1. Scope of Application
1.1 Lumiform GmbH is registered in the Commercial Register of the Charlottenburg Local Court in Berlin under HRB 200625 B, with its business address at Chausseestraße 57, 10115 Berlin (“Lumiform”).
1.2 Lumiform provides a cloud-based software platform that enables companies to conduct inspections, audits, and checklists digitally in order to improve the quality, safety, and efficiency of their operational processes. The platform can be accessed primarily via a web browser as well as through Lumiform’s mobile applications (“Platform”). These General Terms and Conditions govern the business relationship between Lumiform and the respective subscriber (“GTC”).
1.3 Lumiform offers the service exclusively to subscribers who are business entities within the meaning of Section 14 of the German Civil Code (BGB).
1.4 These Terms and Conditions apply unless the parties have agreed to different provisions in the specific offer. Any deviating, conflicting, or supplementary general terms and conditions of subscribers shall only become part of the contractual relationship if Lumiform agrees to their validity in writing. This requirement for consent also applies if Lumiform begins providing services while aware of the subscriber’s general terms and conditions.
2. Subject Matter of the Contract
2.1 The platform is provided as a cloud-based service via an internet browser and mobile applications. The subscriber uses the platform on the IT infrastructure of Lumiform or of subcontractors engaged by Lumiform. The provision of the platform and the associated services is hereinafter referred to as the “Service.”
2.2 Lumiform will set up a workspace assigned to the Subscriber (“Subscriber Account”) or enable the Subscriber to do so. Within the scope of the user licenses purchased by the Subscriber, the Subscriber may invite others to use the Platform and assign them individual user accounts (“Authorized Users”).
2.3 Lumiform offers the platform in the “Professional” and “Enterprise” versions. The specific scope of functions, the number of user licenses, the contract term, and, if applicable, additional services are set forth in the offer prepared by Lumiform and accepted by the Subscriber.
2.4 The Subscriber may purchase additional features, modules, or services as add-ons. The nature, scope, and compensation for the add-ons are set forth in the respective offer or in a subsequent contract amendment agreed upon in writing.
2.5 Lumiform is entitled to further develop, modify, replace, or discontinue features of the platform provided there is an objective reason to do so, in particular due to technical developments, security requirements, legal or regulatory requirements, changes involving third-party providers used, or to improve the platform. This must not unreasonably impair the subscriber’s contractual use of the platform. Changes that do not have a material impact on the contractual use of the platform may be made without prior notice. Changes that have a material impact on the contractual use of the platform must be announced to the Subscriber at least 30 days before they take effect. Furthermore, prior notice is not required if a change must be implemented at short notice due to mandatory legal requirements or to mitigate specific security risks.
3. Conclusion of the Terms and Conditions and the Contract
3.1 The basis of the contract is the offer from Lumiform accepted by the Subscriber, these Terms and Conditions, and, where applicable, the Data Processing Agreement concluded between the parties, as well as any other agreements.
3.2 A contract for the paid use of the platform is concluded exclusively through the acceptance of an offer prepared by Lumiform. Acceptance may be made by signature, electronic signature, or another declaration in writing within the acceptance period specified in the offer. With Lumiform’s express consent, contracts may also be concluded based on the customer’s contract documents.
3.3 Lumiform may offer potential subscribers a free trial of the platform. These Terms and Conditions apply to the trial use. The contract for the trial use is concluded upon activation of the subscriber account.
3.4 Upon conclusion of the contract for paid use, Lumiform will set up the subscriber account, enable the subscriber to set it up themselves, or activate an account previously set up for trial purposes for paid use. The setup of a subscriber account, the provision of trial access, or registration on the platform does not in and of itself result in the conclusion of a contract for paid use.
3.5 The person who accepts an offer on behalf of the subscriber or sets up a subscriber account for the subscriber warrants that they are authorized to represent the subscriber in legal transactions.
4. Features and Use of the Platform
4.1 The scope of functions and services available to the subscriber is determined by the accepted offer and the scope of platform services agreed upon therein. Descriptions of the platform on websites or in marketing materials are provided for general information purposes only, unless they have been expressly included in the offer.
