Effective Date: 11 August 2026  |  Last Updated: 11 August 2026

1. INTRODUCTION AND ACCEPTANCE

In Short: By creating an account or paying for Luminous CRM, you agree to these Terms. If you do not agree, do not use the Service.

1.1 These Terms of Service (“Terms“) form a legally binding agreement between you (“you“, “your“, “Customer“) and Luminous Technologies, a company incorporated in the Republic of Uganda with its offices at Plot 31 Ntinda–Kisaasi Road, Ntinda Shopping Complex, Block B&C, 3rd Floor, Kampala, Uganda (“Luminous“, “we“, “us“, “our“).

1.2 These Terms govern your access to and use of the Luminous CRM platform, the website at luminouscrm.com, the application at app.luminouscrm.com, and all related products, features, APIs, integrations, documentation and support services (collectively, the “Service“).

1.3 By creating an account, accessing the Service, clicking “I agree”, or paying a subscription fee, you confirm that you have read, understood and agree to be bound by these Terms. If you do not agree to these Terms, you must not use the Service.

1.4 If you are entering into these Terms on behalf of a company, organisation or other legal entity, you represent that you have the authority to bind that entity, and “you” refers to that entity.

1.5 Our Privacy Policy is incorporated into these Terms by reference. Any order form, quotation, statement of work or Enterprise agreement signed between you and Luminous is also incorporated by reference.

2. DEFINITIONS

For the purposes of these Terms:

Term	Meaning
Account	The registered workspace through which you access the Service.
Agent	A user seat within your Account operated by your employee, contractor or representative.
Contact	An end user, customer or recipient whose data you upload, import or otherwise process through the Service.
Customer Data	All data, content, contact lists, message templates, media and other materials you or your Agents submit to the Service, including Contact personal data.
Conversation	A messaging session as defined and metered by Meta under the WhatsApp Business Platform pricing model, including Marketing, Utility, Authentication and Service conversation categories.
Meta	Meta Platforms, Inc. and its affiliates, including WhatsApp LLC.
Meta Policies	The WhatsApp Business Messaging Policy, WhatsApp Commerce Policy, Meta Business Terms, Meta Platform Terms and all other Meta or WhatsApp terms, policies and guidelines applicable to the WhatsApp Business Platform, as amended from time to time.
Subscription Term	The period for which you have committed to and paid for the Service, as set out in Clause 6.
Third-Party Services	Any third-party product, platform or integration you connect to the Service, including but not limited to Shopify, WooCommerce, HubSpot, Salesforce, Stripe, Flutterwave and Zapier.

3. DESCRIPTION OF THE SERVICE

In Short: We provide software built on the Official WhatsApp Business API. We are not a network carrier, and we do not control Meta’s platform, pricing or enforcement decisions.

3.1 Luminous CRM is a business messaging and customer engagement platform built on the Official WhatsApp Business API. Subject to your plan, the Service may include bulk broadcasting, campaign analytics, AI chatbots, multi-agent live chat on a single WhatsApp Business number, contact management with tags and custom attributes, audience segmentation and retargeting, and integrations with Third-Party Services.

3.2 We are a software provider, not a telecommunications carrier. Message transmission depends on Meta’s WhatsApp Business Platform and on mobile network operators. We do not control, and are not responsible for, Meta’s infrastructure, delivery timelines, template approval decisions, quality ratings, messaging limits, account restrictions or pricing changes.

3.3 We may modify, enhance, or discontinue features of the Service at any time. Where a change materially reduces core functionality of your paid plan, we will give you at least thirty (30) days’ prior notice by email or in-app notification.

3.4 Beta features. Features labelled “beta”, “preview”, “early access” or similar are provided “as is”, without warranty or support, and may be withdrawn at any time. They are excluded from any service level commitment.

4. ELIGIBILITY AND ACCOUNT REGISTRATION

In Short: The Service is for business use only. You are responsible for everything that happens under your account and for keeping your login details secure.

4.1 The Service is intended for business use only. You must be at least eighteen (18) years old and legally capable of entering into binding contracts.

4.2 You must provide accurate, current and complete registration information, including a valid business name, contact email and, where required by Meta, verifiable business documentation for WhatsApp Business Account verification.

