QTrobot:

• Consumers must return the QTrobot to us without undue delay (in the original product packaging and undamaged) and in any event not later than 15 days after the day on which you let us know that you wish to withdraw from the Agreement;
• We do not accept responsibility for items lost in transit;
• We will refund the price paid for the QTrobot once returned and checked, although, as permitted by law, please note we may reduce refunds to reflect any reduction in the value of the Products, if this has been caused by your handling them in an inappropriate way.
• We will also refund the Subscription Services purchased in connection to the refunded QTrobot.

If the Consumer withdraws within 14 days as from the delivery date of the QTrobot, we will also refund standard delivery costs you have paid when placing your order for QTrobot

We will not refund any returning costs you have paid by exercising your withdrawal right.

We will make any refunds due to you as soon as possible and in any event within 14 days after having received back the QTrobot. We will refund on the credit card, debit card or bank account used to pay the Product.

6.2 For Subscription Services

We do not provide a right of withdrawal for the renewal or reactivation of Subscription Services. You expressly consent with full knowledgement that once the performance has been performed by LuxAI, you will lose your right of withdrawal.

7.    Duties of the Consumer

You are obliged to provide truthful information about yourself in connection with the purchase and use of Products.

You shall ensure that the Products are used exclusively for social interaction and teaching purposes.

You shall ensure that Products are used for their intended use.

You are not permitted to purchase Products for the purpose of resale or rental.

You warrant that you will not use any portion of our Products through any means not intentionally made available to you by LuxAI, and you agree not to circumvent or disable any security or privacy protection, access management or content protection system of our Products.

You are not authorized to pass on your login data to third-parties.

You are responsible for the confidentiality of your login and password and for the security of your computer system and the tablets running LuxAI apps. LuxAI is not responsible for the use of your account by a person who fraudulently used your login and password without your permission. If you believe that the confidentiality of your login and/or password may have been compromised, you must notify LuxAI via the support form.

8. LIABILITY FOR LOSS OR DAMAGE

We are responsible to you for foreseeable loss and damage caused by us. If we fail to comply with these terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking this Agreement or our failing to use reasonable care and skill.

Once the Product has been delivered, LuxAI can under no circumstances be held liable for personal injury and/or immaterial and/or material damage resulting from the Consumer’s negligence in the use of the Products sold.

We only supply the Products to you for domestic and private use. You agree not to use the Products for any commercial, business or resale purposes, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.

LuxAI shall be relieved of any liability, particularly under the following circumstances

– In the event of the Agreement being terminated as a result of the Consumer failing to fulfil of its obligations as part of this Agreement or as part of the General Terms and Conditions of Sale;

– In the event of misuse, excessive use, or abuse of the Products;

– In the event of disruption to the Subscription Services, or any downtime, whether intermittent, or prolonged, which has been caused by maintenance work, upgrading, by the failure of the Consumer’s internet provider, or due to an incident of force majeure;

– In the event of any damage caused by the Products as the result of illegal or inappropriate use.

9. Guarantees

9.1 Guarantee of conformity

The Consumer, who is a consumer within the meaning of Article L. 010-1 of the Consumer Code, shall in all circumstances be granted the legal guarantee of conformity provided by Article L. 212-6 of the Luxemburgish Consumer Code. LuxAI shall deliver goods in accordance with the contract and shall address conformity defects upon delivery. To enforce the legal guarantee, the Consumer must, by any means, inform LuxAI of the conformity defect within two years of the delivery of the goods concerned. No limitation period shall lapse before the expiry of this deadline. The Consumer cannot bring any action under this guarantee once the two-year notification deadline specified in the paragraph above has elapsed.

9.2 Guarantee against hidden defects

As regards the guarantee against hidden defects as provided by Articles 1641 et seq. of the Civil Code, LuxAI is required to provide a guarantee against defects in the item sold that are hidden and render the item unfit for its intended use, or diminish this use to such an extent that the Consumer would not have purchased the item – or would only have purchased it at a lower price – had they been aware of such defects. The Consumer shall notify LuxAI of any defect susceptible to constitute a hidden defect as soon as possible after discovering such a defect. Any action in relation to the guarantee against hidden defects must be brought within one year of notifying LuxAI of the defect concerned.

9.3 Amicable settlement prior to any legal action being brought

The Consumer shall strive to reach an amicable settlement within a reasonable time frame in the event of a dispute. Should no such agreement be reached within one (1) month of the dispute arising, legal action may be brought before the competent courts.

1. 10. Intellectual property

No intellectual property rights are assigned to the Consumer.

LuxAI trademarks, whether figurative or not, service marks, designs, all other marks, brand names, logos used on the Products, the accompanying accessories and/or the packaging, whether registered or not, together with all photographs, illustrations, images relating to the Products, trade or business names, domain names and URLs are and remain our exclusive property or our licensors’ and are protected by applicable copyright, trademark, or other intellectual property laws around the world. We reserve all such rights.

LuxAI or, wherever appropriate, a third party company, shall retain ownership of any software which may be made available to the Consumer as part of the Products.

The Consumer agrees to neither sell nor lease any LuxAI software and agrees not to allow any of the software to be used by third parties under any circumstances.

The Consumer agrees neither to copy, nor to manipulate, nor to make copies of LuxAI software and Subscription Services.

The Consumer remains exclusively responsible for the use, loss, theft or damage of LuxAI software regardless of the cause.

    11.            Termination and RENEWAl of the agreement

11.1     General

LuxAI may immediately terminate or suspend your account and your Subscriptions Services without notice if:

•  you violate these Terms and Conditions of Sale
•  you violate our intellectual property rights
•  you provide misleading, fraudulent, false, or inaccurate information

11.2      Subscription Services

The Agreement shall after the initial term be renewed automatically, should it not have been terminated until the last day of the current subscription period. The annual or monthly amount depending on which option you have chosen is due immediately upon the first day of the renewal of the subscription.

The renewal of Subscription Service can be cancelled by you during your actual subscription period at any time, by contacting us at the following e-mail address; [email protected] or via your account during the last month of the respective subscription term.

If you terminate your Subscription Services, you may use your Subscription Services until the end of the then-current period and your subscription will not be renewed after the period expires.

12. SUPPORT

LuxAI may provide the Consumer with Help Desk Support for the Services and Website.

The Consumer may access Help Desk Support via any email, website or other contact method designated by LuxAI.

LuxAI shall use its best endeavours to respond to any Help Desk Support enquiries or reports in a timely manner but is otherwise not bound to respond or to rectify any defects, errors, threats or other issues arising within any particular timeframe.

13. ENTIRE AGREEMENT

This Agreement may only be modified in writing by mutual agreement of the parties and no representative of either party has or shall have authority to modify this Agreement in any other manner.

14. SEVERABILITY

These Terms may be severable and the invalidity, illegality or unenforceability in whole or in part of any provision does not affect the validity of other provisions.

15. APPLICABLE LAW AND JURISDICTION

This present Agreement is governed by Luxembourg law.

Any litigation relating to the validity, the interpretation or execution of this present Agreement will be brought before the courts of competent jurisdiction in Luxembourg.