4.2 Add-ons and other additional services may be added during the term of the contract through a supplementary offer from Lumiform. The expansion takes effect as soon as the Subscriber has accepted the supplementary offer in writing.
4.3 The subscriber purchases the number of user licenses specified in the offer as a license package. Within this license package, a user with the appropriate administrator rights may add, remove, or replace Authorized Users. The number of Authorized Users logged in simultaneously may not exceed the number of user licenses agreed upon in the offer. Each user license may be assigned to only one Authorized User at a time. Sharing a user account among multiple individuals is not permitted. If the Subscriber requires additional user licenses, they must contact Lumiform. Additional user licenses may only be purchased based on a new or amended offer from Lumiform. There is no automatic, fee-based expansion of the license package upon the addition of a user.
4.4 Lumiform grants the Subscriber, for the term of the contract, a non-exclusive, non-transferable, and non-sublicensable right to use the platform to the agreed extent for its own business purposes. Authorized users may include not only the Subscriber’s employees but also external individuals who are involved in the Subscriber’s business operations, such as freelancers, contractors, suppliers, or other business partners. The Subscriber remains responsible for the contractual use of the platform by all authorized users. In particular, the following are not permitted: resale; the transfer of user licenses, whether for a fee or free of charge, as a standalone service; sublicensing; or making the platform available to third parties for their own purposes independent of the Subscriber’s business operations. A prerequisite for the permissible involvement of external individuals is that
- (a) the respective person has an individual user account,
- (b) a user license from the license package purchased by the subscriber is available to them, and
- (c) the use takes place exclusively in connection with the subscriber’s business operations.
4.5 The contractual use of intended interfaces and integrations remains unaffected. Unless expressly permitted in the contract or in these Terms and Conditions, the Subscriber may not, in particular,
- (a) rent, lease, sell, sublicense, or transfer to third parties as a standalone service;
- (b) copy, reverse engineer, disassemble, or decompile it, unless expressly permitted by mandatory statutory provisions;
- (c) circumvent technical protection measures, usage restrictions, or access controls;
- (d) remove or alter notices regarding copyrights, trademarks, or other intellectual property rights; or
- (e) use the content in any manner that violates applicable law or the rights of third parties.
4.6 Each Authorized User may use the user account assigned to them exclusively by themselves and on an unlimited number of devices. At any given time, they may maintain only one active session per device type, namely one active web session via a browser and one active session via the native mobile app.
4.7 Lumiform provides the platform’s IT functions. Lumiform is authorized to access the platform and the subscriber’s account remotely to the extent necessary for error analysis, troubleshooting, maintenance, and subscriber support. Access to the subscriber’s content is granted only to the extent necessary for the respective purpose and in compliance with applicable data protection and confidentiality requirements.
4.8 Lumiform is not responsible for establishing and maintaining the data connection between the Subscriber’s IT systems and the router output of Lumiform’s data center or the data center of a subcontractor through whose servers the platform is operated (“transfer point”). Lumiform is not responsible for disruptions occurring outside the transfer point.
4.9 The provision of the necessary Internet access is not part of the contract. The Subscriber is responsible for procuring and maintaining the necessary hardware and connections to public telecommunications networks. Lumiform is not liable for the security, confidentiality, and integrity of data communications transmitted via third-party communication networks. Lumiform is also not liable for disruptions in data transmission caused by technical errors or configuration problems on the part of the Subscriber.
4.10 For the duration of the contract, the subscriber grants Lumiform the rights of use necessary for the provision, security, and contractual further development of the service with respect to the content entered, uploaded, transmitted, or created within the platform by the subscriber or its authorized users. Lumiform may grant these rights to subcontractors only to the extent necessary to provide the Service.
4.11 Lumiform may make pre-designed templates available to the Subscriber within the platform (“Lumiform Templates”). The Subscriber may import these Lumiform Templates into their Subscriber Account, download them, and customize them for their own business purposes within the scope of the agreed-upon functionality. Templates created or customized by the Subscriber will not be uploaded to a template library accessible to other Subscribers.