4.3 You are solely responsible for maintaining the confidentiality of your login credentials and for all activity that occurs under your Account, whether or not authorised by you. You must notify us immediately at support@luminouscrm.com of any suspected unauthorised access.

4.4 You must not share credentials, resell access to your Account, or permit any person other than your Agents to use your Account, except with our prior written consent.

4.5 We may refuse, suspend or terminate any Account at our discretion where registration information is false, incomplete, or where the Account is used in breach of these Terms.

5. WHATSAPP BUSINESS PLATFORM AND META COMPLIANCE

In Short: Meta’s WhatsApp policies apply to you as well as to us. You must have provable opt-in consent for every contact you message, and you carry the risk if Meta restricts or bans your number.

5.1 Pass-through obligation. Your use of the Service to send or receive messages via WhatsApp is additionally subject to the Meta Policies. By using the Service you agree to comply with the Meta Policies, and you acknowledge that they may be amended by Meta without notice to us or to you.

5.2 Business verification. You are responsible for completing Meta Business Verification and for the accuracy of all information submitted in that process. We may assist with onboarding but do not guarantee approval, approval timelines, or the continued good standing of your WhatsApp Business Account.

5.3 Opt-in and consent. You represent and warrant that, for every Contact you message through the Service, you have obtained and can evidence valid, informed, prior opt-in consent to receive WhatsApp messages from your business, in a manner that satisfies the Meta Policies and all applicable data protection and electronic communications laws, including the Data Protection and Privacy Act, 2019 (Uganda) and, where applicable, the EU/UK General Data Protection Regulation.

5.4 You must honour opt-out and unsubscribe requests promptly, and must not re-message a Contact who has withdrawn consent.

5.5 Prohibited content categories. You must not use the Service to promote, sell or facilitate any product or service prohibited under the WhatsApp Commerce Policy, including but not limited to illegal or regulated products, tobacco and vaping products, drugs, weapons and explosives, adult products and services, gambling where not lawfully licensed, animals, body parts and fluids, medical and healthcare products where restricted, real money games of skill or chance where restricted, unsafe supplements, and multi-level marketing or “get rich quick” schemes.

5.6 Consequences of non-compliance. Meta may impose quality rating downgrades, messaging limit reductions, template rejections, or account bans directly on your WhatsApp Business Account as a result of your messaging behaviour. You accept sole responsibility for such actions, and we bear no liability for any resulting loss. We may immediately suspend your Account, without refund, where your conduct exposes us, our WhatsApp Business Solution Provider relationships, or other customers to risk of enforcement by Meta.

5.7 Nothing in these Terms grants you any right, licence or interest in Meta’s or WhatsApp’s intellectual property. Meta is not a party to these Terms and owes you no obligations under them.

6. FEES, BILLING AND TAXES

In Short: Prices are in UGX and exclude VAT. Plans are annual commitments billed monthly. Meta charges for conversations separately and those charges are passed on to you. Fees are non-refundable.

6.1 Plans and pricing. Subscription fees are published at luminouscrm.com/pricing and are quoted in Ugandan Shillings (UGX). Our current published plans are Basic (UGX 200,000 per month), Pro (UGX 350,000 per month), and Enterprise (custom pricing). Enterprise pricing and terms are set out in a separate order form.

6.2 All fees are exclusive of Value Added Tax (VAT) and of any other sales, use, excise, withholding or similar taxes, duties, levies or bank charges. You are responsible for all such amounts. Where you are required by law to withhold tax, you must gross up the payment so that we receive the full invoiced amount.

6.3 Yearly commitment, monthly billing. Unless your order form states otherwise, plans are sold on an annual commitment basis with fees invoiced monthly. By subscribing, you commit to the full twelve (12) month Subscription Term. Downgrading or cancelling mid-term does not reduce your remaining committed fees.

6.4 Meta conversation charges. Subscription fees cover use of the Luminous CRM software only. Meta charges separately for Conversations, priced per category (Marketing, Utility, Authentication, Service) and per destination country, at rates set and changed by Meta at its sole discretion. Your plan includes one thousand (1,000) free Service conversations per month; free-tier allowances are set by Meta and may change or be withdrawn. All other Conversation charges are passed through to you at cost plus any applicable markup disclosed in your plan or order form, and are billed in arrears.

