TERMS AND CONDITIONS OF SALE FOR BUSINESSES & PROFESSIONALS
Version G1.0 – Last updated April 18, 2025
The customer’s attention is drawn in particular to the provisions of clause 7.
If the Customer is a U.S. public educational institution or other U.S. public-sector entity, the terms set forth in “Annex A: U.S. Public Sector Addendum” shall apply in addition to these Terms and shall take precedence in the event of a conflict.
1. Definitions and interpretation
1.1 Definitions
“LuxAI”
- For US-based Customers: LuxAI Inc., a Delaware corporation with a business address at 228 East 45th Street, Suite 9E, New York, NY 10017, USA.
- For UK-based Customers: LuxAI Ltd., registered at 8 Northumberland Avenue, London WC2N 5BY, UK with the company number 14670617.
- For Customers outside the US and UK: LuxAI S.A., registered at 22 Boulevard Royal, L-2449 Luxembourg, with company number B0205906.
“Business Day”
means a day other than a Saturday, Sunday, or public holiday in the jurisdiction where the applicable LuxAI entity is operating, when banks in that jurisdiction are open for business (New York, USA for LuxAI Inc.; London, UK for LuxAI Ltd.; Luxembourg for LuxAI S.A.).
“Business Hours”
the period from 9:00 AM to 5:00 PM in the local time zone of the applicable LuxAI entity on any Business Day: Eastern Time (ET) for LuxAI Inc.; UK time (GMT/BST) for LuxAI Ltd.; Central European Time (CET) for LuxAI S.A.
“Conditions”
the terms and conditions set out in this document as amended from time to time in accordance with clause 13.4.
“Contracts”
the contract between the LuxAI and the Customer for the sale and purchase of the Products in accordance with these Conditions.
“Customer”
the person or entity that purchases the Goods and/or Services from LuxAI.
“Customer’s Information”
the Customer’s or an authorized representative of a Customer’s surname, forename, billing and postal address, tax identification number (such as an EIN, VAT number, or other relevant tax ID, depending on the jurisdiction), valid email address and telephone number.
“Customer Data”
means any data, content, or information (including personal data) inputted, uploaded, transmitted, or otherwise provided by or on behalf of the Customer through the use of the Products, including but not limited to data about users, students, staff, and usage activities. It also includes any data generated or derived from the Customer’s use of the Products that is reasonably attributable to the Customer or its users, whether hosted, processed, or stored within the Products or externally in connection with the Services.
“Delivery Location”
has the meaning given in clause 4.2.
“EULA”
the End User Licence Agreement for the Subscription Services available at https://luxai.com/legal/eula/
“Force Majeure Event”
an event, circumstance or cause beyond a party’s reasonable control.
“Goods”
the goods (or any part of them) set out in the Order.
“Help Desk Support”
“Order”
the Customer’s order for the Goods, Subscription Services and/or Support Services, as set out in the Customer’s purchase order (which shall include the Customer’s Information).
“Products”
the Goods, Subscription Services and/or Support Services set out in the Order.
“QTrobot”
means a humanoid robot developed by LuxAI for social interaction, research and teaching purposes. The interactions and teachings are not health-related or medical services.
“QTrobot Embedded Software”
means the software already installed and included on QTrobot upon its delivery and its updates.
“Services”
the Subscription Services and the Support Services;
“Subscription Services”
means temporary access and usage right of different kind of software and services, including but not limited to downloadable mobile and computer apps, online software services (e.g. educational content and curriculums, app creation studio, reporting functionalities, cloud storage, etc), updates, and online training and follow-up meetings, which LuxAI may make available to you at a monthly or yearly fee for a defined subscription period as set out in the Order. The Subscription Services are not health-related or medical services.
“Support Services”
means any support services relating to the Goods and/or Subscription Services that LuxAI may provide to the Customer for free or for a fee as set out in the Order.
“Warranty Period”
has the meaning given in clause 5.1.
“Website”
Luxai.com
1.2 Interpretation:
a) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
b) A reference to a party includes its personal representatives, successors and permitted assigns.
c) Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.
d) A reference to writing or written excludes fax but not email.
2. Basis of contract
2.1 The Order constitutes an offer by the Customer to purchase the Products in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order are complete and accurate.
2.2 The Order shall only be deemed to be accepted when the LuxAI issues a written acceptance of the Order, at which point the Contract shall come into existence.
2.3 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
2.4 The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions.
2.5 Any samples, drawings, descriptive matter or advertising produced by LuxAI and any descriptions or illustrations contained in the LuxAI’s catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Products referred to in them. They shall not form part of the Contract nor have any contractual force.
3. Products
3.1 LuxAI may substitute, modify and improve the Products, as long as it notifies the Customer of such substitutions, modifications and improvements and that they offer at least the same functionality as the Product at the date of the Order.
