TERMS AND CONDITIONS OF SALE FOR BUSINESSES & PROFESSIONALS
The customer’s attention is drawn in particular to the provisions of clause 8.
1. Definitions and interpretation
a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
the period from 9.00 am to 5.00 pm on any Business Day.
the terms and conditions set out in this document as amended from time to time in accordance with clause 13.4.
the contract between the LuxAI and the Customer for the sale and purchase of the Products in accordance with these Conditions.
the person or firm who purchases the Goods and/or Subscription Services from LuxAI.
the Customer’s or a authorised representative of a Customer’s surname, forename, billing and postal address, VAT number or relevant tax ID (dependant on jurisdiction), valid email address and telephone number.
has the meaning given in clause 4.2.
“Force Majeure Event”
an event, circumstance or cause beyond a party’s reasonable control.
the goods (or any part of them) set out in the Order.
“Help Desk Support”
For UK-based Customers means LuxAI Ltd, registered at 8 Northumberland Avenue, London WC2N 5BY, UK with the company number 14670617.
For non-UK based Customers means LuxAI S.A. registered at 22, Boulevard Royal, L-2449 Luxembourg, with the company number B0205906.
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).
the Goods, Subscription Services and/or Support Services set out in the Order.
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 Embedded Software”
means the software already installed and included on QTrobot upon its delivery and its updates.
the Subscription Services and the Support 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 as set out in the Order. The Subscription Services are not health-related or medical 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.
has the meaning given in clause 5.1.
A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
A reference to a party includes its personal representatives, successors and permitted assigns.
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.
A reference to writing or written excludes fax but not email.
2. Basis of contract
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.
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.
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.
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.
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.
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.
The Subscription Services shall be provided for the period stated in the Order.
Unless otherwise agreed in LuxAI’s written acceptance of the Order, the delivery terms are as set out in this clause 4.
LuxAI shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (Delivery Location) by shipping via UPS or DHL.
Delivery is completed on the completion of our carrier receiving the Goods.
LuxAI shall confirm an approximate delivery time with the Customer, which would usually be: (i) within two weeks after receiving the payment if the payment term is in advance, or (ii) within two weeks from accepting your Order if the payment term is 30 days. For Customers outside the UK, US, and EU, customs clearance may cause delivery delays, and LuxAI shall not be liable for such delays.
Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. LuxAI shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer’s failure to provide the LuxAI with adequate delivery information or any other instructions that are relevant to the supply of the Goods.
If LuxAI fails to procure the delivery of the Goods for any reason other than the Customer failing to accept delivery or for internal reasons to LuxAI such as lack of stock and logistical disruptions, LuxAI’s liability shall be limited to the price of the Goods paid under the Contract. LuxAI shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer’s failure to provide LuxAI with adequate delivery instructions, providing an incorrect address, telephone number or email address, changing delivery address short notice, failing to respond to LuxAI or the courier inquiries with required information for delivery or custom clearance purposes, failing to pay import duties, taxes, and other charges, or failure to provide any other instructions that are relevant to the supply of the Goods.
If the Customer fails to accept delivery of the Goods after two delivery attempts by the courier, the delivery of the Products shall be deemed to have been completed and LuxAI shall be entitled to be paid for the Products as if they had been delivered.
LuxAI may deliver the Goods by instalments. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
LuxAI warrants that on delivery, and for a period of 12 month from the date of delivery (Warranty Period), the Goods shall:
conform with their description; and
be free from material defects in design, material and workmanship;
be of satisfactory quality; and
be fit for any purpose held out by LuxAI.
Subject to clause 5.3, if:
the Customer gives notice in writing to LuxAI during the Warranty Period within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 5.1;
LuxAI is given a reasonable opportunity of examining such Goods; and
the Customer (if asked to do so by LuxAI) returns such Goods to the 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.
LuxAI shall not be liable for the Goods’ failure to comply with the warranty set out in clause 5.1 if:
the Customer makes any further use of such Goods after giving notice in accordance with clause 5.2;
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;
the Customer alters or repairs such Goods without the written consent of LuxAI;
the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
the Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
Except as provided in this clause 5, LuxAI shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranty set out in clause 5.1.
