Terms of Service.

Definitions

In these Terms, the following terms have the following meanings:

• "Affiliate" — any entity that directly or indirectly controls, is controlled by, or is under common control with a party.
• "Client Materials" — any data, content, brand assets, credentials, copy, photography, integrations, or other material the Client provides or makes accessible to us in connection with the Services.
• "Deliverables" — the specific outputs we agree to produce under a Statement of Work, including (without limitation) websites, source code, AI voice agents, automated workflows, brand assets, content, and documentation.
• "Services" — collectively, the website-build, AI voice agent, AI automation, content factory, and related advisory or implementation services we provide.
• "Statement of Work" or "SOW" — a written or electronic order, scope document, proposal, or similar agreement we issue and you accept (by signature, written confirmation, or payment) describing the Services to be provided, fees, milestones, and other commercial terms.
• "Confidential Information" — non-public information disclosed by one party to the other that is marked confidential or that a reasonable person would understand to be confidential under the circumstances.
• "Effective Date" — the date you first accept these Terms or sign an SOW, whichever is earlier.
• "Force Majeure Event" — has the meaning given in Section 15.

Words in the singular include the plural and vice versa. Headings are for reference only and do not affect interpretation.

Acceptance & Eligibility

By accessing the website, requesting a proposal, signing or otherwise accepting an SOW, paying an invoice, or instructing us to begin work, you confirm that:

1. you have read, understood, and accept these Terms in full;
2. you are at least 18 years of age, of sound mind, and legally able to enter into binding contracts in your jurisdiction;
3. if you are entering into these Terms on behalf of an entity, you are duly authorised to bind that entity, and references to "you" or "Client" mean both you and the entity;
4. your engagement of us and use of the Services will not violate any applicable law or contract to which you or your entity is subject; and
5. you will not use the Services for any unlawful, fraudulent, harmful, defamatory, or infringing purpose.

We may refuse to do business with anyone, at any time, in our sole discretion. Acceptance of any inquiry, proposal, or SOW is at our discretion and is not effective until we confirm in writing.

Services Description

We provide bespoke digital and AI services, which may include some or all of the following, as specified in an SOW: (i) website design, generation, and development; (ii) AI voice agents and conversational systems; (iii) AI-driven automations and workflows; (iv) brand-trained content generation ("Content Factory"); (v) related strategy, audit, training, and support.

The exact scope, deliverables, technology stack, integrations, milestones, fees, and timelines for any engagement are governed by the relevant SOW. To the extent of any conflict between these Terms and an SOW, these Terms control unless the SOW expressly states otherwise and is signed by an authorised officer of Luup.

We may, at our sole discretion, modify, enhance, deprecate, or discontinue features of our Services, methodologies, tooling, or technology stack at any time, provided that any such change does not materially reduce the agreed Deliverables under an active SOW without your consent.

Engagement & Statements of Work

Each engagement begins with an SOW. The SOW will identify the parties, the Deliverables, the timeline, the fees and payment schedule, and any project-specific terms.

Change Requests

Any request that materially changes the scope, deliverables, technology, integrations, or timeline of an SOW must be agreed in writing as a change order signed by both parties. Until a change order is signed, we are not obliged to perform the requested change, and any work performed at your request outside the original scope is billable at our then-current time-and-materials rate.

Acceptance

Unless an SOW provides otherwise, Deliverables are deemed accepted upon the earlier of: (a) your written acceptance; (b) deployment of the Deliverable into your production environment; (c) seven (7) calendar days after delivery if no written, specific, reasonable rejection has been received; or (d) any commercial use of the Deliverable by you or your end users.

Fees, Invoicing & Payment

Fees are stated in the SOW and are denominated in EUR unless otherwise specified. All amounts are exclusive of VAT, GST, withholding taxes, or similar taxes, which the Client shall pay in addition.

Invoicing & Due Date

Unless an SOW provides otherwise: (a) setup fees and the first month of any recurring fee are payable in advance, before work begins; (b) recurring fees are invoiced monthly in advance; (c) milestone fees are invoiced on delivery of each milestone; and (d) all invoices are due within fourteen (14) calendar days of the invoice date.

Late Payment

Any amount not paid when due bears interest from the due date at the rate of 1.5% per month (or the highest rate permitted by law, whichever is lower), compounded monthly, until paid. We may suspend the Services, withhold Deliverables, and terminate the SOW for material breach if any undisputed invoice is more than fourteen (14) days overdue, in addition to all other rights and remedies.

