Platform Agreement

This Platform Agreement ("Agreement") is a legally binding contract between Lumi ("we", "us", "our", or "the Platform") and the business entity or sole trader subscribing to the Lumi platform ("you", "your", or "the Subscriber"). This Agreement governs your use of the Lumi platform and related services for your grooming business operations.

By creating a Lumi account and subscribing to a plan, you acknowledge that you have read, understood, and agree to be bound by this Agreement. If you are accepting on behalf of a business, you represent that you have the authority to bind that business to these terms.

This is a business-to-business agreement. The New Zealand Consumer Guarantees Act 1993 does not apply to services acquired for business purposes.

1. Definitions

• "Platform" means the Lumi cloud-based software application, including the web application, APIs, booking pages, landing pages, and any associated mobile applications, operated by Lumi.
• "Subscriber" means the business entity, partnership, sole trader, or individual operating a grooming business who subscribes to a Lumi plan.
• "Customer Data" means all data entered into the Platform by or on behalf of the Subscriber, including but not limited to customer contact details, pet profiles, booking records, grooming notes, vaccination records, invoices, and communications history.
• "Services"means the suite of features and functionality provided through the Platform as described in Section 2 and as applicable to the Subscriber's chosen subscription plan.
• "Subscription Period" means the recurring billing period (monthly or annual) during which the Subscriber has active access to the Services, beginning on the date of subscription or the end of any free trial period.
• "End Customer" means any individual or entity that books or receives grooming services from the Subscriber through the Platform.
• "Subscription Fee" means the recurring charge payable by the Subscriber for access to the Services, as set out in Section 3.

2. Platform Services

Subject to the terms of this Agreement and the Subscriber's chosen plan, Lumi provides the following Services:

• Booking & scheduling management — calendar management, online booking pages, appointment scheduling, staff rostering, and waitlist management.
• Customer & pet management — customer profiles, pet profiles with breed and health details, grooming history, notes, vaccination tracking, and customer communication logs.
• Payment processing facilitation — integration with third-party payment processors (Stripe, PayPal, Square) to enable the Subscriber to accept payments from their End Customers. Lumi is not a payment processor and does not handle funds directly.
• Communications — automated and manual SMS and email communications sent on behalf of the Subscriber to their End Customers, including booking confirmations, reminders, follow-ups, and marketing messages.
• Analytics & reporting — business performance dashboards, revenue tracking, booking statistics, and customer insights.
• AI-powered features — AI assistant, chatbot for End Customer enquiries, smart scheduling suggestions, and other machine-learning-driven features as they become available.
• Integrations— connections to third-party services such as Google Calendar, Xero, and other tools as available on the Subscriber's plan.
• Online presence — customisable booking pages and business landing pages hosted on the Lumi platform.

Features vary by subscription plan. We may add, modify, or retire features over time. We will provide reasonable notice of any material changes to the Services.

3. Subscription Plans & Billing

3.1 Plans

Lumi offers the following subscription plans. All prices are in New Zealand Dollars (NZD) and include GST:

• Seedling — $49/month. Designed for solo groomers getting started.
• Grow — $79/month. For growing businesses with expanded features.
• Bloom — $129/month. For established businesses needing advanced tools.
• Flourish — $179/month. Full-featured plan for multi-staff operations.

3.2 Free Trial

The Seedling and Grow plans include a 14-day free trial. During the trial, you have full access to the features included in your chosen plan. No payment details are required to start a trial. If you do not subscribe to a paid plan before the trial expires, your access to paid features will be suspended, but your data will be retained for 30 days.

3.3 Annual Billing

Subscribers may choose annual billing and receive a 20% discount on the monthly rate. Annual subscriptions are billed as a single upfront payment for the 12-month period.

3.4 No Long-Term Contracts

Monthly subscriptions operate on a rolling month-to-month basis with no lock-in period. You may cancel at any time, and your subscription will remain active until the end of the current billing period. Annual subscriptions are non-refundable for the remaining portion of the annual term, unless otherwise required by law.

3.5 Payment Method

Subscription Fees are collected via Stripe. By subscribing, you authorise Lumi to charge your nominated payment method on each billing date. If a payment fails, we will notify you and may suspend access to the Services if payment is not received within 7 days.

