1. Purpose and contract structure
This Service Agreement describes the baseline framework LumiTalk expects to use for configured customer services. The binding agreement for an engagement consists only of the documents expressly incorporated into a mutually accepted Order Form. Those documents may include this Service Agreement, a statement of work, Data Processing Addendum, security exhibit, service-level schedule, Business Associate Agreement, and other signed addenda.
2. Key definitions
- Customer means the legal entity identified as the customer in an Order Form.
- LumiTalk means the provider legal entity identified in that Order Form.
- Order Form means a written ordering document accepted by both parties that identifies the services and commercial terms.
- Services means the hosted software, configured workflows, implementation, support, or other services listed in an Order Form.
- Customer Data means data, content, records, instructions, and communications submitted to or processed by the Services for Customer.
- Authorized User means a person Customer permits to access or administer the Services.
- Documentation means LumiTalk’s then-current user and configuration materials supplied for the Services.
3. Order Forms and document priority
Each Order Form should identify the service scope, channels, integrations, implementation responsibilities, term, fees, usage allowances, support, data requirements, acceptance criteria, and any special restrictions. Purchase-order terms or customer portal terms do not amend the agreement unless both parties expressly sign the amendment.
If incorporated documents conflict, the order of priority should be: a signed amendment; the Order Form; a use-case-specific addendum such as a DPA, BAA, or security exhibit for its subject; this Service Agreement; and the Documentation. The Order Form may establish a different priority expressly.
4. Services and implementation
LumiTalk will provide the Services materially described in the applicable Order Form. Implementation may include discovery, workflow mapping, source and action configuration, integration setup, testing, escalation design, and production release. Dates depend on Customer providing timely access, decisions, test data, owners, and approvals.
Changes to channels, integrations, volume, regulated-data scope, languages, or autonomous actions may require a change order, additional fees, revised security review, or updated acceptance testing. A roadmap, demonstration, proposal discussion, or marketing page is not a contractual commitment unless the Order Form incorporates it specifically.
5. Customer responsibilities
Customer is responsible for:
- lawful instructions, approved content, business rules, schedules, pricing, policies, and escalation owners;
- the accuracy and legality of Customer Data and the right to connect each selected system;
- Authorized Users, credentials, permissions, role assignments, and prompt removal of access when no longer needed;
- required notices, consents, opt-outs, recording disclosures, and responses to individual-rights requests;
- testing representative scenarios, edge cases, outage paths, and system writes before production use;
- qualified human coverage for professional judgment, emergencies, uncertainty, safety, regulated decisions, and material customer impact; and
- use of the Services in accordance with the Order Form, Documentation, applicable law, and third-party terms.
6. AI and operational controls
The parties should document the sources the Services may use, actions they may take, restricted topics, confidence or verification gates, approval requirements, human handoffs, fallback behavior, and audit events. Customer must approve the production configuration and changes that materially affect those controls.
Automated outputs may be incomplete or incorrect. Unless a signed addendum expressly permits a defined workflow, the Services must not independently diagnose, prescribe, provide legal or financial advice, approve credit, make employment or housing decisions, determine insurance or benefit eligibility, or replace an emergency or public-safety service. Customer remains responsible for decisions requiring licensed or accountable human judgment.
7. Communications, consent, and recording
Customer controls the purpose, audience, timing, content, and legal basis for calls, emails, SMS, recordings, and other communications sent through the Services. Customer must supply approved disclosure and consent language, maintain suppression and do-not-call rules, honor revocation and opt-outs, define quiet hours, and preserve required records.
LumiTalk may provide configurable controls and implementation guidance but does not determine that a campaign or recording is lawful in every jurisdiction. The Order Form should identify any outbound marketing, prerecorded or artificial voice, call recording, healthcare, financial, or other heightened-risk use.
8. Fees, invoices, and taxes
The Order Form must state fees, currency, billing schedule, included usage, overage treatment, approved expenses, payment timing, and renewal pricing. Customer is responsible for applicable sales, use, excise, and similar taxes, excluding taxes based on LumiTalk’s net income. Invoice disputes should be raised promptly and in good faith; undisputed amounts remain payable.
No auto-renewal, late fee, price increase, non-refundable commitment, or minimum usage applies unless the Order Form states it clearly and the term is enforceable under applicable law.
9. Customer Data and data protection
As between the parties, Customer retains its rights in Customer Data. Customer instructs LumiTalk to process Customer Data only to provide, secure, maintain, support, and improve the contracted Services; prevent abuse; comply with law; and as otherwise documented in the parties’ agreement.
The parties should sign a Data Processing Addendum when required. It should address their privacy roles, processing instructions, confidentiality, security, subprocessors, cross-border transfers, rights-request assistance, incident cooperation, audit information, and deletion or return. A Business Associate Agreement is required before LumiTalk handles protected health information as a business associate; a marketing claim alone does not create that authorization.