6.5 Wallet and prepaid balances. Where the Service uses a prepaid messaging wallet, you are responsible for maintaining sufficient balance. Message sending may be paused automatically when your balance is exhausted, and we are not liable for campaigns that fail or messages that are not delivered for this reason. Wallet top-ups are non-refundable and non-transferable and may expire in accordance with the plan terms.

6.6 Payment terms. Invoices are due within seven (7) days of the invoice date unless otherwise agreed in writing. Where you have provided card or mandate details, you authorise us and our payment processors to charge recurring fees automatically without further authorisation until you cancel in accordance with Clause 14.

6.7 Late payment. Overdue amounts may attract interest at two per cent (2%) per month, or the maximum rate permitted by law if lower, accruing daily from the due date. We may suspend or restrict your Account after seven (7) days’ written notice of non-payment, and you remain liable for fees accruing during suspension. You will reimburse our reasonable costs of collection, including legal fees.

6.8 Non-refundable. Except where expressly required by applicable law, all fees are non-refundable. No refunds or credits are given for partial months, unused Conversations, unused wallet balance, unused Agent seats, Account downgrades, suspension for breach, or periods during which you did not use the Service.

6.9 Price changes. We may change our pricing on thirty (30) days’ written notice. Changes take effect at the start of your next Subscription Term. Meta’s pass-through Conversation rates may change with immediate effect and are not within our control.

6.10 Disputes. You must notify us in writing of any billing dispute within fifteen (15) days of the invoice date, failing which the invoice is deemed accepted. Disputing part of an invoice does not relieve you of the obligation to pay the undisputed balance.

7. ACCEPTABLE USE

In Short: No spam, no purchased lists, no unlawful or deceptive content, no reselling the platform. Breaking these rules can get your account suspended without a refund.

7.1 You must use the Service lawfully, and in compliance with these Terms, the Meta Policies and all applicable laws, including laws on data protection, consumer protection, electronic transactions, anti-spam, advertising standards, financial promotion and sanctions.

7.2 You must not, and must not permit any Agent or third party to:

1. send unsolicited, bulk or spam messages to Contacts who have not validly opted in;
2. upload, purchase, rent, scrape or otherwise use contact lists not lawfully collected by you with proper consent;
3. transmit content that is unlawful, defamatory, harassing, threatening, hateful, obscene, sexually explicit, discriminatory, or that promotes violence or self-harm;
4. impersonate any person, business or brand, or misrepresent your identity, affiliation or the origin of a message;
5. operate phishing, smishing, fraud, pyramid, Ponzi, advance-fee, cryptocurrency-pumping or other deceptive schemes;
6. infringe any patent, trademark, copyright, trade secret, database, publicity or other proprietary right;
7. transmit viruses, malware, worms, or any code designed to disrupt, damage or gain unauthorised access to any system;
8. attempt to probe, scan, penetrate, reverse engineer, decompile, disassemble or derive the source code, architecture or algorithms of the Service, except to the extent such restriction is prohibited by law;
9. circumvent or attempt to circumvent rate limits, messaging limits, usage quotas, authentication, security or access controls;
10. use robots, scrapers, or automated means to extract data from the Service other than through APIs we expressly provide;
11. resell, sublicense, white-label, lease or otherwise commercially exploit the Service, or provide the Service as a bureau or agency offering to third parties, without our prior written agreement;
12. use the Service to build, train or improve a competing product or machine learning model, or to benchmark the Service for publication without our written consent;
13. send messages to jurisdictions or persons subject to applicable trade sanctions or export controls;
14. process special category, health, biometric, financial account or children’s personal data through the Service without implementing the additional safeguards required by applicable law and notifying us in advance;
15. use the Service in any manner that imposes an unreasonable or disproportionate load on our infrastructure or degrades service for other customers.

7.3 Monitoring and enforcement. We do not routinely monitor message content, but we reserve the right to investigate suspected violations, to access Account data to the extent necessary to do so, and to remove content or restrict functionality. We may report unlawful activity to Meta, to regulators, or to law enforcement.

7.4 Suspension for breach. We may suspend or terminate your Account immediately and without refund for any breach of this Clause 7, for any conduct that risks harm to us, to Meta, to other customers or to Contacts, or where required by Meta or by law. Where practicable and lawful, we will give notice and an opportunity to cure.

8. CUSTOMER DATA AND DATA PROTECTION

In Short: Your data stays yours. You are the data controller for your contacts and we are your processor. We use it only to run the Service, and we secure it.