3.6 Price Changes

We may adjust Subscription Fees from time to time. We will provide at least 30 days' written notice (via email) before any price increase takes effect. Existing annual subscriptions will not be affected until their renewal date.

4. Subscriber Obligations

As a Subscriber, you agree to:

• Provide accurate, current, and complete information when setting up your account, business profile, and service listings.
• Keep your account credentials secure and not share them with unauthorised individuals. You are responsible for all activity under your account.
• Use the Platform only for lawful purposes related to operating your grooming business.
• Maintain your own relationships with your End Customers. Lumi provides tools to facilitate these relationships but is not a party to any agreement between you and your End Customers.
• Comply with the New Zealand Privacy Act 2020 and any other applicable privacy legislation in relation to the personal information of your End Customers that you collect and store on the Platform.
• Obtain all necessary consents from your End Customers before collecting their personal information, sending them communications (including marketing messages), and storing their data on the Platform.
• Ensure that any content you upload, publish, or display through the Platform (including on booking pages and landing pages) does not infringe the intellectual property rights of any third party and does not contain unlawful, defamatory, or misleading material.
• Not attempt to reverse-engineer, decompile, or otherwise extract the source code of the Platform.
• Not use the Platform to send unsolicited commercial electronic messages in breach of the Unsolicited Electronic Messages Act 2007 (NZ).

5. Payment Processing

5.1 Third-Party Payment Processors

Lumi facilitates payment processing by integrating with third-party payment processors, including Stripe Connect, PayPal, and Square. When you connect a payment processor through the Platform, you enter into a direct agreement with that payment processor and are bound by their terms of service.

5.2 Merchant of Record

Lumi is not the merchant of record for transactions between you and your End Customers. You are the merchant of record for all goods and services you provide. Payments flow directly between your End Customers and your connected payment processor account(s). Lumi does not hold, process, or have access to your End Customers' payment card details.

5.3 Refunds & Chargebacks

You are solely responsible for managing refunds, disputes, and chargebacks with your End Customers. Lumi has no involvement in and accepts no liability for disputes between you and your End Customers regarding payments, refunds, or the quality of services provided.

5.4 Payment Processor Fees

Any transaction fees, processing fees, or other charges imposed by your chosen payment processor are your responsibility and are separate from Lumi's Subscription Fees.

6. Data Ownership & Processing

6.1 Your Data

You retain full ownership of all Customer Data you enter into the Platform. This includes customer records, pet profiles, booking data, grooming notes, invoices, and any other business-specific information. Lumi does not claim any ownership rights over your Customer Data.

6.2 Data Processing

Lumi processes Customer Data on your behalf solely for the purpose of providing the Services. We act as a data processor (as that concept is understood under the New Zealand Privacy Act 2020) in relation to the personal information of your End Customers. A Data Processing Agreement is incorporated into this Agreement by reference and is available upon request.

6.3 Anonymised & Aggregated Data

Lumi may use anonymised and aggregated data derived from your use of the Platform for the purposes of improving the Services, developing new features, generating industry benchmarks, and conducting research. This data will not identify you or your End Customers.

6.4 Data Security

We implement reasonable technical and organisational measures to protect Customer Data against unauthorised access, loss, destruction, or alteration. We will notify you without undue delay if we become aware of a data breach that affects your Customer Data.

7. Communications on Behalf of Subscriber

7.1 Subscriber Identity

SMS and email communications sent through the Platform to your End Customers are sent using your business name and identity. Lumi acts as a technology provider facilitating these communications on your behalf. You are the sender for the purposes of applicable law.

7.2 Consent

You are solely responsible for obtaining appropriate consent from your End Customers before sending them communications, including but not limited to booking confirmations, reminders, follow-up messages, and marketing communications. You must maintain records of such consent.

7.3 SMS Credits

Each subscription plan includes a monthly allocation of SMS credits. SMS credits that are not used within a billing period do not roll over. If you exceed your included SMS allocation, additional SMS messages will be charged at $0.08 (NZD, inclusive of GST) per message. Overage charges will be billed to your payment method at the end of each billing period.