No Set-Off

You agree to pay all amounts in full without set-off, counterclaim, or withholding (other than as required by law). All amounts are non-refundable except as expressly set out in Section 6.

Cancellation & Refunds

Subscription Services may be cancelled by either party with thirty (30) days' written notice prior to the next billing cycle. Cancellation does not entitle you to a refund of any prepaid fees for the current billing period.

"7-Day Ship" Marketing Promise

Where we publicly market a "ship in 7 days or you don’t pay" promise (or similar) for an initial Deliverable, that promise is fulfilled if we deliver the agreed initial Deliverable within seven (7) business days of (i) receipt of all Client Materials we reasonably request and (ii) confirmation of the SOW and any required deposit. Where the delay is attributable to us, we will refund the setup fee for that initial Deliverable. Refund of the setup fee is the sole and exclusive remedy for missing the 7-day window. The promise does not apply where delay is caused by Client failure to provide materials, approvals, access, or feedback in a timely manner; by third-party outages; by Force Majeure Events; or by scope changes.

Termination for Cause

Either party may terminate an SOW immediately for material breach if the other party fails to cure within fifteen (15) days of receiving written notice describing the breach in reasonable detail.

Effect of Termination

Upon termination for any reason: (a) you will pay all fees accrued up to the effective date of termination, including for work-in-progress; (b) we will deliver work-in-progress in its then-current state, on an as-is basis; (c) each party will return or destroy the other’s Confidential Information; and (d) Sections that by their nature should survive (including 7, 8, 11, 12, 13, 14, 17, 19, 20, 21, 23, 25, 26) survive.

Intellectual Property

Ownership of Deliverables

Subject to full payment of all fees due, on a Deliverable-by-Deliverable basis, we assign to you, and you accept, all right, title, and interest in and to the final, accepted Deliverables produced specifically for you under the relevant SOW, except for our Pre-Existing IP and Third-Party Materials, in which we (or our licensors) retain all rights and which we license to you under this Section.

Pre-Existing IP & Frameworks

We retain all right, title, and interest in and to: (i) all software libraries, frameworks, components, prompts, templates, methodologies, training data, voice models, automation scaffolding, internal tooling, and know-how that pre-exist the engagement or are developed by us independently; and (ii) any improvements, generalisations, or derivatives of the foregoing (collectively, "Pre-Existing IP"). To the extent Pre-Existing IP is incorporated into a Deliverable, we grant you a perpetual, worldwide, non-exclusive, royalty-free, non-transferable licence to use that Pre-Existing IP solely as embedded in the Deliverable for your internal business purposes.

Third-Party Materials

Open-source software, third-party libraries, AI model providers (including but not limited to Anthropic, OpenAI, ElevenLabs, Cartesia), hosting platforms (e.g. Vercel), analytics, and similar third-party materials remain the property of their respective licensors and are subject to their licence terms. You are responsible for complying with any applicable third-party licence terms that we have disclosed to you.

Client Materials

You retain all right, title, and interest in your Client Materials. You grant us a worldwide, non-exclusive, royalty-free licence to use, copy, modify, and process the Client Materials for the purpose of providing the Services. You represent and warrant that you have all rights, licences, and consents necessary to provide Client Materials to us and that our use of Client Materials as contemplated will not infringe any third-party right.

Portfolio & Marketing Rights

You grant us a non-exclusive, royalty-free, worldwide right to: (a) reference your name, logo, and the general nature of the engagement on our website, social channels, sales materials, and case studies; (b) reproduce screenshots and outcome metrics; and (c) describe the work in promotional materials. You may opt out of public attribution by giving us written notice; this does not affect attribution before the notice is received.

Feedback

If you provide us with suggestions, feedback, or improvement ideas about our Services or Pre-Existing IP, you grant us a perpetual, irrevocable, royalty-free, worldwide licence to use, modify, and incorporate such feedback without obligation or attribution.

Confidentiality

Each party will: (a) use Confidential Information of the other only as necessary to perform under these Terms or any SOW; (b) protect Confidential Information with at least the same degree of care it uses for its own confidential information of similar sensitivity (and not less than reasonable care); and (c) not disclose Confidential Information to any third party except to its employees, contractors, professional advisors, or affiliates who need to know and who are bound by confidentiality obligations no less protective than those herein.

