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This is an Archived version. See the latest version HERE.

 

TERMS AND CONDITIONS OF SALE FOR PROFESSIONALS

Version P1.0 – 28/02/2021 

  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 Luxembourg, which is also our trading address and the Professional (“you”) and are accepted unreservedly by both parties.

By placing a purchase order for Products 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 specific Terms and Conditions of Sale for Professionals, you, on behalf of yourself as Professional, or on behalf of your company, your employees, or any other person who can act as a representative for you company, represent and warrant that you have read, accepted, understood and agreed to these terms.

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.

For the purpose of their business LuxAI S.A. addresses and sells only to Professionals for the purposes of their business, to the exclusion of consumers as defined by the Luxembourg Consumer Code and in particular Article L.010-1. The resale by the Professional of the Products is prohibited without prior written agreement of LuxAI S.A.

SECTION 1 – DEFINITIONS

  • Agreement: means these LuxAI specific Terms and Conditions of Sale, their appendices, all purchase orders issued for the acquisition of Products and any amendment to these Terms and Conditions of Sale, if applicable.
  • 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.
  • Embedded Software: means the software already installed and included on QTrobot device upon its delivery.
  • Professional: means a person who derives his income from his specific knowledge or experience, consumers as defined by the Luxembourg Consumer Code and in particular Article L.010-1 are excluded.
  • QTrobot Tablets: two tablets which are used to run QTrobot software provided through Subscription Services to operate and interact with QTrobot device.
  • QTrobot: means QTrobot device, QTrobot Tablets, and Embedded Software together.
  • 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.
  • QTrobot Software: Embedded Software, as well as, updates, software (including 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.
  • 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, cloud storage and online training and followup meetings which LuxAI may make available to you at a monthly or yearly fee. The Subscription Services are not health-related or medical services.
  • Products: QTrobot and software and content licensed under Subscription Services
  • Website: luxai.com
  • Help Desk Support: [email protected]
  • 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.

SECTION 2 – OBJECTIVE

The objective of this Agreement is to define the Terms and Conditions under which LuxAI S.A. sells to the Professional the Product, for the only objective of using them in the course of research, education and teaching.

SECTION 3 – ORDERS AND ACCEPTANCE

3.1 Orders All purchase orders, occur under the assumption that these particular Terms and Conditions of Sale have been consulted in advance and accepted, the Professional is assumed to have read, understood and accepted them and made an informed decision in this regard. All orders will only be accepted if placed by a written signed purchase order.

When requesting a quote, you must provide the information required for creating you an offer, which in particular includes your surname, forename, billing and postal address, tax ID, valid email address and telephone number. We use this information to automatically create you an account. You expressly agree not to provide false or third-party information.

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.

i. Order confirmation

We will confirm our acceptance to you by sending you a binding offer. The Agreement between us will only be formed when you electronically sign our offer or send us back a purchase order corresponding to our offer.

ii. 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 Products and 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 Professional for this order shall be reimbursed. The Professional expressly and irrevocably waives the right to any compensation.

LuxAI S.A. reserves the right to make substitutions, modifications, and improvements to the Product, as long as such substitutions, modifications or improvements shall offer at least the same functionalities as the Product had at the date of the accepted purchase order.

SECTION 4 – DELIVERY

4.1 Products The Delivery dates for the ordered QTrobots shall be confirmed and accepted by LuxAI S.A. Title to QTrobots passes to you when we deliver the QTrobot to the shipping carrier. Unless otherwise agreed, we will confirm an approximate delivery date of QTrobot within 15 (fifteen) days, provided that you prepay us for all applicable costs of carriage, freight, insurance, taxes, duty and other related shipping charges. QTrobot will be shipped by the method LuxAI S.A. judges most appropriate. LuxAI S.A. will make all its efforts to deliver QTrobot in compliance with the delivery date. LuxAI S.A. reserves the right to refuse, cancel or delay a delivery to the Professional in the case that he fails to comply with any of its obligations under this Agreement.

We refuse all liability in the event of a delivery being delayed or impossible due to your actions, such as failing to respond to the deliverer upon arrival at your delivery address; providing an incorrect address, telephone number or email address; or changing the delivery address at the last minute.

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 if paid and be effective immediately.

SECTION 5 – PRICES AND TERMS OF PAYMENT

5.1 Price

You shall pay the price to LuxAI S.A. as described in the purchase order. The amount payable under this Agreement does not include any shipping fees, applicable taxes, customs, tariffs, or other applicable taxes, which shall be paid by you in addition.

5.2 Payment Terms

All amounts payable under this Agreement shall be paid within 30 (thirty) calendar days of the date of the LuxAI S.A. invoice.

SECTION 6 – INTELLECTUAL PROPERTY RIGHTS

No intellectual property rights are assigned to the Professional.

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 Professional as part of the Products.