3.2 The Subscription Services shall be provided for the period stated in the Order.
a) First-Time Subscription for a QTrobot: The subscription period shall begin seven (7) calendar days after the QTrobot is shipped to you, unless a different start date is specified in the Order. If you receive the QTrobot earlier, you may begin using it immediately.
b) Renewal: The renewed subscription period shall begin immediately, unless a different start date is specified in the Order.
4. Delivery and Transfer of Title and Risk
4.1 Unless otherwise agreed in LuxAI’s written acceptance of the Order, the delivery terms are as set out in this clause 4.
4.2 LuxAI shall engage a shipping carrier (via UPS or DHL) to deliver the Goods to the location set out in the Order or such other location as the parties may agree (Delivery Location) .
4.3 For deliveries within the US, UK and EU, LuxAI shall deliver the Goods to the Delivery Location, and risk of loss or damage transfers to the Customer upon delivery (subject to Clause 4.9). Title to the Goods transfers upon full payment as specified in the Order.
4.4 For deliveries outside the US, UK and EU, LuxAI shall deliver the Goods under Incoterm FCA (Free Carrier) at LuxAI’s designated shipping point. Risk and title transfer upon handover to the carrier, without prejudice to the Customer’s right to reject delivery in case of discrepancies (e.g., missing products), subject to Clause 4.9. The Customer assumes all risks and costs beyond this point, including customs clearance, import duties, and regulatory compliance.
4.5 LuxAI shall provide an estimated delivery time, typically:
(i) Within two (2) weeks of payment receipt for advance payment orders; or
(ii) Within two (2) weeks of Order acceptance for orders with Net 30 payment terms.
For Customers outside the US, UK and EU, customs clearance may delay delivery, and LuxAI shall not be liable for such delays.
4.6 Delivery dates are estimates only, and LuxAI shall not be liable for delays. LuxAI shall not be liable for any delay or failure in delivery due to:
- Force Majeure events, including but not limited to natural disasters, labor strikes, supply chain disruptions, transportation issues, or governmental actions.
- Shipping carrier delays once the Goods have been handed over.
- Customs clearance, import duties, or regulatory processes causing delays for deliveries outside the US, UK, and EU.
If LuxAI cannot ship an order within two (2) weeks after the estimated timeframe, or, if no estimated timeframe was provided, within 30 days from either (i) the date LuxAI receives full payment (if payment is required in advance) or (ii) the date LuxAI accepts the Order (if payment is due after delivery), unless otherwise agreed, the Customer shall be notified and may:
(a) Cancel the Order for a full refund, or
(b) Consent in writing to the delay.
4.7 If LuxAI fails to deliver the Goods for any reason, its liability is limited to the refund of the purchase price paid. LuxAI shall not be liable for indirect, incidental, or consequential losses, including loss of business, revenue, or profits.
4.8 LuxAI shall not be liable for delays, failed deliveries, or additional costs arising from the Customer’s actions, including but not limited to:
- Providing incorrect or incomplete delivery details (e.g., wrong address, phone number, or email).
- Changing the delivery address after shipment has been dispatched.
- Failing to respond to LuxAI or the courier regarding delivery, customs clearance, or required documentation.
- Non-payment of import duties, taxes, or regulatory fees, where applicable.
- Refusing delivery without just cause (subject to Clause 4.9).
4.9 If the Customer fails to accept delivery of the Goods after two delivery attempts by the courier, the Goods shall be deemed delivered and accepted by the Customer as complying with the Order, and LuxAI shall be entitled to be paid for the Products as if they had been delivered. Any additional costs for storage, redelivery attempts, or disposal of the Goods shall be borne by the Customer.
4.10 LuxAI reserves the right to deliver in instalments. A delay or defect in one installment shall not entitle the Customer to cancel any remaining instalments.
5. Warranty, Disclaimers, and Service Limitations
5.1 LuxAI warrants that on delivery, and for a period of 12 months from the date of delivery (Warranty Period), the Goods shall:
a) conform with their description; and
b) be free from material defects in design, material and workmanship;
c) be of satisfactory quality and fit for any operational purpose expressly stated in LuxAI’s technical product documentation, but LuxAI makes no guarantees regarding research outcomes, teaching effectiveness, behavioral responses, or any specific educational or scientific results.
5.2 Subject to clause 5.3, if:
a) the Customer gives notice in writing to LuxAI during the Warranty Period and within thirty (30) days of discovering that some or all of the Goods do not comply with the warranty set out in clause 5.1;
b) LuxAI is given a reasonable opportunity of examining such Goods; and
c) the Customer (if asked to do so by LuxAI) returns such Goods to LuxAI’s place of business at the Customer’s cost,
LuxAI shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full. Any repaired Goods will be returned to the Customer at the cost of LuxAI.