8.1 Ownership. You retain all right, title and interest in Customer Data. We claim no ownership of it.

8.2 Licence to us. You grant Luminous a worldwide, non-exclusive, royalty-free licence to host, store, copy, transmit, display, process and adapt Customer Data solely to the extent necessary to provide, secure, support, and improve the Service, to comply with law, and to enforce these Terms.

8.3 Roles of the parties. In respect of Contact personal data processed through the Service, you act as the data controller (or equivalent) and Luminous acts as the data processor (or equivalent), processing such data only on your documented instructions. In respect of your own Account administration and billing data, Luminous acts as a controller and processes that data in accordance with the Privacy Policy.

8.4 Your obligations as controller. You represent and warrant that:

1. you have a lawful basis and, where required, valid consent for the collection and processing of all Contact personal data you upload to or process through the Service;
2. you have provided all required privacy notices to Contacts;
3. your instructions to us will not cause us to breach applicable data protection law;
4. you will respond to Contact data subject requests, and will use the Service’s export, correction and deletion features to give effect to them.

8.5 Our obligations as processor. We will:

1. process Customer Data only for the purpose of providing the Service and as instructed by you;
2. implement and maintain appropriate technical and organisational security measures, including encryption in transit, access controls, role-based permissions and audit logging;
3. impose written confidentiality obligations on personnel with access to Customer Data;
4. engage sub-processors only under a written contract imposing data protection obligations substantially equivalent to those in this Clause, and remain responsible for their performance;
5. notify you without undue delay, and in any event within seventy-two (72) hours of becoming aware, of any personal data breach affecting Customer Data, together with the information reasonably available to us;
6. provide reasonable assistance, at your cost where the assistance is material, with data protection impact assessments, regulator enquiries and data subject requests;
7. on written request following termination, delete or return Customer Data in accordance with Clause 14.5.

8.6 Sub-processors. We use third-party infrastructure, payment and communication providers to deliver the Service, including Meta (message transmission), cloud hosting providers, and payment processors such as Chargebee, Stripe and Flutterwave. A current list is available on request from support@luminouscrm.com. We will give reasonable notice of the addition of a new sub-processor, and you may object on reasonable data protection grounds, in which case we may either propose an alternative or you may terminate the affected part of the Service.

8.7 International transfers. Customer Data may be transferred to and processed in countries outside Uganda, including within the European Union and the United States. Where such transfers occur, we will implement an appropriate transfer mechanism, such as Standard Contractual Clauses or an adequacy determination, where required by applicable law.

8.8 Applicable data protection laws. Each party will comply with the Data Protection and Privacy Act, 2019 (Uganda) and its Regulations, and, to the extent applicable to the relevant party’s processing, the EU General Data Protection Regulation (Regulation (EU) 2016/679), the UK GDPR and Data Protection Act 2018, and applicable United States state privacy laws.

8.9 Order of precedence. Where you and Luminous have executed a separate Data Processing Agreement, that agreement prevails over this Clause 8 to the extent of any conflict.

8.10 Aggregated data. We may generate and use anonymised, aggregated statistical data derived from use of the Service (for example, aggregate delivery-rate benchmarks) provided such data does not identify you, any Agent, or any Contact.

9. INTELLECTUAL PROPERTY

In Short: We own the platform. You get a licence to use it while your subscription is active.

9.1 The Service, including all software, source code, databases, interfaces, designs, text, graphics, logos, documentation, and the names “Luminous”, “Luminous CRM” and “Luminous Technologies”, together with all associated intellectual property rights, are and remain the exclusive property of Luminous and its licensors.

9.2 Subject to your compliance with these Terms and payment of all fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Service for your internal business purposes during the Subscription Term.

9.3 All rights not expressly granted are reserved. You acquire no ownership interest in the Service.

9.4 Feedback. If you provide suggestions, feature requests or feedback, you grant us a perpetual, irrevocable, worldwide, royalty-free licence to use and incorporate it into the Service without obligation or attribution.

9.5 Publicity. Unless you notify us otherwise in writing, we may identify you as a customer and use your name and logo on our website and in marketing materials, in accordance with any brand guidelines you supply.

10. THIRD-PARTY SERVICES AND INTEGRATIONS

In Short: Integrations with tools like Shopify, HubSpot or Stripe are governed by those providers’ own terms, and we are not responsible for them.