5. Subscriber’s Obligations to Cooperate
5.1 The Subscriber is obligated to
- (a) not to disclose the login credentials for the subscriber account and user accounts to unauthorized third parties and to protect them from access by unauthorized third parties;
- (b) to instruct Authorized Users regarding their obligations under the contract and these Terms and Conditions, particularly if the Subscriber permits them to use the Platform on their own devices;
- (c) to notify Lumiform immediately in the event of suspected misuse of the platform; and
- (d) to enter into the Subscriber Account only data, text, images, and other content that complies with applicable law, does not infringe the rights of third parties, and which the Subscriber is legally authorized to enter and process.
5.2 Lumiform may monitor and, if necessary, enforce the proper and contractual use of the platform through appropriate technical measures in accordance with data protection law, such as by restricting or blocking access or deleting content entered by the Subscriber that violates applicable law or these Terms and Conditions. Lumiform also reserves the right to change the login credentials of subscribers or authorized users for security reasons; in such cases, Lumiform will notify the subscriber immediately.
5.3 The Subscriber is obligated to notify Lumiform of any defect in the Platform immediately upon its occurrence. Lumiform will remedy properly reported defects within a reasonable period of time.
5.4 Violations of the obligations to cooperate may result in additional costs for Lumiform. The subscriber must reimburse these additional costs, unless the subscriber is not responsible for them.
6. Service Level
6.1 If Lumiform plans to temporarily take the platform offline, in whole or in part, Lumiform must give at least three business days’ notice prior to the planned outage. The Subscriber may object to this outage only for good cause, and such objection must be made immediately. Lumiform will, if possible, specify an alternative date, unless the outage cannot be postponed.
6.2 Lumiform intends to use state-of-the-art technology and is entitled to regularly perform or introduce updates, new versions, or upgrades to the platform in order to adapt the platform to new technical or commercial requirements, implement new features, or improve existing features. Section 2.5 remains unaffected.
7. Liability and Damages
7.1 Lumiform shall be liable without limitation for willful misconduct and gross negligence on the part of Lumiform, its agents, and its legal representatives; for simple negligence, Lumiform shall be liable only in the event of a breach of material contractual obligations.
7.2 Liability for the breach of material contractual obligations is limited to the foreseeable damage typical for this type of contract that Lumiform had to anticipate at the time the contract was concluded based on the circumstances known at that time.
7.3 Strict liability under Section 536a(1) of the German Civil Code (BGB) for defects in the platform existing at the time the contract was concluded is excluded, unless the defect concerns a characteristic of the platform that is essential to the service.
7.4 Lumiform is liable for the loss of data in accordance with the preceding paragraphs only if the subscriber could not have prevented the loss by taking appropriate data backup measures.
7.5 The foregoing limitations of liability do not apply in the case of the assumption of express warranties, for claims arising from the absence of warranted characteristics, or for damages resulting from injury to life, limb, or health. Liability under the Product Liability Act also remains unaffected.
7.6 Lumiform templates are general working aids and are not tailored to the subscriber’s individual operational, technical, legal, or regulatory requirements. Lumiform makes no warranty that a Lumiform template is complete, up-to-date, or suitable for a specific purpose of the subscriber, or that it meets all legal, regulatory, or industry-specific requirements applicable to the subscriber. The subscriber is obligated to review Lumiform templates on their own responsibility prior to use, adapt them to their specific requirements, and, if necessary, seek professional or legal advice. Lumiform’s liability is otherwise governed by Sections 7.1 through 7.5.
7.7 To the extent that disruptions are attributable to the infrastructure of a third-party provider carefully selected by Lumiform and are beyond Lumiform’s control, Lumiform shall be liable only in accordance with the remaining provisions of this Section 7. Agreed-upon availability and service levels remain unaffected.
7.8 The Subscriber is obligated to notify Lumiform immediately in writing of any damages within the meaning of the foregoing liability provisions or to have such damages documented by Lumiform, so that Lumiform has the opportunity to mitigate the damage together with the Subscriber.