7.4 Compliance

You must comply with the Unsolicited Electronic Messages Act 2007 (NZ) and any other applicable legislation when sending communications through the Platform. This includes ensuring that marketing messages contain a functional unsubscribe mechanism, that messages accurately identify the sender, and that you do not send messages to individuals who have opted out.

7.5 Delivery

Lumi uses third-party providers to deliver SMS and email communications. While we make reasonable efforts to ensure delivery, we do not guarantee that every message will be delivered successfully. Delivery may be affected by factors outside our control, including carrier filtering, spam filters, invalid contact details, and network issues.

8. Intellectual Property

8.1 Platform IP

Lumi and its licensors retain all right, title, and interest in and to the Platform, including all software, code, design, interfaces, algorithms, documentation, trademarks, and other intellectual property. Nothing in this Agreement transfers any intellectual property rights in the Platform to you. Your subscription grants you a limited, non-exclusive, non-transferable, revocable licence to access and use the Platform for your business operations during the Subscription Period.

8.2 Subscriber Content

You retain all intellectual property rights in your content, including your business name, logos, images, service descriptions, and other materials you upload to the Platform. You grant Lumi a non-exclusive, worldwide, royalty-free licence to display, reproduce, and distribute your content solely for the purpose of providing the Services — for example, displaying your business information on your booking pages, landing pages, and in communications to your End Customers.

8.3 Feedback

If you provide Lumi with feedback, suggestions, or ideas regarding the Platform, you grant us a perpetual, irrevocable, royalty-free licence to use that feedback for any purpose, including to improve and develop the Platform, without any obligation to you.

9. AI Features Disclaimer

The Platform includes artificial intelligence features such as an AI assistant, customer-facing chatbot, smart scheduling suggestions, and other AI-driven functionality ("AI Features").

• AI Features are provided on an "as is" and "as available" basis. They are tools to assist you and are not a substitute for professional judgment.
• AI-generated outputs (including chatbot responses to End Customers, scheduling suggestions, and business insights) may contain errors or inaccuracies. You are responsible for reviewing and verifying AI outputs before relying on them.
• AI Features do not constitute professional veterinary, legal, financial, or any other form of professional advice.
• Lumi is not liable for any decisions made or actions taken based on AI-generated outputs, nor for any consequences of AI-generated responses provided to your End Customers.
• We continuously work to improve AI accuracy, but we do not warrant that AI Features will be error-free or produce correct results in all circumstances.

10. Service Availability

10.1 Uptime

We use reasonable efforts to maintain the availability of the Platform. However, we do not guarantee a specific uptime percentage and do not offer a formal Service Level Agreement (SLA). The Platform may be temporarily unavailable due to maintenance, updates, or factors beyond our control.

10.2 Planned Maintenance

Where practicable, we will provide reasonable advance notice of planned maintenance that may affect Platform availability. We aim to schedule maintenance during off-peak hours (New Zealand time).

10.3 Force Majeure

Neither party shall be liable for any failure or delay in performing their obligations under this Agreement where such failure or delay results from circumstances beyond the reasonable control of that party, including but not limited to natural disasters, acts of government, internet or telecommunications failures, cyberattacks, pandemics, or disruptions to third-party services on which the Platform depends.

11. Limitation of Liability

11.1 Exclusion of Indirect Damages

To the maximum extent permitted by New Zealand law, Lumi shall not be liable for any indirect, incidental, special, consequential, or punitive damages arising out of or in connection with this Agreement or your use of the Platform. This includes, without limitation:

• Loss of revenue, profit, business, or anticipated savings.
• Lost bookings or missed appointments.
• Disputes between you and your End Customers, including disputes relating to payments, refunds, or services provided.
• Failures, errors, or delays caused by third-party payment processors (Stripe, PayPal, Square).
• SMS or email delivery failures, delays, or non-delivery.
• Errors or inaccuracies in AI-generated outputs.
• Loss of data, except to the extent caused by our gross negligence or wilful misconduct.

11.2 Liability Cap

Lumi's total aggregate liability to you for all claims arising out of or in connection with this Agreement shall not exceed the total Subscription Fees paid by you to Lumi in the three (3) months immediately preceding the event giving rise to the claim.