5.3 LuxAI shall not be liable for the Goods’ failure to comply with the warranty set out in clause 5.1 if:
a) the Customer makes any further use of such Goods after becoming aware of a defect;
b) the defect arises because the Customer failed to follow LuxAI’s oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good practice regarding the same;
c) the Customer alters or repairs such Goods, or permits maintenance or repairs to be performed by an unauthorized third party, without LuxAI’s written consent;
d) the defect arises as a result of fair wear and tear, willful damage, negligence, abnormal storage or working conditions, use of non-LuxAI parts, attachments, accessories, or modifications, or incorporation of third-party components that are not approved by LuxAI;
e) the Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements;
f) the defect is caused by factors other than defective workmanship or materials, including but not limited to environmental conditions, power surges, unauthorized modifications, or accidental damage; or
g) the defect arises due to external causes, including but not limited to natural disasters (such as earthquakes, floods, or wildfires), lightning, fire, explosions, or other extreme environmental conditions, accidents, or any external force beyond LuxAI’s control.
5.4 These Conditions shall apply to any repaired or replacement Goods supplied by LuxAI. Repaired or replaced Goods shall be covered only for the remainder of the original Warranty Period and shall not reset or extend the original warranty term.
5.5 LuxAI does not provide any express or implied warranties for the Subscription Services. However, LuxAI undertakes to perform the Services substantially in accordance with generally accepted industry standards and with reasonable skill and care. LuxAI does not guarantee that the Services will be uninterrupted or error-free, that they will meet the Customer’s specific requirements, or that any particular features, content, or functionalities will remain available throughout the subscription term. LuxAI reserves the right to update, modify, or discontinue aspects of the Services with reasonable notice.
5.6 LuxAI implements commercially reasonable safeguards to protect Customer Data and prevent unauthorized access. However, no system can be guaranteed to be 100% secure, and LuxAI does not warrant that the Services will be immune from all unauthorized access, cyber threats, or security incidents, except to the extent such issues result from LuxAI’s gross negligence or willful misconduct. In the event of a data breach, LuxAI will:
- Take reasonable steps to investigate, contain, and mitigate the impact; and
- Notify affected Customers and/or regulatory authorities, where required by applicable law.
LuxAI targets a Service uptime of 99.5% per calendar month, excluding scheduled maintenance, emergency updates, or outages caused by factors outside LuxAI’s reasonable control. This uptime percentage is a service level objective only and does not constitute a guarantee.
5.7 LuxAI’s liability for any service limitations, cybersecurity risks, third-party software dependencies, or network-related issues is further governed by the limitations set forth in Section 7.
5.8 The undertaking in clause 5.5 shall not apply to the extent that any non-conformance is caused by use of the Services contrary to LuxAI’s instructions, or by any modification or alteration of the Services by anyone other than LuxAI or its authorized contractors.
5.9 If the Services fail to conform to the undertaking in clause 5.5, LuxAI will use all reasonable commercial efforts to correct the non-conformance at its own cost. If LuxAI is unable to remedy the issue within a reasonable timeframe, the Customer may cancel the affected portion of its subscription and receive a pro rata refund for the remaining unused subscription period. This remedy is the Customer’s sole and exclusive remedy for any breach of clause 5.5.
5.10 This Section 5 sets forth the Customer’s sole and exclusive remedies for any breach of warranty or product defect, to the extent permitted by law. LuxAI’s liability for warranty claims is subject to the limitations of liability set forth in Section 7. EXCEPT FOR THE EXPRESS WARRANTY STATED ABOVE, LUXAI MAKES NO OTHER WARRANTIES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE, ARE DISCLAIMED AS SET FORTH IN SECTION 7.5(b).
5.11 Using the Products does not replace or negate the need for professional advice. The Customer acknowledges that the Goods and Services are intended to support teaching, research, social interaction, or child development activities, and are designed as assistive technologies. They are not a substitute for professional expertise, advice, instruction, or therapeutic intervention. LuxAI does not warrant or guarantee specific scientific results, student learning progress, behavioral improvements, or engagement outcomes, as results depend on external factors beyond LuxAI’s control.
6. Price and payment
6.1 Subject to clause 6.4, the price of the Products shall be the price set out in the LuxAI’s written acceptance of the Order, or, if no price is quoted, the price set out in the LuxAI’s price list in force at the date of delivery.
6.2 The price of the Subscription Services and the Support Services shall remain fixed for the period stated in LuxAI’s written acceptance of the Order. The price for any further period will be based on the then-current list price set out on LuxAI’s website.
6.3 The price of the Products includes packaging and transport, but excludes any applicable sales tax, value-added tax, or similar taxes, customs, tariffs and related charges, which shall be paid by the Customer in addition to the price.
a) For Customers located in the United States (US), United Kingdom (UK), and European Union (EU), any applicable sales tax, value-added tax (VAT), or other similar taxes shall be calculated and added to the final invoice, and the Customer shall be responsible for their payment.
b) For Customers outside the US, UK, and EU, no sales tax, VAT, or similar domestic taxes shall apply to the price of the Goods. However, the Customer shall be solely responsible for any import duties, customs fees, taxes, or other charges imposed by the destination country. LuxAI shall have no liability for any such costs.
