Terms and general conditions.

Identity and legal contact

“Luma Solutions” or “Luma” is the trade name used by 3-101-957266 SOCIEDAD ANÓNIMA, corporate identification number 3-101-957266, domiciled in San José, Costa Rica. For inquiries or notices related to these terms, write to esteban.jimenez@lumasolutions.tech.

Later changes apply prospectively and will not modify an existing agreement unless accepted by the parties or required by applicable law.

Acceptance and scope

By browsing this website, you accept the conditions related to its use. If you do not agree, you must stop using it.

Conditions relating to paid services become part of a commercial relationship only when the applicable proposal, service order, contract, annex, or acceptance communication reproduces them, expressly incorporates them by reference, or the client accepts them through a verifiable electronic mechanism. Electronic documents and digital or electronic signatures will have the effect granted by applicable law, including Costa Rican Law No. 8454 where relevant.

Order of precedence

In the event of a conflict, the following order controls: first, the signed client-specific agreement; second, the data processing agreement for privacy matters; third, the proposal, service order, or annex for scope, price, and schedule; and finally these terms. A specific agreement may modify these rules only for the service it covers.

Use of the site

The site presents general information about Luma Solutions, its services, approach, and contact channels. It should be used lawfully and respectfully.

Intellectual property

The site content, design, text, visual elements, brand, and structure belong to Luma Solutions or are used with authorization unless otherwise stated. You receive only a limited, revocable, non-exclusive, and non-transferable license to view the website for lawful purposes. Copying, modifying, distributing, commercially exploiting, or removing proprietary notices is not authorized except with written permission or where permitted by law.

Luma Solutions infrastructure, software, and know-how

Unless a specific proposal or contract expressly states otherwise, Luma Solutions retains ownership or contractual control, as applicable, over the servers and infrastructure it provides or contracts. When Luma Solutions manages infrastructure owned by the client or by a third party contracted directly by the client, Luma Solutions retains only the access and administrative authority necessary to provide the service during its term.

Luma Solutions retains ownership of its platforms, software, source code, automations, integrations, configurations, reusable components, templates, documentation, tools, methodologies, architectures, trade secrets, improvements, and other intellectual property of its own that it creates or develops while providing the services. This provision does not transfer to Luma Solutions any rights in client data, materials, inputs, or results, or in third-party assets, which remain subject to the rights of their respective owners or licensors.

Luma Solutions also retains the general knowledge, experience, techniques, patterns, ideas, skills, non-client-specific improvements, and know-how obtained or refined during each engagement. That learning may be applied in later projects and benefit other clients only in abstract and generalized form, provided that Luma Solutions does not use, disclose, reproduce, memorize as a reusable asset, or make identifiable any client data, confidential information, content, results, or client-owned materials.

Contracting, payment, access, or delivery of a service does not by itself transfer ownership of those assets. The client receives only the usage rights stated in its proposal or contract. Any assignment, transfer, expanded license, or different ownership arrangement must be negotiated in advance and expressly documented in the client's specific written agreement.

Technology license and third-party components

Unless the agreement states otherwise, during the service term and while the client remains current on its obligations, Luma Solutions grants a limited, non-exclusive, non-transferable, and non-sublicensable license to access and internally use the Luma platform, software, and components included in the service. If a fully paid final deliverable embeds a reusable Luma component required to use that deliverable, the client receives a non-exclusive license for that use of the deliverable, without acquiring source code or the right to exploit the component separately.

Except with written authorization or under a non-waivable legal right, the client may not sell, sublicense, or make Luma technology available to third parties as a standalone product; circumvent technical controls; access source code; reverse engineer; or copy components to create a competing service.

Open-source software, models, APIs, libraries, licensed content, and other third-party assets remain subject to their own licenses and terms. Luma Solutions does not transfer rights it does not own and may replace a component where needed for security, continuity, availability, or compliance, seeking to maintain substantially equivalent functionality where it forms part of the contracted scope.