7.9 The Subscriber shall indemnify Lumiform against all claims by third parties—in particular claims arising from violations of copyright, competition, trademark, or data protection laws—that are asserted against Lumiform in connection with the Subscriber’s use of the Platform, provided that such claims are not based on intentional or grossly negligent conduct on the part of Lumiform or its legal representatives or agents. This indemnification obligation includes reimbursement of reasonable costs incurred by Lumiform in asserting or defending its rights in this context.
7.10 This liability provision also applies in favor of Lumiform’s legal representatives and vicarious agents if claims are asserted directly against them.
8. Statute of Limitations for Claims
Claims by the Subscriber based on a breach of duty not arising from a defect shall be barred by the statute of limitations—except in cases of willful misconduct or gross negligence—within one year from the statutory commencement of the limitation period. This does not apply if the Subscriber’s damage in question constitutes personal injury. Claims for personal injury shall be barred by the statute of limitations within the statutory limitation period.
9. Fees and Payment Terms
9.1 The Subscriber shall pay the fees specified in the accepted offer. The fees are based, in particular, on the agreed scope of services for the platform, the purchased license package, the booked add-ons, and any other agreed-upon services. For user licenses, add-ons, or other services purchased additionally during the term of the contract, the fees specified in the respective supplementary offer shall apply.
9.2 All prices are net prices. Value-added tax will be added as applicable.
9.3 The fee is due immediately upon receipt of the invoice and, unless otherwise specified in the invoice or offer, is payable within 30 days of receipt.
9.4 Lumiform’s claim to payment is independent of whether the subscriber actually uses the platform.
9.5 Lumiform may notify the subscriber in writing of a change in subscription fees for the subscription period following the notification. Lumiform will inform the subscriber of the upcoming fee change at least one month before the end of the current subscription period. This notice constitutes Lumiform’s offer to continue the contract for the following subscription period at the new rates. The subscriber may terminate the contract after receiving the notice, up until the end of the current subscription period. If the subscriber does not terminate the contract and continues to use the service during the following subscription period, the rate change shall be deemed accepted.
10. Term, Termination, and Cancellation of the Service
10.1 Unless otherwise agreed in the offer, the contract is entered into for a fixed term, which is automatically extended for the same period as the original term, unless one of the parties terminates the contract with three months’ notice effective at the end of the current term.
10.2 The right to terminate the contract for cause remains unaffected. For Lumiform, good cause exists in particular if the subscriber breaches a material contractual obligation despite a warning or substantially or repeatedly violates their obligations under Sections 5, 11, 12, or 13. A warning is not required if it is not mandated by law or if it would be unreasonable to expect Lumiform to issue one.
10.3 Terminations must generally be submitted via the user account. Alternatively, they may also be submitted in writing, in particular by email to success@lumiformapp.com . Compliance with a notice period is determined by the timely receipt of the notice of termination by Lumiform.
11. Data Protection and Data Security
11.1 The Subscriber is aware of the general risk that transmitted data may be intercepted during transmission. This applies not only to the exchange of information via emails that leave the system but also to any other data transmission. For this reason, the confidentiality of data transmitted while using the platform cannot be guaranteed without restriction.
11.2 The Subscriber is obligated to comply with applicable data protection laws regarding the personal data of third parties that the Subscriber receives or processes while using the platform. The Subscriber will use this data only within the scope of the relevant legal basis and for permissible purposes. The Subscriber will instruct its members of management, employees, representatives, Authorized Users, and agents accordingly.
11.3 Lumiform may use anonymized or aggregated usage information that does not allow for identification of the Subscriber, Authorized Users, or other natural persons, as well as voluntarily provided feedback, for the purpose of designing, marketing, further developing, optimizing, and providing the Platform in a manner tailored to user needs. Subscriber content, inputs, and outputs as defined in Section 12 shall not be used to train or improve Lumiform’s own or third-party AI models.
11.4 All information provided to Lumiform that falls under the General Data Protection Regulation (GDPR) will be processed in accordance with Lumiform’s Privacy Policy and the Data Processing Agreement. Further information on data protection, in particular the Lumiform white paper “Enterprise Architecture and Security Overview,” is available at https://lumiformapp.com/page/privacy.