The Professional 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 Professional agrees neither to copy, nor to distribute or re-distribute, nor to manipulate, nor to make copies of LuxAI software and Subscription Services.

Without limitation, you are not allowed to replicate, redistribute, stream, broadcast or perform in public the sound files generated by the text to speech software included in the QTrobot.

SECTION 7 – OBLIGATIONS OF THE PROFESSIONAL

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.

The Professional shall be responsible for appropriate maintenance and use of the Products.

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

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 agree to the following:

– it’s strictly forbidden to take any action to impair the reputation of the Product,

– to inform LuxAI S.A. immediately of any potential defects or malfunctions discovered when using the Product,

– to inform LuxAI S.A. immediately of any legal notices, claims or actions directly or indirectly relating to the Product and not enter into or compromise any legal action or other proceeding relating to the Product without the prior written consent of LuxAI S.A.,

– it’s strictly forbidden to use the Product for the benefit of third parties in any manner, and in particular to sell, resell, lease or otherwise provide the Product to any third party without the prior written consent of LuxAI S.A.,

– it’s strictly forbidden use the Product for illegal purposes or in an illegal manner.

SECTION 8 – WARRANTY

8.1 Defects

LuxAI S.A. Products are warranted against any defect for twelve (12) months as of the execution of the Agreement during this warranty period, if there is any such defect, LuxAI S.A. shall at its option and expense either;

(i) repair, or

(ii) replacement (if reparation is not possible),

or if neither repair nor replacement is possible

(iii) reimburse the purchase price.

These remedies are exclusive of any other remedies, and the warranty will only be effectively provided if the Professional notifies the warranty claim to LuxAI S.A. in writing during the warranty period. Any other warranty relating to defects is excluded, it does not cover incorrect maintenance or misuse.

8.2 Terms and Conditions

LuxAI S.A. warrants that the Product purchased will be free from defects of material and workmanship under normal use and service for a duration of twelve (12) months after initial delivery date to the Professional.

During the warranty period, you will not be charged for the reparation or replacement of defective parts.

Each defective Product as whole shall be returned to LuxAI S.A. for inspection and repair or replacement, in its original package, and with all costs thereof prepaid by the Professional.

No Product shall be returned to LuxAI S.A. unless the Professional informs LuxAI S.A. in writing. LuxAI S.A. must give their explicit approval to return the Product.

After reparation or replacement, LUXAI S.A. returns at his own cost the Product to Professional.

SECTION 9 – LIABILITY

LuxAI S.A. shall not be liable for any damage resulting from any damage resulting from misuse or incorrect maintenance of the Products by the Professional. To the fullest extent expressly provided by law, LuxAI S.A. hereby disclaims the Luxembourg legal liability for defective products (“responsabilité du fait des produits défectueux”) set forth in the law dating from the 21 Avril 1989.

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 Professional failing to fulfil of its obligations as part of this Agreement or as part of the specific 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 and the Cloud, or any downtime, whether intermittent, or prolonged, which has been caused by maintenance work, upgrading, by the failure of the internet provider, or due to an incident of force majeure; -In the event of cloud data loss caused by a third party or by any other reason beyond our control; – In the event of any damage caused by the Products as the result of illegal or inappropriate use.

SECTION 10 – TERMINATION

10.1 General

In the event of bankruptcy or insolvency of the Professional, or in the event any proceeding is brought by or against the Professional, voluntarily or involuntarily, LuxAI S.A. shall be entitled to cancel any outstanding order, at any time during the period allowed for filing claims against the estate, and shall receive reimbursements for its reasonable and proper cancellation charges.

Neither party will be liable for non-performance (except for payment obligations) due to causes beyond its reasonable control, provided that such party promptly notifies the other in writing of such occurrence and makes its best efforts to promptly eliminate the effect thereof.

LuxAI may also 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

10.2 Subscription Services

Unless otherwise agreed, Subscription Services will not renew automatically, and renewal of Subscription Services shall be made through issuing new purchase orders by the Professional.

SECTION 11 – SUPPORT

  1. LuxAI may provide the Consumer with Help Desk Support for the Services and Website.
  2. The Consumer may access Help Desk Support via any email, website or other contact method designated by LuxAI.
  3. 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.

SECTION 12 –TRANSFER

In no event shall the Professional otherwise transfer all or part of its rights and obligations under this Agreement to any third party without LuxAI S.A. written consent.

SECTION 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.

SECTION 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.

SECTION 15 – NOTICES

Any notice or other communication given by either party to the other regarding these Terms will be deemed given and served when personally delivered or delivered by reputable international courier requiring signature for receipt, addressed to the party at its notice address. Either party may change its notice address by written notice to the other. Your notice address will be the address appearing on the accepted purchase order. Our notice address is: 35, Boulevard Prince Henri, L-1724 Luxembourg

SECTION 16 – 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.