6.4 LuxAI may, by giving notice to the Customer at any time before delivery, increase the price of the Products to reflect any increase in the cost of the Products that is due to:
a) any request by the Customer to change the delivery date(s), quantities or types of Products ordered; or
b) any delay caused by any instructions of the Customer or failure of the Customer to give LuxAI adequate or accurate information or instructions.
6.5 LuxAI may invoice the Customer upon acceptance of the Order.
6.6 The Customer shall pay each invoice submitted by LuxAI within 30 days of the date of the invoice, in full and in cleared funds to a bank account nominated in writing by LuxAI and time for payment shall be of the essence of the Contract.
If the Customer fails to make a payment due to LuxAI under the Contract by the due date, then, without limiting LuxAI’s remedies under Clause 9, the Customer shall pay interest on the overdue sum from the due date until full payment, whether before or after judgment, at the rate of 1% per month (12% Annual Percentage Rate) or the maximum interest allowed under applicable law if lower.
6.7 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by applicable law).
7. Limitation of liability
7.1 References to liability in this clause 7 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence and strict liability), misrepresentation, restitution or otherwise.
7.2 Nothing in the Contract shall limit or exclude the LuxAI liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) gross negligence or willful misconduct; or (d) any liability if and to the extent that it is not permissible in law for such liability to be limited or excluded.
7.3 Subject to clause 7.2, and except as otherwise expressly provided in this Contract, LuxAI’s total liability to the Customer shall be limited as follows:
a) For any individual claim related to the sale of a QTrobot device, to the total amount paid by the Customer for the specific QTrobot that gave rise to the claim;
b) For any individual claim related to the Subscription Services, to the total subscription fees paid by the Customer for the 6-month period immediately preceding the claim; and
c) In no event shall LuxAI’s total cumulative liability, for all claims in aggregate under this Contract, exceed the greater of $20,000 / €20,000 / £20,000, or the total amount paid by the Customer under this Contract in the 12 months prior to the claim.
7.4 Subject to clause 7.2, the following types of loss are wholly excluded, whether or not such losses were foreseeable:
a) loss of profits;
b) loss of sales or business;
c) loss of agreements or contracts;
d) loss of anticipated savings;
e) loss of use or corruption of software, data or information;
f) loss of or damage to goodwill; and
g) indirect, special, incidental, or consequential loss, including punitive or exemplary damages.
7.5 Except as expressly and specifically provided in the Contract:
a) the Customer assumes sole responsibility for results obtained from the use of the Services by the Customer, and for conclusions drawn from such use. The LuxAI shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to LuxAI by the Customer in connection with the Services, or any actions taken by LuxAI at the Customer’s direction;
b) To the fullest extent permitted by applicable law, all warranties, representations, conditions, and all other terms of any kind whatsoever implied by statute or common law are disclaimed and excluded from the Contract, including but not limited to implied warranties of merchantability and fitness for a particular purpose, except to the extent required by law; and
c) The Subscription Services are provided “as is” and may experience delays, interruptions, or errors, including those due to internet connectivity, third-party systems, or inherent limitations of the software.
7.6 LuxAI shall not be liable for any of the following, including those arising from the use of the Goods, Subscription Services, or Support Services:
a) Any damages resulting from improper use, misuse, or abuse of the Products or inadequate maintenance;
b) Data loss, corruption, or security breaches caused by:
• Customer misconfigurations, weak passwords, or failure to follow security best practices.
• Third-party software, APIs, or network services used in conjunction with the Services.
• Unauthorized access, hacking incidents, malware infections, or cyber threats, unless caused by LuxAI’s gross negligence or willful misconduct.
c) Disruption to the Subscription Services, or any downtime, whether intermittent or pro-longed, which has been caused by maintenance work, upgrades, Force Majeure Events, third-party service provider failures, cyber-attacks, or any other reason beyond LuxAI’s control.
7.7 No claim, regardless of form, arising out of or in connection with this Contract may be brought more than 12 months after the cause of action accrued, except where a longer period is required by applicable law.
7.8 This clause 7 shall survive termination of the Contract.
7.9 Nothing in this agreement excludes the liability of the Customer for any breach, infringement or misappropriation of LuxAI’s intellectual property rights.
7.10 Notwithstanding anything else in this Contract, LuxAI’s obligations under Clause 10.8 (IP Indemnification) shall be limited as specified in that clause.
8. Customer obligations, undertakings, warranties and representations
8.1 The Customer shall:
a) comply with all applicable laws and regulations in connection with its activities under the Contract, without affecting its other obligations under the Contract;
b) ensure that its network, systems, and internet connection meet all relevant requirements provided by LuxAI from time to time, and that it has undertaken all necessary checks and investigations to ensure reliable connectivity for the use of the Products;
c) not use the Products to:
• transmit or store any content that is unlawful, harmful, abusive, discriminatory, or harassing, or that infringes or violates the rights of others;
• access or use the Products in any manner that could damage, disable, overburden, or impair the Products or any LuxAI system or network;
• probe, scan, or test the vulnerability of any system or network, or breach any authentication or security measures, whether related to the Products or otherwise;
• circumvent or disable any security, privacy protection, access management, or content protection system of the Products;
d) implement and maintain strong passwords, secure authentication, appropriate security settings on networks, devices, and software, and ensure compliance with data protection laws when using the Services.