12. Use of Artificial Intelligence, Subscriber Content, Inputs, and Outputs
12.1 As part of the platform’s AI-powered features, the Subscriber and Authorized Users may enter, upload, transmit, or create data, text, images, documents, forms, responses, recordings, and other information on the platform (“Subscriber Content”). To the extent that such Subscriber Content is provided for processing together with instructions, parameters, or other information for an AI-powered feature, it is hereinafter referred to as “Inputs.” The content, recommendations, summaries, analyses, and other results generated by an AI-powered feature are hereinafter referred to as “Outputs.”
12.2 Lumiform is under no obligation to verify the accuracy, completeness, quality, or legality of Subscriber Content or Inputs prior to their processing. The Subscriber is responsible for the accuracy, quality, legality, and permissible use of the Subscriber Content and Inputs. The subscriber shall ensure that they possess all necessary rights, legal bases, and consents to provide the relevant content for processing by Lumiform in accordance with the contract. The indemnification provision in Section 7.9 applies to claims by third parties arising from a culpable breach of these obligations.
12.3 Lumiform may use its own AI systems, as well as AI models and technical services from third-party providers, to provide certain platform features. The processing of Subscriber Content by such providers is carried out exclusively for the purpose of providing and ensuring the contractually agreed-upon services and, to the extent that personal data is involved, in accordance with the data processing agreement.
12.4 Lumiform does not use subscriber content, inputs, or outputs for training, fine-tuning, or otherwise improving its own cross-customer AI models. Lumiform also does not permit the external AI providers it engages to use subscriber content, inputs, or outputs for training, fine-tuning, or improving their own or third-party AI models. This does not affect the use of anonymized technical usage and performance data—which does not contain any subscriber content and cannot be attributed to the subscriber or any natural person—for security, error analysis, and technical improvement of the platform.
12.5 The subscriber retains all rights to which they are entitled with respect to their subscriber content and inputs. To the extent that intellectual property rights arise in outputs and such rights are vested in Lumiform, Lumiform grants the subscriber a non-exclusive right, unlimited in time and territory, to use, reproduce, edit, and distribute the outputs for their own business purposes. The Subscriber is aware that AI-generated outputs may not enjoy legal protection and that identical or similar outputs may also be generated for other users. Lumiform therefore guarantees neither the protectability nor the exclusivity of an output.
12.6 AI models generate results on a statistical and probabilistic basis. Outputs may therefore be, in particular, inaccurate, incomplete, misleading, inconsistent, distorted, outdated, or unsuitable for the specific purpose. Lumiform makes no warranty as to the factual accuracy, completeness, timeliness, or suitability of an output for a specific purpose.
12.7 AI-generated outputs are intended solely for technical support, internal organization, and to assist the subscriber in making their own decisions. In particular, they do not constitute legal, regulatory, safety-related, medical, or other professional advice, nor do they represent a binding approval, commitment, certification, or instruction for action. This applies in particular to outputs related to inspections, audits, checklists, quality management, occupational safety, compliance, training, documentation requirements, or other control processes. The Subscriber is obligated to have outputs reviewed, validated, and approved by a person with the appropriate expertise before they are used operationally, implemented, or disclosed. Decisions that may have significant implications for safety, compliance with legal requirements, or the rights of natural persons must not be based solely on an unreviewed AI output.
12.8 The Subscriber may enter personal data and confidential information into AI-supported functions only if this is necessary for the intended purpose and legally permissible. The processing of personal data is governed by the Data Processing Agreement and the applicable data protection regulations.
12.9 Lumiform’s liability in connection with AI-powered features and outputs is governed by Section 7. Mandatory statutory liability provisions and the cases specified in Section 7.5 remain unaffected.
13. Confidentiality
13.1 “Confidential Information” means all trade secrets, the existence and content of the business relationship between the parties, and all other non-public information designated as confidential or deemed confidential under the circumstances regarding the Platform, Lumiform, or the Subscriber.