Confidential Information does not include information that: (i) was lawfully known prior to disclosure without obligation of confidence; (ii) is or becomes publicly available through no fault of the receiving party; (iii) is rightfully obtained from a third party without confidentiality obligation; or (iv) is independently developed without reference to the disclosing party’s Confidential Information.

Confidentiality obligations survive termination of these Terms for a period of three (3) years, except that trade secrets are protected for as long as they remain trade secrets under applicable law.

Client Responsibilities

You are responsible for and shall provide, in a timely manner: (a) all Client Materials; (b) credentials, account access, and integration permissions; (c) prompt review, feedback, and approvals; (d) a single, empowered point of contact with decision-making authority; (e) technical, legal, brand, and regulatory inputs as reasonably requested; and (f) maintaining backup copies of all Client Materials and any data you provide to us.

Delays caused by your failure to provide the foregoing extend our delivery deadlines on a day-for-day basis at minimum and may, in our discretion, trigger additional fees if rework is required.

You are solely responsible for: (i) the lawfulness of your products, services, marketing, and operations; (ii) ensuring that your use of any Deliverable, including AI voice agents and automated workflows, complies with all applicable laws (including consumer-protection, telecommunications, telemarketing, recording-consent, employment, health-related, financial-services, and data-protection laws); (iii) obtaining any consents from end users, customers, or call participants required by law; and (iv) any decisions, transactions, or actions taken on the basis of any output of any AI system we provide.

Third-Party Services & Dependencies

The Services rely on third-party providers and infrastructure, including but not limited to: AI model providers (Anthropic, OpenAI, and others), text-to-speech and speech-to-text providers (ElevenLabs, Cartesia, and others), telephony providers (Twilio, Vapi, Retell, and others), hosting and deployment providers (Vercel, Cloudflare, AWS, and others), payment processors (Stripe and others), CRM, calendar, and automation platforms (HubSpot, Pipedrive, Calendly, n8n, Make.com, and others), and open-source dependencies.

We do not control these third parties. We are not responsible or liable for any act, omission, downtime, latency, content, accuracy, change in pricing, change in terms, deprecation, breach, or failure of any third-party service. Where a third-party provider charges fees that pass through to you (for example, voice minutes, AI tokens, hosting), those fees are your responsibility regardless of any agreed Luup fees.

You agree to comply with all applicable third-party terms of service, acceptable use policies, and licence terms.

AI-Specific Disclaimers

Our Services include the use of artificial-intelligence, machine-learning, large-language-model, and generative-model technologies. These technologies are probabilistic, non-deterministic, and imperfect. By engaging us, you understand and accept the following:

• Hallucinations. AI systems can and do produce inaccurate, fabricated, biased, or misleading outputs ("hallucinations"). All AI output must be reviewed by you before relying on it for any decision with legal, financial, medical, safety, regulatory, or commercial consequence.
• Voice agents. Voice agents may misunderstand callers, miss calls, drop calls, time out, mis-route, mis-book, or fail to operate during third-party outages. Voice agents are not a substitute for trained human staff and are not suitable for emergency, crisis, medical-triage, or safety-critical use cases. You must clearly disclose AI nature where required by law.
• Automations. Automated workflows may fail silently, partially, or unexpectedly due to API changes, rate limits, third-party outages, malformed input data, or edge cases not anticipated during build. You are responsible for monitoring critical automations and maintaining manual fallback procedures for any automation whose failure could cause material harm.
• Generated content. Generative AI can reproduce or paraphrase third-party material. You are responsible for legal review of any AI-generated content (text, image, audio, video) before public use, including for copyright, trademark, defamation, regulatory, and disclosure compliance.
• No fitness for high-risk use. The Services are not designed, intended, or authorised for use in any application where failure could result in death, personal injury, environmental damage, severe property damage, or violation of human rights ("High-Risk Use"). You agree not to use the Services for High-Risk Use.
• Model changes. Underlying AI models may change, deprecate, or behave differently over time. We do not guarantee that any specific output style, quality, or behaviour will persist.

No Warranties · No Guarantee of Results

Except as expressly set out in an SOW signed by an authorised officer of Luup, the Services and Deliverables are provided "as is" and "as available", without warranties of any kind, whether express, implied, statutory, or otherwise. To the maximum extent permitted by applicable law, we disclaim all implied warranties, including but not limited to merchantability, fitness for a particular purpose, title, accuracy, non-infringement, quiet enjoyment, and any warranties arising from course of dealing, course of performance, or trade usage.