8.2 The Customer shall inform LuxAI as soon as reasonably practicable of any legal notices, claims or actions directly or indirectly relating to the Products and not enter into or compromise any legal action or other proceeding relating to the Products without the prior written consent of LuxAI. LuxAI shall have no obligation or liability to the Customer under the following circumstances:
a) if LuxAI is not (i) Promptly notified in writing of any such claim, (ii) Given the sole right to control the defense and settlement of such claim, including the selection of counsel, and (iii) Given full reasonable assistance and cooperation by the Customer in such defense and settlement;
b) if the claim is made more than three (3) years after the date of delivery of the Products, without prejudice to Section 7.8 hereunder;
c) to the extent that any such claim arises from: (i) modification of the Product, or (ii) the combination or use of the Product with any product, software, service or technology.
8.3 The Customer undertakes, warrants and represents that:
a) it has read, understood, agreed and accepted the Contract, including but not limited to these Conditions;
b) it shall only use the Products in the course of research, education and teaching;
c) it shall not take any action to impair the reputation of the Products and to promptly inform LuxAI of any defects, malfunctions, or potential issues discovered during the use of the Products;
d) it has included accurate and complete Customer Information in the Order and shall not provide false or third-party information unless third-party information is expressly required, and it agrees that LuxAI may use the Customer Information to create an account and to fulfil its obligations under the Contract;
e) it shall not sell, resell, lease or otherwise provide the Product to any third party without the prior written consent of LuxAI;
f) it shall comply with all applicable export control and economic sanctions laws and regulations, including those of the United States, the United Kingdom, the European Union, and any other relevant jurisdictions. It shall not export, re-export, transfer, or otherwise make available the Services or any related technical information in violation of such laws
9. Termination
9.1 Without limiting its other rights or remedies, LuxAI may suspend the provision of the Products and/or terminate this Contract with immediate effect by giving written notice to the Customer if the Customer:
a) commits a material breach of any term of this Contract and (if remediable) fails to remedy it within 14 days of notice;
b) enters into or takes any step in connection with insolvency proceedings, a moratorium, or an arrangement with creditors, is wound up, has a receiver appointed over any of its assets, suspends, threatens to suspend, ceases, or threatens to cease carrying on all or a substantial part of its business, or becomes subject to any similar process in any other jurisdiction, other than pursuant to a solvent restructuring;
c) engages in or attempts fraud in connection with the use of the Products and/or the Website, or there are material payment irregularities;
d) fails to make any payment when due under the Contract; or
e) experiences a deterioration in financial condition such that LuxAI reasonably believes the Customer may be unable to fulfil its obligations under this Contract.
9.2 Without limiting its other rights or remedies, LuxAI may suspend the provision of the Products if LuxAI reasonably believes that the Customer is about to become subject to any of the events listed in Clause 9.1(b), 9.1(d), or 9.1(e).
9.3 On termination of the Contract for any reason the Customer shall immediately pay to LuxAI:
a) all outstanding unpaid invoices and any applicable interest;
b) all amounts due under the Contract for Products supplied but not yet invoiced upon LuxAI issuing the corresponding invoice; and
c) in the case of Subscription Services with a defined subscription period, all remaining fees and charges that would have become payable for the remainder of the subscription period, whether or not the Services have been supplied, accessed, or used, provided that such termination results from a breach of contract by the Customer.
9.4 Termination or expiry of the Contract, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
9.5 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.
9.6 Upon termination of the Contract, the Customer shall stop all use of the Services and any licensed granted hereunder related to Services shall terminate.
10. Intellectual Property
10.1 No intellectual property rights in the Products are assigned to the Customer whatsoever under the Contract or otherwise, except for any rights expressively assigned to you under this clause 10.
10.2 Subject to other terms of this clause 10, LuxAI grants the Customer a personal, non-exclusive, non-transferable, non sub-licensable licence to use the QTrobot Embedded Software, provided that: (i) you agree neither to copy, nor to manipulate, make copies or otherwise distribute this software, and (ii) you agree not to use this software separately of the rest of the QTrobot; and (iii) you agree to use this software only in the context of the use of QTrobot explicitly provided to you under this Contract, and (iiii) you agree not to replicate, redistribute, stream or otherwise broadcast the sound files generated by the text to speech software included in the QTrobot, except for creating demonstrational videos of QTrobot or public presentation of QTrobot.
10.3 The Order for Subscription Services is for access to and use of the Subscription Services, subject to the terms of the EULA. We, and whether appropriate our licensors, retain all intellectual property rights to the Subscribed Software and Subscription Services provided under this Agreement. You agree not to copy, rent, lease, sell, distribute, or create derivative works based on the Subscribed Software and the Subscription Services, in whole or in part, by any means, except as expressly authorized in writing by us.