13.2 The parties are obligated to
- (a) treat the other party’s Confidential Information as strictly confidential and use it only to fulfill their contractual obligations;
- (b) not to disclose or reveal the other party’s Confidential Information to third parties, nor to grant third parties access to Confidential Information, unless such disclosure or access is necessary for the performance of the contract; and
- (c) take appropriate measures to prevent unauthorized persons from gaining access to the other party’s Confidential Information.
13.3 The obligations set forth in Section 13.2 do not apply to Confidential Information
- (a) which was generally known or publicly available prior to its disclosure to the other party, or which becomes public without a breach of confidentiality obligations;
- (b) that was already known to the receiving party prior to its disclosure and for which it can be demonstrated that no confidentiality obligations were breached;
- (c) that was developed by the receiving party independently and without using or referring to the disclosing party’s Confidential Information;
- (d) that is provided to or made available to the receiving party by an authorized third party without a breach of confidentiality obligations; or
- (e) that must be disclosed due to mandatory legal provisions or a court or regulatory decision.
13.4 The parties shall ensure, through appropriate contractual provisions, that their respective employees and contractors also use and disclose Confidential Information only to the extent permitted. The parties shall disclose Confidential Information to employees or contractors only to the extent that such persons need to know the information to perform the contract.
13.5 The Subscriber agrees that Lumiform may disclose the collaboration between the parties for marketing purposes and, in this context, may also use the Subscriber’s company logo. The Subscriber may revoke this consent at any time by providing written notice.
13.6 The obligations under this Section 13 shall remain in effect for a period of three years following the termination of the contractual relationship. Statutory provisions regarding the protection of trade secrets remain unaffected.
14. Amendments to These Terms and Conditions
14.1 Lumiform is entitled to amend these Terms and Conditions with future effect to the extent that such an amendment is necessary due to a change in the legal situation, supreme court case law, regulatory requirements, security requirements, or technical conditions that has occurred since the conclusion of the contract, or to the extent that it serves to clarify the terms, close a loophole, or adapt procedures. Amendments pursuant to this section may not materially alter the contractual balance to the detriment of the Subscriber and may not fundamentally change any material contractual obligations, in particular the agreed scope of services, compensation, contract term, termination rights, liability provisions, or the use of Subscriber content.
14.2 Lumiform will notify the subscriber in writing of the intended changes, the effective date, and the reason for the change at least six weeks prior to the planned effective date.
14.3 Changes that go beyond the scope described in Section 14.1 or affect essential elements of the contract require the subscriber’s express consent. If the subscriber does not grant their consent, the previous terms of the contract shall continue to apply to the extent that their continuation is legally and practically possible for Lumiform. If continuation is not possible due to mandatory legal or regulatory requirements, either party may terminate the contract extraordinarily as of the effective date of the required change.
15. Final Provisions
15.1 The Subscriber shall have a right of set-off, reduction, and/or retention against Lumiform only if the Subscriber’s counterclaim has been legally established, is undisputed, or has been acknowledged by Lumiform. Furthermore, the Subscriber is authorized to exercise a right of retention only if the Subscriber’s counterclaim is based on the same contractual relationship. The Subscriber’s right to reclaim any remuneration not owed remains unaffected by the restriction in this section.
15.2 All declarations and amendments to the contract and these Terms and Conditions, including this formal requirement, must be made in writing, for example via email. This also applies to amendments to this clause.
15.3 The law of the Federal Republic of Germany applies to the contract and these General Terms and Conditions.
15.4 The place of performance and exclusive venue for all disputes arising from or in connection with the contract and these Terms and Conditions is Berlin. However, Lumiform is entitled to bring an action at the subscriber’s place of business. If the subscriber’s place of business is located outside the European Economic Area, all disputes arising from or in connection with the contract shall be finally settled in accordance with the Rules of Arbitration of the German Institution of Arbitration (DIS), to the exclusion of ordinary legal proceedings. The arbitral tribunal shall consist of a sole arbitrator. The seat of the arbitral tribunal is Berlin, Germany, and the language of the arbitration proceedings is English.
15.5 The Terms and Conditions are drafted in both German and English. In the event of any discrepancies or contradictions between the German and English versions, the German version shall prevail.