11.3 Business Use

You acknowledge that you are acquiring the Services for business purposes and that the New Zealand Consumer Guarantees Act 1993 does not apply to this Agreement. To the extent permitted by law, all warranties, conditions, and guarantees implied by statute or otherwise are excluded.

12. Indemnification

You agree to indemnify, defend, and hold harmless Lumi and its directors, officers, employees, and agents from and against any claims, losses, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or in connection with:

• Your use of the Platform or any breach of this Agreement.
• Any dispute between you and your End Customers, including disputes relating to payments, refunds, the quality of grooming services, or any other matter.
• Content you upload, publish, or display through the Platform, including any claim that such content infringes the intellectual property rights of a third party.
• Your failure to comply with applicable laws, including the Privacy Act 2020 and the Unsolicited Electronic Messages Act 2007.
• Any claim by a third party arising from communications sent through the Platform on your behalf.

13. Termination

13.1 Termination by Subscriber

You may cancel your subscription at any time through your account settings or by contacting us. Cancellation will take effect at the end of your current billing period. You will retain access to the Services until the end of that period.

13.2 Termination by Lumi

Lumi may terminate this Agreement by providing 30 days' written notice. Lumi may also terminate this Agreement immediately, without notice, if:

• You materially breach this Agreement and fail to remedy the breach within 14 days of being notified.
• You use the Platform for unlawful purposes or in a manner that could harm other users, End Customers, or Lumi's reputation.
• You fail to pay Subscription Fees for more than 14 days after the due date.

13.3 Effect of Termination

Upon termination, your access to the Platform will be suspended. You will have a 30-day grace period following termination during which you may log in to export your Customer Data (see Section 14). After this 30-day period, your account will be deactivated. Customer Data will be permanently deleted 60 days after termination, unless retention is required by law or you request earlier deletion.

13.4 Survival

Sections 6 (Data Ownership), 8 (Intellectual Property), 9 (AI Disclaimer), 11 (Limitation of Liability), 12 (Indemnification), and 15 (Dispute Resolution) shall survive termination of this Agreement.

14. Data Export & Portability

During your active subscription and for 30 days following termination, you may export your Customer Data from the Platform. Export functionality is available through your account dashboard.

• Exports are available in CSV and/or JSON format, depending on the data type.
• Exportable data includes customer records, pet profiles, booking history, invoices, and communications logs.
• We will make reasonable efforts to assist with data export requests. You may also contact us at hello@lumiplatform.co.nz for assistance with bulk data exports.

15. Dispute Resolution

15.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of New Zealand.

15.2 Good Faith Negotiation

In the event of any dispute arising out of or in connection with this Agreement, the parties agree to first attempt to resolve the dispute through good faith negotiation. Either party may initiate this process by sending a written notice to the other party describing the dispute and proposing a resolution.

15.3 Jurisdiction

If a dispute cannot be resolved through negotiation within 30 days, either party may submit the dispute to the exclusive jurisdiction of the courts of New Zealand.

16. Changes to This Agreement

We may update this Agreement from time to time. For material changes, we will provide at least 30 days' notice by email to the address associated with your account. Non-material changes (such as formatting corrections or clarifications that do not alter your rights or obligations) may be made without notice.

Your continued use of the Platform after the effective date of any changes constitutes your acceptance of the updated Agreement. If you do not agree to the updated terms, you may terminate your subscription in accordance with Section 13.

17. General Provisions

• Entire Agreement. This Agreement, together with the Privacy Policy, Terms of Service, and any Data Processing Agreement, constitutes the entire agreement between you and Lumi regarding the subject matter herein.
• Severability. If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.
• Assignment.You may not assign or transfer this Agreement without Lumi's prior written consent. Lumi may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets.
• Waiver. No waiver of any term or condition of this Agreement shall be deemed a further or continuing waiver of such term or any other term.
• Notices. Notices under this Agreement shall be sent by email — to you at the email address associated with your account, and to Lumi at hello@lumiplatform.co.nz.

18. Contact

If you have questions about this Platform Agreement, please contact us at hello@lumiplatform.co.nz.