10.1 The Service may interoperate with Third-Party Services. Your use of any Third-Party Service is governed by that provider’s own terms and privacy policy, and is at your own risk.

10.2 We do not endorse, control, warrant or assume responsibility for Third-Party Services, including their availability, accuracy, security, or continued compatibility with the Service. A Third-Party Service may change or withdraw its API at any time, which may break an integration without fault on our part.

10.3 By enabling an integration, you authorise us to transmit and receive Customer Data to and from that Third-Party Service as necessary for the integration to function.

11. SERVICE AVAILABILITY AND SUPPORT

In Short: We work hard to keep the Service up but do not promise uptime unless your Enterprise contract says so. Outages caused by Meta or mobile networks are outside our control.

11.1 We will use commercially reasonable efforts to keep the Service available, but we do not warrant uninterrupted or error-free operation. No uptime service level applies unless expressly set out in a signed Enterprise order form.

11.2 We may perform scheduled maintenance, and will endeavour to give advance notice and to schedule it outside peak hours. Emergency maintenance may be performed without notice.

11.3 The Service depends on the availability of Meta’s WhatsApp Business Platform, mobile network operators, internet connectivity, power supply and third-party hosting. Downtime, degradation or message failure attributable to these dependencies is excluded from any availability commitment and does not entitle you to any refund or credit.

11.4 Support is provided by email to support@luminouscrm.com and through in-product channels, during our normal business hours in Kampala, Uganda, at the level applicable to your plan.

12. DISCLAIMER OF WARRANTIES

In Short: The Service is provided “as is”. We do not guarantee message delivery, campaign results, chatbot accuracy, or that Meta will approve or keep your WhatsApp account.

12.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY.

12.2 We specifically disclaim all implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy and quiet enjoyment.

12.3 We make no warranty that: (a) the Service will meet your requirements; (b) messages will be delivered, delivered on time, read or acted upon; (c) any campaign will achieve any particular conversion, revenue or engagement outcome; (d) AI chatbot or automated responses will be accurate, appropriate or free from error; (e) the Service will be secure, uninterrupted or free of harmful components; or (f) your WhatsApp Business Account will be approved, or will remain in good standing with Meta.

12.4 AI outputs. Automated and AI-generated content produced through the Service may be inaccurate or inappropriate. You are responsible for reviewing, configuring, testing and supervising any automated flow or chatbot before deploying it to Contacts, and you remain accountable for all messages sent from your Account.

12.5 No advice or information obtained from us, whether oral or written, creates any warranty not expressly stated in these Terms.

13. LIMITATION OF LIABILITY AND INDEMNITY

In Short: Our liability is capped at the fees you paid us in the previous six months. You cover us for claims arising from your messages, your data handling, or your breach of these Terms.

13.1 Excluded losses. To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential, exemplary or punitive damages, or for any loss of profits, revenue, business, goodwill, anticipated savings, data, or opportunity, however arising and whether or not foreseeable, even if advised of the possibility of such loss. This exclusion does not apply to your obligation to pay fees or to your indemnity obligations.

13.2 Liability cap. To the maximum extent permitted by law, Luminous’s total aggregate liability arising out of or in connection with these Terms and the Service, whether in contract, tort (including negligence), breach of statutory duty or otherwise, will not exceed the total subscription fees actually paid by you to Luminous in the six (6) months immediately preceding the event giving rise to the claim.

13.3 Excluded matters. We are not liable for: (a) Meta’s acts, omissions, pricing changes, policy enforcement, account bans, template rejections or platform outages; (b) failures of mobile network operators or internet or power infrastructure; (c) your or your Agents’ misuse of the Service; (d) content of messages you send; (e) regulatory fines or penalties imposed on you arising from your messaging practices or your handling of Contact data; (f) Third-Party Services; or (g) loss arising from your failure to maintain wallet balance or to comply with opt-in requirements.

13.4 Nothing excluded that cannot be. Nothing in these Terms excludes or limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot be excluded or limited under the laws of Uganda.