Any terms implied by law are, to the fullest extent permitted by law, excluded from the Contract.
These Conditions shall apply to any repaired or replacement Goods supplied by LuxAI.
LuxAI undertakes that the Services will be performed substantially in accordance with generally accepted industry standards and with reasonable skill and care.
The undertaking at clause 5.7 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to LuxAI’s instructions, or modification or alteration of the Services by any party other than LuxAI or LuxAI’s duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, LuxAI will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly. If LuxAI is unable to remedy the non-conformance, the Customer shall have the right to cancel the rest of its subscription period for the non-conforming Service and be re-imbursed pro rata for the period it has paid for, but will not receive, the relevant Service. Such correction constitutes the Customer’s sole and exclusive remedy for any breach of the undertaking set out in clause 5.7.
LuxAI does not warrant that:
the Customer’s use of the Services will be uninterrupted or error-free; or
the Services and/or the information obtained by the Customer through the Services will meet the Customer’s requirements; or
the Services will be free from vulnerabilities or viruses.
LuxAI is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
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.
LuxAI warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under the Contract.
6. Title and risk
The risk and title in the Goods shall pass to the Customer when LuxAI deliver the Goods to the shipping carrier.
7. Price and payment
Subject to clause 7.4, 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 as at the date of delivery.
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.
The price of the Products includes packaging and transport, but excludes any applicable taxes, customs, tariffs and related charges, which shall be paid by the Customer in addition to the price:
You are additionally liable for EU/UK VAT
You are additionally liable for import duties, taxes, and other charges
UK and EU
Yes, the amount will be the prevailing VAT rate in your country.
No, we pay for all import duties, taxes, and other charges.
Outside of US, UK and EU
Yes, our courier (UPS/DHL) declares the goods on your behalf and you will pay the courier the related charges. You also have the option to use your own customs agent to declare the goods.
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:
any request by the Customer to change the delivery date(s), quantities or types of Products ordered; or
any delay caused by any instructions of the Customer or failure of the Customer to give LuxAI adequate or accurate information or instructions.
LuxAI may invoice the Customer for the Products any time .
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 10, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 7.7 will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
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 law).
8. Limitation of liability
References to liability in this clause 8 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
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; or (c) any liability if and to the extent that it is not permissible in law for such liability to be limited or excluded.
Subject to clause 8.2, LuxAI’s total liability to the Customer shall not exceed the lower of £20,000 or the total amount the Customer has paid to LuxAI for the purchase or use of the Products during the preceding six months.
Subject to clause 8.2, the following types of loss are wholly excluded:
loss of profits;
loss of sales or business;
loss of agreements or contracts;
loss of anticipated savings;
loss of use or corruption of software, data or information;
loss of or damage to goodwill; and
indirect or consequential loss.
Except as expressly and specifically provided in the Contract:
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;
all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from the Contract; and
the Services are provided to the Customer on an “as is” basis.
LuxAI shall not be liable for any of the following:
Any damages resulting from improper use, misuse, or abuse of the Products or inadequate maintenance of the Goods;
disruption to the Subscription Services, or any downtime, whether intermittent, or prolonged, which has been caused by maintenance work, upgrading, due to a Force Majeure Event or by any other reason beyond LuxAI’s control.
This clause 8 shall survive termination of the Contract.
Nothing in this agreement excludes the liability of the Customer for any breach, infringement or misappropriation of LuxAI’s intellectual property rights.
9. Customer obligations, undertakings, warranties and representations
The Customer shall:
without affecting its other obligations under the Contract, comply with all applicable laws and regulations with respect to its activities under or connected to the Contract;
ensure that its network and systems comply with the relevant requirements provided by LuxAI from time to time.
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
if LuxAI is not (i) promptly notified in writing of the 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;
if the claim is made more than three (3) years after the date of delivery of the Products;
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.