Customer must not provide sensitive or regulated data until the Order Form and applicable addendum expressly approve the data type, system, purpose, safeguards, and retention.
10. Security and incidents
LumiTalk will maintain administrative, technical, and organizational safeguards appropriate to the contracted Services and data described in the Order Form or security exhibit. Customer is responsible for its endpoints, credentials, identity provider, connected systems, permissions, and secure transmission of credentials or secrets.
Each party should notify the other without undue delay after confirming a security incident affecting the other party’s data or systems, provide reasonably available information, take appropriate containment and remediation steps, and cooperate with legally required notices. Specific notification periods or security certifications must be stated in a signed security or data-protection addendum.
11. Confidentiality
Each recipient will protect the other party’s non-public business, technical, pricing, security, and customer information using at least reasonable care and use it only for the agreement. Confidential Information excludes information that the recipient can document was already lawfully known without restriction, independently developed, lawfully received from another source, or made public without breach.
A recipient may disclose Confidential Information to personnel, contractors, and advisers who need it and are bound by appropriate duties, or when legally compelled after providing notice where lawful. On request or termination, the recipient will return or destroy Confidential Information as required by the signed agreement, subject to lawful backups and recordkeeping.
12. Ownership and licenses
LumiTalk and its licensors retain rights in the Services, software, models, workflows, templates, Documentation, configuration methods, and improvements. Customer retains rights in Customer Data, Customer materials, and its pre-existing intellectual property. Each party grants only the limited rights necessary for the other to perform the agreement.
The Order Form should state ownership of customer-specific deliverables and whether any aggregated or de-identified service data may be used for security, reliability, analytics, or improvement. No right to train a general model on identifiable Customer Data should be implied by silence. Feedback may be used without restriction if it does not disclose Customer Confidential Information or identify Customer publicly without consent.
13. Third-party services
Customer authorizes LumiTalk to connect to the third-party systems selected in the Order Form. Third-party availability, APIs, data, terms, and product changes are outside LumiTalk’s control. The parties should identify material dependencies, responsibility for licenses and fees, outage behavior, data movement, and the effect of a third party disabling or changing an integration.
14. Warranties, remedies, and disclaimers
Each party should warrant that it has authority to enter the agreement. LumiTalk may warrant that it will perform contracted professional services in a professional manner and that the hosted Services will materially conform to expressly incorporated Documentation, subject to Customer’s proper use and the agreed configuration. The primary remedy for a verified nonconformity should be correction or re-performance, with termination and refund rights stated in the Order Form if correction is not commercially reasonable.
Except for express signed commitments and to the maximum extent permitted by law, the Services are provided without implied warranties of merchantability, fitness for a particular purpose, title, or non-infringement. LumiTalk does not warrant uninterrupted or error-free operation, perfect AI output, or a particular business, legal, compliance, or revenue outcome.
15. Indemnity and limitation of liability
Indemnification duties, defense control, settlement authority, exclusions, liability caps, excluded damages, and any higher caps or uncapped claims are material commercial choices. They must appear in the accepted Order Form or a signed addendum; this public framework does not supply them by default.
At minimum, the parties should address third-party intellectual-property claims involving the Services; claims arising from Customer Data, instructions, communications, or unlawful use; confidentiality and data-protection breaches; payment obligations; gross negligence, willful misconduct, and fraud; and liability that cannot legally be limited.
16. Term, suspension, termination, and transition
The Order Form must state the initial term, renewal, notice deadlines, termination rights, and any minimum commitment. Either party should be able to terminate for an uncured material breach after written notice and a stated cure period. Immediate action may be appropriate for illegality, security threats, or harm that cannot reasonably be cured.
LumiTalk may suspend affected access when reasonably necessary for a material security risk, unlawful use, third-party harm, or undisputed nonpayment, using notice and a limited scope where practical. The signed agreement should address final fees, data export, deletion timing, transition assistance, credential revocation, and provisions that survive termination.
17. General terms
The executed agreement should address notices, assignment and change of control, subcontractors, independent-contractor status, force majeure, export and sanctions, publicity, waiver, severability, amendments, counterparts, electronic signatures, governing law, venue or arbitration, jury or class waivers if chosen, and the complete agreement between the parties. None of those choices should be inferred from this public framework.
18. Execution checklist
Before signing, the parties should confirm that the agreement includes:
- the exact legal names and notice details of both parties;
- service scope, channels, integrations, implementation owners, and acceptance criteria;
- term, renewal, fees, usage allowances, taxes, and payment terms;
- data categories, privacy roles, subprocessors, retention, export, and deletion;
- security commitments, incident notice, support, and any service level;
- AI boundaries, human escalation, communication consent, recording, and regulated-use controls;
- ownership, confidentiality, warranty, indemnity, and liability choices; and
- governing law, dispute process, signature authority, and all required exhibits.
To request the current execution documents, use the LumiTalk contact page.