13.5 Your indemnity. You will defend, indemnify and hold harmless Luminous, its affiliates, directors, officers, employees and agents from and against all claims, demands, proceedings, losses, damages, fines, penalties, and reasonable costs and legal fees arising out of or in connection with: (a) your Customer Data or the content of messages sent from your Account; (b) your breach of these Terms, the Meta Policies or applicable law; (c) your failure to obtain or evidence valid Contact opt-in consent; (d) any claim by a Contact, regulator or third party relating to your processing of personal data; (e) your infringement of any third-party intellectual property right; and (f) any dispute between you and an Agent, Contact or Third-Party Service provider.

13.6 Basis of the bargain. You acknowledge that the fees for the Service reflect the allocation of risk in this Clause 13, and that these limitations would apply even if a limited remedy fails of its essential purpose.

14. TERM, SUSPENSION AND TERMINATION

In Short: Subscriptions renew automatically unless you give 30 days’ notice. We can suspend or close your account for breach or non-payment. You have 30 days after termination to export your data.

14.1 Term. These Terms commence when you first access the Service and continue for the duration of your Subscription Term and any renewal.

14.2 Auto-renewal. Unless either party gives written notice of non-renewal at least thirty (30) days before the end of the current Subscription Term, the Subscription Term renews automatically for a further period of equal length at the then-current pricing.

14.3 Termination by you. You may terminate at the end of your Subscription Term by giving notice under Clause 14.2. Termination during a Subscription Term does not entitle you to a refund of prepaid or committed fees, which remain payable in full.

14.4 Termination or suspension by us. We may suspend or terminate the Service, in whole or in part, with immediate effect where: (a) you materially breach these Terms and fail to cure within seven (7) days of notice; (b) you breach Clause 5 or Clause 7; (c) fees remain unpaid after notice under Clause 6.7; (d) you become insolvent, enter administration, liquidation or a similar process; (e) Meta requires it or withdraws our ability to provide the Service to you; or (f) continued provision would breach applicable law. We may also terminate for convenience on thirty (30) days’ written notice, in which case we will refund any prepaid fees for the unused remainder of the Subscription Term.

14.5 Effect of termination. On termination: your and your Agents’ access to the Service ceases; all outstanding fees become immediately due; and we will retain Customer Data for thirty (30) days to allow export, after which we may permanently delete it. You are responsible for exporting Customer Data before or within that window. We may retain data for longer where required by law or for legitimate record-keeping, in accordance with the Privacy Policy.

14.6 Survival. Clauses 2, 6 (in respect of accrued amounts), 8.1, 9, 12, 13, 15, 16 and 17 survive termination.

15. DISPUTE RESOLUTION, ARBITRATION AND CLASS ACTION WAIVER

In Short: Ugandan law applies. Disputes go to negotiation first, then binding arbitration in Kampala. You cannot bring a class action.

15.1 Governing law. These Terms and any dispute arising out of or in connection with them are governed by the laws of the Republic of Uganda, without regard to conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

15.2 Good faith negotiation. Before commencing any formal proceedings, the parties will attempt in good faith to resolve the dispute by negotiation. The aggrieved party will give written notice of the dispute to the other, and senior representatives will confer within thirty (30) days of that notice.

15.3 Binding arbitration. If the dispute is not resolved within sixty (60) days of the notice under Clause 15.2, it will be referred to and finally resolved by binding arbitration seated in Kampala, Uganda, conducted in the English language before a single arbitrator, under the Arbitration and Conciliation Act (Cap. 4) of Uganda and the rules of the Centre for Arbitration and Dispute Resolution (CADER). The parties will agree the arbitrator within twenty-one (21) days, failing which the arbitrator will be appointed by CADER.

15.4 Award. The arbitrator’s award is final and binding and may be entered as a judgment in any court of competent jurisdiction. Each party bears its own costs unless the arbitrator determines otherwise.

15.5 CLASS ACTION WAIVER. All disputes will be brought solely in your individual capacity. You and Luminous each waive any right to bring or participate in any class, collective, consolidated or representative action or arbitration, or to act as a class representative or private attorney general. The arbitrator may not consolidate claims of more than one party or preside over any form of representative proceeding. If this Clause 15.5 is held unenforceable in respect of a particular claim, that claim alone will be severed from arbitration and heard by the courts of Uganda, and the remainder of this Clause 15 will continue to apply.