10.4 LuxAI’s trademarks, service marks, designs, all other marks, brand names, logos used on LuxAI’s Products, the accompanying accessories and/or the packaging, whether registered or not, together with all photographs, illustrations, images relating to LuxAI’s products, trade or business names, domain names and URLs are and remain LuxAI’s exclusive property or LuxAI’s licensors’ property and you may not use any of these without our prior written permission.
10.5 The Customer agrees to neither sell nor lease or otherwise distribute any of LuxAI’s Products and agree not to allow any of the LuxAI Products to be used by third parties under any circumstances.
10.6 The Customer agrees not to use the LuxAI Products out of the scope of their use made available to you by LuxAI.
10.7 We encourage all customers to provide suggestions for improving our Products. You agree that all such suggestions will be non-confidential and that we own all rights to use and incorporate them into the Products without payment or attribution to you.
10.8 IP INDEMNIFICATION:
If any Product is, or in LuxAI’s opinion is likely to become, the subject of a claim of infringement, LuxAI shall have the right, without obligation and at its sole option, to: (i) procure for Customer the right to continue to use such Product, (ii) replace or modify such Product in such a way as to make the modified Product non-infringing, or (iii) terminate any contract to the extent related to such Product and provide the remedy in Clause 10.9.
In addition, LuxAI agrees to defend the Customer against any third-party claim that the Products infringe a valid patent, copyright, or trademark, and to indemnify the Customer for any final settlement or court judgment resulting from such a claim, provided that:
(a) The Customer promptly notifies LuxAI in writing of the claim;
(b) LuxAI has sole control over the defense and settlement negotiations; and
(c) The Customer cooperates fully in the defense.
LuxAI’s liability under this clause shall be capped at the total amount paid by the Customer under the affected contract within the 12 months preceding the claim. This indemnity does not apply if the claim arises from:
(i) Modifications made by the Customer without LuxAI’s written authorization;
(ii) Combination of the Products with non-LuxAI products; or
(iii) The Customer’s failure to comply with this Contract.
10.9 In the event of termination according to clause 10.8, You may return to LuxAI all such Goods in your possession and stop all such Subscription Services at the time of such termination, which are then subject to the claimant’s continuing claim of infringement; and (i) upon such return LuxAI shall credit you the sum paid to LuxAI by you for such Goods, less appropriate depreciation, and (ii) refund any prepaid but unused fees covering use of the Subscription Services after termination.
11. Data Protection and Use of Data
11.1 Compliance with Data Protection Laws
LuxAI shall comply with applicable data protection and student privacy laws in connection with the provision of the Products and Services in the US, EU, UK, and Canada, including, where applicable:
– The Family Educational Rights and Privacy Act (US FERPA);
– The Children’s Online Privacy Protection Act (US COPPA);
– The Protection of Pupil Rights Amendment (US PPRA);
– The General Data Protection Regulation (EU GDPR);
– The United Kingdom General Data Protection Regulation (UK GDPR);
– Personal Information Protection and Electronic Documents Act (Canada PIPEDA).
The Customer is responsible for ensuring it has the lawful authority to share personal data with LuxAI, including obtaining all required consents and providing necessary notices.
For further details, please refer to LuxAI’s Privacy Policy at https://luxai.com/privacy-policy/.
11.2 Customer Data Ownership and Use
a) The Customer retains all ownership rights in and to Customer Data. LuxAI does not claim ownership of education records or personally identifiable information (PII) protected under FERPA, the GDPR, Canada’s PIPEDA, or similar data protection laws, and, where applicable, shall act as a “School Official” under FERPA in accordance with Appendix A.
b) The Customer grants LuxAI a non-exclusive, worldwide, royalty-free license to host, process, transmit, and analyze Customer Data solely for the purpose of providing, maintaining, securing, supporting, and improving the Subscription Services, and to comply with applicable laws. This includes use as described in LuxAI’s Privacy Notice and as necessary to exercise LuxAI’s rights or fulfill its obligations under this agreement, in accordance with applicable data protection laws.
c) LuxAI shall not use PII contained in Customer Data for analytics, product improvement, or AI development, except where strictly necessary to operate or support the Subscription Services.
d) All curriculum materials and other content created by the Customer shall remain the Customer’s exclusive property and shall not be accessed or used by LuxAI without the Customer’s prior written consent.
e) LuxAI may use aggregated and de-identified data, irreversibly stripped of all direct and indirect identifiers and excluding any Customer-created curriculum or content, for service improvement, internal analytics, and AI development, provided such use complies with applicable laws, prevents re-identification, and is subject to appropriate technical and organizational safeguards.
12. Force majeure
Neither party shall be in breach of the Contract or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from a Force Majeure Event. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for 6 weeks, the party not affected may terminate the Contract by giving 14 days’ written notice to the affected party.
13. General
13.1 Assignment and other dealings.
a) LuxAI may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract.
b) The Customer may not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights or ob-ligations under the Contract without the prior written consent of LuxAI.