Without limiting the foregoing, we make no guarantee, representation, or warranty that:

• the Services or Deliverables will produce any specific commercial outcome, including (without limitation) revenue, leads, conversions, traffic, search rankings, calls answered, customers retained, hires avoided, hours saved, or any other metric;
• the Services or Deliverables will be uninterrupted, error-free, secure, free of vulnerabilities, free of harmful components, or free of bugs;
• any AI output will be accurate, fit for any specific purpose, complete, current, or non-infringing;
• third-party services on which the Services depend will be available, accurate, or unchanged.

Limitation of Liability

To the maximum extent permitted by applicable law, in no event will Luup, its affiliates, officers, directors, employees, contractors, agents, suppliers, or licensors be liable to you or any third party for any indirect, incidental, special, exemplary, punitive, or consequential damages of any kind, including (without limitation): lost profits, lost revenues, lost business, lost savings, lost goodwill, lost data, business interruption, cost of substitute services, regulatory fines, reputational harm, or any other intangible loss, however caused and on any theory of liability (whether in contract, tort — including negligence — statute, or otherwise), even if we have been advised of the possibility of such damages.

To the maximum extent permitted by applicable law, our total aggregate liability under or in connection with these terms, any sow, the services, the deliverables, the website, or any related subject matter, however arising, will not exceed the lesser of (i) the total fees actually paid by the client to luup under the relevant sow during the twelve (12) months immediately preceding the event giving rise to the claim, and (ii) eur 25,000.

The limitations and exclusions in this Section apply to all claims, whether arising under these Terms, an SOW, in tort (including negligence), under statute, or otherwise, and apply even if a remedy fails of its essential purpose.

Carve-Outs

Nothing in these Terms limits or excludes liability that cannot be limited or excluded under applicable law, including (where applicable) liability for death or personal injury caused by negligence, fraud, fraudulent misrepresentation, or intentional misconduct. Nothing in these Terms affects mandatory consumer-protection rights of clients who qualify as consumers under applicable law.

You acknowledge that the fees we charge reflect the allocation of risk in this Section, that we would not provide the Services on these economic terms without these limitations, and that these limitations are a material part of the bargain.

Indemnification

You will defend, indemnify, and hold harmless Luup, its affiliates, and their respective officers, directors, employees, contractors, agents, and licensors from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or relating to: (a) your Client Materials and our authorised use of them; (b) your products, services, marketing, or operations; (c) your use of the Services or Deliverables in violation of these Terms, applicable law, or any third-party right; (d) your decisions or actions taken in reliance on any AI output; (e) any breach by you of these Terms, an SOW, or any representation, warranty, or covenant made by you; (f) any tax obligations of yours; and (g) any High-Risk Use of the Services.

We will: (i) promptly notify you of the claim; (ii) give you sole control of the defence and settlement of the claim (provided that any settlement requiring an admission of liability or payment by us must have our prior written consent); and (iii) provide reasonable cooperation at your expense.

Force Majeure

Neither party will be liable for any failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including: acts of God; natural disasters; pandemics, epidemics, or public-health emergencies; war, armed conflict, terrorism, civil unrest, sanctions, or government action; cyber-attacks; widespread internet, cloud, or telecommunications outages; failures of third-party services; labour disputes; supply-chain disruptions; or changes in applicable law that materially affect the ability to perform (each, a "Force Majeure Event"). The affected party will notify the other party as soon as reasonably practicable and use reasonable efforts to resume performance. If a Force Majeure Event continues for more than sixty (60) days, either party may terminate the affected SOW by written notice.

Term & Termination

These Terms commence on the Effective Date and continue until terminated. Either party may terminate these Terms at any time when no SOW is active by giving written notice. Termination of an individual SOW is governed by Section 6.

Termination does not relieve you of your obligation to pay all fees accrued through the effective date of termination. Provisions which by their nature are intended to survive termination will survive.

Data Protection & Privacy

Where we process personal data on your behalf as a processor (as defined in the EU General Data Protection Regulation, GDPR), we will do so in accordance with the data-processing addendum attached to or referenced in the SOW (the "DPA"). You are the controller of any personal data you provide and are responsible for the lawful basis, notices, and consents required for that processing.