15.6 Injunctive relief and small claims. Either party may seek urgent injunctive or other interim equitable relief from the courts of Uganda to protect its intellectual property, confidential information or Customer Data, without first complying with Clauses 15.2 and 15.3. Either party may also bring an individual claim in a competent small claims or magistrate’s court where the claim qualifies.

15.7 Time limit. Any claim arising out of or relating to these Terms or the Service must be brought within one (1) year of the date the claim arose, or it is permanently barred, except where a longer limitation period is mandatory under applicable law.

16. CONFIDENTIALITY

In Short: Each side keeps the other’s confidential information private. Your data is your confidential information.

16.1 Each party may receive non-public information of the other, including pricing, product roadmaps, technical architecture, security documentation and business plans (“Confidential Information“). Customer Data is your Confidential Information.

16.2 The receiving party will: (a) use Confidential Information only to perform under these Terms; (b) protect it with at least the degree of care it applies to its own confidential information, and no less than reasonable care; and (c) not disclose it except to personnel, advisers and sub-processors who need to know and are bound by equivalent obligations.

16.3 These obligations do not apply to information that is or becomes public through no fault of the receiving party, was lawfully known before disclosure, is independently developed, or is lawfully received from a third party. Disclosure compelled by law or regulator is permitted, provided the receiving party gives prompt notice where lawful.

16.4 Confidentiality obligations continue for three (3) years after termination, and indefinitely in respect of trade secrets and personal data.

17. GENERAL PROVISIONS

In Short: The usual legal housekeeping: how we change these Terms, force majeure, notices, assignment, severability and which document wins in a conflict.

17.1 Changes to these Terms. We may amend these Terms from time to time. We will post the updated version at luminouscrm.com with a revised “Last Updated” date and, for material changes, give at least fourteen (14) days’ notice by email or in-app notice. Continued use of the Service after the effective date constitutes acceptance. If you do not accept a material change, you may terminate at the end of your then-current Subscription Term.

17.2 Force majeure. Neither party is liable for failure or delay in performance caused by events beyond its reasonable control, including acts of God, fire, flood, epidemic, war, civil unrest, terrorism, strikes, governmental action, sanctions, failures of Meta’s platform, telecommunications or internet failure, power outage or cyber attack. Payment obligations already accrued are not excused.

17.3 Assignment. You may not assign or transfer these Terms without our prior written consent. We may assign these Terms to an affiliate or in connection with a merger, acquisition, reorganisation or sale of assets, on notice to you.

17.4 Notices. Notices to Luminous must be sent to hello@luminouscrm.com and, for legal notices, also by post to Plot 31 Ntinda–Kisaasi Road, Ntinda Shopping Complex, Block B&C, 3rd Floor, Kampala, Uganda. Notices to you may be sent to the email address on your Account or given by in-product notice, and are deemed received on the next business day after sending.

17.5 Entire agreement. These Terms, together with the Privacy Policy and any applicable order form, constitute the entire agreement between the parties and supersede all prior proposals, representations and understandings. Any purchase order or vendor terms you issue are of no effect, and any conflicting or additional terms in them are expressly rejected.

17.6 Order of precedence. In the event of conflict, the order of precedence is: (a) a signed order form or Enterprise agreement; (b) a signed Data Processing Agreement; (c) these Terms; (d) the Privacy Policy.

17.7 Severability. If any provision is held invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable, or severed, and the remaining provisions continue in full force.

17.8 No waiver. Failure or delay in exercising any right is not a waiver of it. A waiver is effective only if in writing and signed by the waiving party.

17.9 Relationship. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, franchise or employment relationship.

17.10 No third-party beneficiaries. These Terms confer no rights on any person who is not a party, except that Meta may enforce Clause 5 as a third-party beneficiary to the extent required by the Meta Policies.

17.11 Headings and interpretation. Headings are for convenience only. “Including” means “including without limitation”. References to a statute include amendments and successor legislation.

17.12 Language. These Terms are drafted in English. Any translation is for convenience only, and the English version prevails.

18. CONTACT US

Questions about these Terms should be directed to:

Luminous Technologies

Plot 31 Ntinda–Kisaasi Road, Ntinda Shopping Complex, Block B&C, 3rd Floor

Kampala, Uganda

General enquiries: hello@luminouscrm.com

Support: support@luminouscrm.com

Web: https://luminouscrm.com

By using Luminous CRM, you acknowledge that you have read and understood these Terms of Service and agree to be bound by them.