13.2 Confidentiality.
a) Each party undertakes that it shall not at any time during the Contract and for a period of five years after termination or expiry of the Contract, disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the other party, except as permitted by clause 13.2.(b).
b) Each party may disclose the other party’s confidential information:
• to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 13.2; and
• as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
c) Neither party shall use the other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.
13.3 Entire agreement.
a) The Contract, including the Order, these Conditions, and the EULA, constitutes the entire agreement between the parties.
b) In case of any inconsistency, the following order of precedence shall apply: (1.) the Order as expressly confirmed by LuxAI in writing (e.g., Order Confirmation or invoice), (2.) these Conditions, and (3.) the EULA. Any standard terms or conditions included in a Customer’s purchase order or other communication shall have no effect and shall not form part of the Contract, unless expressly agreed to in writing by LuxAI. Shipment of the Goods, performance of Services, confirmation of an Order, or issuance of an invoice shall not constitute acceptance of any such Customer terms.
c) Each party acknowledges that in entering into the Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
13.4 Variation. No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
13.5 Waver
a) Except where provided otherwise in the Contract, waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
b) A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
13.6 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision of the Contract is deemed deleted under this clause 13.6 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
13.7 Notices.
a) Any notice given to a party under or in connection with the Contract shall be in writing and shall be:
• delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
• sent by email to the email addresses stated in the Order.
b) Any notice shall be deemed to have been received:
• if delivered by hand, at the time the notice is left at the proper address;
• if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or
• if sent by email, at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume.
c) This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
13.8 Group Entities Protection and Third Party Rights. Except as expressly stated in this clause, a person who is not a party to this Contract shall have no rights under it. However, the provisions of this Agreement relating to Limitation of Liability (Clause 7), Intellectual Property (Clause 10), and Confidentiality (Clause 13.2) are intended to also apply for the benefit of LuxAI Inc., LuxAI S.A., and LuxAI Ltd. To that extent, LuxAI Inc., LuxAI S.A., and LuxAI Ltd. shall be deemed express third-party beneficiaries of those specific provisions, and references to “LuxAI” within those clauses shall be construed accordingly. For clarity, only the LuxAI entity that is a party to this Contract shall bear any obligations or liabilities under those clauses, including any indemnification obligations. The other LuxAI entities shall benefit from the protections of those provisions, but shall have no obligations or liabilities under this Contract.
13.9 Publicity: You grant us the right to add your name and company logo to our customer list and website. You can opt-out of this use by sending an email to [email protected].
13.10 The Contract shall not prevent LuxAI from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under the Contract.
13.11 Governing Law and Dispute Resolution
a) Mediation (Mandatory First Step)
Before initiating any arbitration or court proceeding, the parties must first attempt to resolve any dispute through mediation. Either party may request mediation by providing written notice to the other party.
Mediation shall be conducted via secure video conference platform using:
• The Commercial Mediation Rules of the American Arbitration Association (AAA) for U.S. customers;
• The Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure for U.K. customers; or
• The International Chamber of Commerce (ICC) Mediation Rules for EU and other international customers.
The parties shall share equally the costs of mediation, including mediator fees, unless otherwise agreed.
If the dispute is not resolved within 60 days of the initial mediation request, either party may proceed to arbitration or litigation as applicable under this clause.
Notwithstanding the foregoing, LuxAI may bring an action at any time for injunctive relief, equitable remedies, or to enforce its intellectual property rights, without first engaging in mediation.
b) For U.S. Customers
This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles. Any legal action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in Wilmington, Delaware. Each party hereby irrevocably submits to the exclusive jurisdiction and venue of such courts.
TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY EXPRESSLY WAIVES:
I. ANY RIGHT TO A TRIAL BY JURY in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated herein; and
II. ANY RIGHT TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, OR OTHER REPRESENTATIVE PROCEEDING, and agrees that any claim shall be brought solely in an individual capacity and not as a plaintiff or class member in any purported class or representative proceeding.
If any provision of this Section is held to be unenforceable, such provision shall be severed, and the remainder shall be enforced to the maximum extent permitted by applicable law.
c) For U.K. Customers
This Agreement shall be governed by the laws of England and Wales, excluding its conflict of law rules, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it, its subject matter, or its formation, shall be subject to the exclusive jurisdiction of the courts of England and Wales.
d) For EU Customers
This Agreement shall be governed by the laws of the Grand Duchy of Luxembourg, excluding its conflict of law rules, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it, its subject matter, or its formation, shall be subject to the exclusive jurisdiction of the courts of Luxembourg City, Luxembourg.
e) For customers outside of the U.S., U.K., and EU
This Agreement shall be governed by the laws of the Grand Duchy of Luxembourg, excluding its conflict of law rules. Any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement, its subject matter, or its formation shall be subject to the exclusive jurisdiction of the courts of Luxembourg City, Luxembourg.