Our website privacy practices are described in our Privacy Policy, available at /privacy, which is incorporated by reference. To the extent of any conflict between these Terms and the Privacy Policy regarding our processing of your personal data, the Privacy Policy controls for website use, and the DPA controls for processing under an SOW.

Modifications

We may modify these Terms from time to time. The current version is always available at /terms with a "last updated" date. For modifications that materially adversely affect your rights, we will use commercially reasonable efforts to provide notice (for example, by email to your billing contact, or by an in-product banner) at least thirty (30) days before the modification takes effect. Your continued use of the Services after the effective date of a modification constitutes acceptance of the modified Terms. If you do not agree, your sole remedy is to terminate per Sections 6 and 16.

Governing Law

These Terms, any SOW, and all matters arising out of or relating to them (including non-contractual obligations) are governed by, and construed in accordance with, the laws of the Republic of Estonia, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Dispute Resolution & Arbitration

Good-Faith Negotiation

The parties shall attempt in good faith to resolve any dispute arising out of or relating to these Terms or any SOW through informal negotiation between authorised representatives for at least thirty (30) days before initiating formal proceedings.

Binding Arbitration

If the dispute is not resolved through negotiation, it shall be finally resolved by binding arbitration administered by the Arbitration Court of the Estonian Chamber of Commerce and Industry under its rules then in effect. The seat of arbitration shall be Tallinn, Estonia. The language of the arbitration shall be English. The arbitration shall be conducted by a single arbitrator unless either party demonstrates a need for three. The arbitrator’s award shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.

Equitable Relief

Notwithstanding the foregoing, either party may seek interim or injunctive relief in a court of competent jurisdiction to protect its intellectual property, confidential information, or other equitable rights pending the outcome of arbitration.

Class Action Waiver

To the maximum extent permitted by applicable law, you agree that disputes shall be resolved on an individual basis only, and you waive any right to participate in any class, collective, consolidated, mass, or representative action against luup, whether in arbitration or in court. The arbitrator may not consolidate the claims of more than one party and may not preside over any form of representative or class proceeding.

If a court of competent jurisdiction determines that this waiver is unenforceable in a particular case, that case (and only that case) shall be severed from arbitration and proceed in court; the remainder of these Terms (including the arbitration agreement) remains in full force.

Notices

Notices to you may be given by email to the billing or primary contact address you provide, by in-product banner, or by post to your registered address. Notices to us must be sent in writing to sales@luupagency.com and, where the notice asserts a legal claim, also by registered post to our registered office in Tallinn. Notice is deemed given when received (for email and in-product) or three (3) business days after dispatch (for post).

Severability

If any provision of these Terms is held invalid, illegal, or unenforceable by a court or arbitrator of competent jurisdiction, that provision shall be modified to the minimum extent necessary to be enforceable, or, if not modifiable, severed, and the remaining provisions shall continue in full force and effect. The failure of either party to enforce any provision is not a waiver of that or any other provision.

Assignment & Successors

You may not assign or transfer these Terms or any SOW (in whole or in part), by operation of law or otherwise, without our prior written consent; any attempted assignment in violation is void. We may assign these Terms in whole or in part to any affiliate, or in connection with a merger, acquisition, reorganisation, or sale of substantially all of our assets, on written notice. These Terms bind and benefit the parties and their permitted successors and assigns.

Survival

The following Sections survive any termination or expiration of these Terms or any SOW: 1, 5, 6, 7, 8, 10, 11, 12, 13, 14, 17, 18, 19, 20, 21, 22, 23, 25, 26, and any other provision that by its nature should survive.

Entire Agreement

These Terms, together with each SOW, the DPA (where applicable), and any documents expressly incorporated by reference, constitute the entire agreement between the parties regarding the subject matter and supersede all prior or contemporaneous agreements, proposals, representations, and understandings, whether written or oral. No oral statement, conduct, or course of dealing modifies these Terms. To the extent of any conflict between these Terms and an SOW, these Terms control unless the SOW expressly references and overrides a specific Section of these Terms and is signed by an authorised officer of Luup.

The parties confirm that they have not relied on any representation, warranty, or statement not expressly set out in these Terms or the SOW, and waive any claims for misrepresentation other than for fraud.

Contact

For commercial inquiries: sales@luupagency.com. For legal notices, contract questions, or claims: sales@luupagency.com. For data-protection inquiries: sales@luupagency.com.