The Customer undertakes, warrants and represents that:
it has read, understood, agreed and accepted the Contract, including but not limited to these Conditions;
it shall only use the Products in the course of research, education and teaching;
it shall not to circumvent or disable any security or privacy protection, access management or content protection system of LuxAI’s Products;
it agrees that LuxAI may use the Customer Information to create an account for it with LuxAI and so that LuxAI may fulfil its obligations under the Contract;
it shall not take any action to impair the reputation of the Products and to inform LuxAI as soon as reasonably practicable of any potential defects or malfunctions discovered when using the Product;
it shall not provide us with false or third party information, unless in respect of the latter it is expressly required;
it has included the Customer Information in the Order;
it understands that use of the Products requires a reliable internet connection, and that it has undertaken all necessary checks and investigations to ensure that it has such an internet connection; and
it shall not sell, resell, lease or otherwise provide the Product to any third party without the prior written consent of LuxAI.
Without limiting its other rights or remedies, LuxAI may terminate this Contract with immediate effect by giving written notice to the Customer if:
the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing to do so;
the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
the Customer’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.
Without limiting its other rights or remedies, LuxAI may suspend provision of the Products under the Contract or any other contract between the Customer and LuxAI if the Customer becomes subject to any of the events listed in clause 10.1.2 to clause 10.1.4, or LuxAI reasonably believes that the Customer is about to become subject to any of them, or in the event of payment irregularities or in cases of fraud or attempted fraud by the Customer in the use of the Products and/or the Website, or for internal reasons such as lack of stock and logistical disruptions, or if the Customer fails to pay any amount due under this Contract on the due date for payment.
Without limiting its other rights or remedies, LuxAI may terminate the Contract with immediate effect by giving written notice to the Customer in the event of payment irregularities or in cases of fraud or attempted fraud by the Customer in the use of the Products and/or the Website, or for internal reasons such as lack of stock and logistical disruptions, or if the Customer fails to pay any amount due under the Contract on the due date for payment.
On termination of the Contract for any reason the Customer shall immediately pay to LuxAI all of LuxAI’s outstanding unpaid invoices and interest and, in respect of Goods supplied but for which no invoice has been submitted, LuxAI shall submit an invoice, which shall be payable by the Customer immediately on receipt.
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.
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.
Upon termination of the Contract, the Customer shall stop all use of the Services.
11. Intellectual Property
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 11.
Subject to other terms of this clause 11, 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.
The Order for Subscription Services is for access to and use of the Subscription Services, and you are not granted a license to any Subscribed Software by this Contract. 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.
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.
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.
The Customer agrees not to use the LuxAI Products out of the scope of their use made available to you by LuxAI.
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.
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.
In the event of termination according to clause 11.8, 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 in accordance with the Clause 10 of the Contract.
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.
Assignment and other dealings.
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.
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 obligations under the Contract without the prior written consent of the LuxAI.
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 13.2.2.
Each party may disclose the other party’s confidential information:
(a) 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
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
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.
The Contract constitutes the entire agreement between the parties.
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.
Variation. No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
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.
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.
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.
Any notice given to a party under or in connection with the Contract shall be in writing and shall be:
(a) 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
(b) sent by email to the email addresses stated in the Order.
Any notice shall be deemed to have been received:
(a) if delivered by hand, at the time the notice is left at the proper address;
(b) 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
(c) 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.
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.
Third party rights. A person who is not a party to the Contract shall have no rights under it, except that the ‘Intellectual Property’ and ‘Limitation of Liability’ clauses in these Conditions will apply as between you and both the LuxAI S.A. and LuxAI Ltd and references to LuxAI in those clauses are to both LuxAI S.A and LuxAI Ltd.
If the Customer is based in England or Wales, the Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it, its subject matter or formation shall be governed by and construed in accordance with English law. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract, its subject matter or formation.
If the Customer is based outside of England or Wales, the Contract shall be governed by Luxembourg law. Any litigation relating to the validity, the interpretation or execution of this present Contract will be brought before the courts of competent jurisdiction in Luxembourg.