Notwithstanding the foregoing, LuxAI reserves the right, at its sole discretion, to refer any such dispute, controversy, or claim to binding arbitration administered by the International Chamber of Commerce (ICC) in accordance with its Rules of Arbitration. The seat of arbitration shall be Luxembourg, the language of arbitration shall be English, and the governing law shall be the laws of the Grand Duchy of Luxembourg, excluding its conflict of law rules. Any arbitral award shall be final and binding, and may be enforced in any court of competent jurisdiction.
Nothing in this clause shall prevent either party from seeking interim, injunctive, or equitable relief exclusively from the courts of Luxembourg City, Luxembourg, where such relief is necessary to prevent immediate and irreparable harm.
Annex A: U.S. Public Sector Addendum
(Including U.S. Public Educational Institutions)
This Addendum is incorporated by reference into any contractual engagement with U.S. public-sector entities—including public educational institutions, government agencies, and other public bodies subject to public contract law—and is available for signature upon request.
- Scope and Applicability
- Data Processing Agreement (DPA)
- FERPA Compliance Certification
- Interest on Late Payment Exception
- Warranty Exception
- Public Sector Limitation of Liability Addendum
- Dispute Resolution – Public Sector Exception
1. Scope and Applicability
This Addendum supplements LuxAI’s standard Terms of Service. In the event of any conflict between this Addendum and the standard Terms of Service or other contractual documents, this Agreement addendum shall govern with respect to U.S. public-sector entities, including but not limited to public educational institutions, government agencies, and other public bodies subject to public contract law.
2. Data Processing Agreement (DPA)
Compliance with Data Protection Laws
LuxAI complies with:
- FERPA
- COPPA (if applicable)
- PPRA (if applicable)
- State-specific student privacy laws
Data Use and Processing
- Personal data is processed only to deliver and support the Services.
- LuxAI does not sell, rent, or use personal data for advertising.
Security Measures
- LuxAI implements commercially reasonable administrative, technical, and organizational safeguards.
- In the event of a data breach, LuxAI will notify affected Customers in accordance with applicable law.
Subprocessors
- LuxAI may use subprocessors to provide its Services.
- A list of subprocessors is available upon request and subject to appropriate data protection terms.
3. FERPA Compliance Certification
To the extent LuxAI receives or accesses “education records” as defined under the Family Educational Rights and Privacy Act (FERPA), LuxAI shall be deemed a “School Official” with a legitimate educational interest and shall comply with FERPA and all applicable implementing regulations in its handling of Student Data, including but not limited to the following:
- Student Data remains the property of the educational institution.
- LuxAI will use Student Data only to provide and support the Services at the direction of the Customer.
- LuxAI will not disclose Student Data to third parties except as permitted by the Agreement or required by law.
- LuxAI will not use Student Data for any commercial purpose, including marketing, advertising, or profiling.
- LuxAI will implement administrative, technical, and physical safeguards to protect the security and confidentiality of Student Data.
- LuxAI will support the Customer in fulfilling its obligations to provide parents with access to, or the ability to request correction or deletion of, student records, as required by FERPA.
- LuxAI does not independently determine education records policy or directly respond to parent requests without instruction from the Customer.
- Upon termination of Services, and at the written request of the Customer, LuxAI will return or securely delete any remaining Student Data in its possession, unless otherwise required by law.
This section is intended to satisfy FERPA’s requirement for a written agreement between educational institutions and third-party school officials, where required under applicable federal or state law.
4. Interest on Late Payment Exception
If the Customer is a U.S. public-sector entity prohibited by law from paying interest or late fees, the interest provisions in Section 6.6 shall not apply. In such cases, payment terms shall be governed by applicable state law governing public entity contracts.
5. Warranty Exception
To the extent the Customer is a U.S. public-sector entity subject to statutory warranty protections under applicable federal or state law, any disclaimer of implied warranties (including merchantability, fitness for a particular purpose, or non-infringement) shall be modified only as required by law, and solely to the extent such disclaimers cannot be waived.
All other express and implied warranty disclaimers shall remain in effect as set forth in the Agreement.
6. Public Sector Limitation of Liability Exception
This section modifies LuxAI’s standard Terms for U.S. public-sector entities where liability limitations are legally restricted.
Sovereign Immunity
- Nothing in this Agreement shall be construed as a waiver of sovereign or governmental immunity.
Limitation of Liability Exception
- If the standard limitation of liability is not enforceable under applicable state law, it will be deemed modified to the maximum extent permitted.
- Where required, parties will negotiate in good faith to agree to a lawful liability cap.
7. Dispute Resolution Exception
If the Customer is a U.S. public-sector entity that is legally prohibited from agreeing to out-of-state jurisdiction, then:
- The governing law shall remain the laws of the State of Delaware, without regard to conflict of law principles.
- Any dispute shall be brought exclusively in the state or federal courts located within the Customer’s home state, provided that:
_ The Customer provides LuxAI with written notice identifying the applicable legal restriction; and
_ The claim is limited to contractual disputes arising from this Agreement and does not expand LuxAI’s liability beyond the limitations set forth in the Agreement (including this Addendum).