Client data and service data

The client retains whatever rights it holds in the information, files, databases, content, and other materials it provides to Luma Solutions. In addition, to the extent permitted by law and subject to applicable third-party rights, the client owns the data, content, inputs, and results created or generated specifically for the client by the client, Luma Solutions, or the services. This does not grant the client rights in Luma Solutions infrastructure, software, tools, reusable components, or other intellectual property used to provide the service or generate those results, except for the usage rights expressly stated in the applicable proposal or contract.

Luma Solutions does not acquire ownership of that data and will not use it for independent commercial purposes, to benefit other clients, to train or improve models, or for any other purpose unrelated to the service provided to the client. Luma Solutions may process it only as necessary to provide, protect, maintain, and support the service, follow the client's instructions, or comply with legal obligations. This restriction applies to client data and materials and does not prevent Luma Solutions from applying its general knowledge and know-how as described in the preceding section.

Luma Solutions retains rights in non-content technical and operational data automatically generated by its own services and software, such as system telemetry, performance metrics, availability, resource consumption, errors, and security events. To the extent a technical record contains personal data, client content, proprietary information, inputs, or results, those elements will continue to be treated as client data under this section. Luma Solutions may use the remaining technical data solely to operate, secure, maintain, and improve its services.

Data authorizations and responsibilities

The client represents that it has the rights, authorizations, notices, and legal grounds necessary to provide data and materials, permit their processing, and issue instructions to Luma Solutions. The client must not upload or request processing of information that infringes third-party rights, confidentiality duties, intellectual property, privacy, or applicable law.

The client is responsible for defining lawful purposes, communicating regulatory restrictions, and keeping its instructions and authorized contacts accurate. Luma Solutions may reject, suspend, or request clarification of an instruction that reasonably appears unlawful, insecure, outside scope, or inconsistent with applicable obligations, without thereby becoming the client's legal adviser.

Confidentiality

Each party will protect information that the other identifies as confidential or that should reasonably be understood as confidential from its nature and context, including trade secrets, non-public architecture, credentials, strategies, financial information, and client data. It may be used only to negotiate, provide, receive, protect, or enforce the service and shared only with personnel, advisers, or providers who need to know it and are bound by confidentiality obligations.

Information is not confidential where it becomes public without breach, was already lawfully known, is lawfully received from a third party, or is independently developed without use of confidential information. If disclosure is required by an authority, the receiving party will limit disclosure to what is required and, where legally permitted, provide advance notice.

The obligation continues during the relationship and for five years after termination. For personal data and trade or industrial secrets protected under Costa Rican Law No. 7975 or other applicable law, it continues for as long as the information remains protected. At termination, each party will return or delete information in accordance with the agreement and legal retention duties.

Service information

The published information does not constitute a closed proposal, fixed price, or guarantee of results. The initial diagnosis may be free, but any implementation scope requires conversation, assessment, and a prior proposal.

Service standard and correction

Luma Solutions will provide professional services with commercially reasonable care and skill in accordance with the written scope. If the client identifies a material failure attributable to Luma Solutions, it must provide reasonably detailed notice and allow a reasonable opportunity to correct, reperform, or adjust the affected component, unless the agreement provides a different remedy or applicable law requires otherwise.

Unless specifically committed in writing, Luma Solutions does not guarantee uninterrupted availability, complete absence of errors, future compatibility, a particular business outcome, or suitability for a regulatory obligation that was not disclosed in advance.

AI results and human review

AI models are probabilistic. Their results may be inaccurate, incomplete, outdated, biased, or similar to third-party content. Luma Solutions does not represent that every result has been independently verified unless the proposal expressly includes human review or specialist validation.

The client must review results before using or communicating them and maintain appropriate human oversight. Results must not be used as the sole basis for legal, medical, financial, credit, employment, educational, or other decisions that significantly affect individuals unless a specific scope includes appropriate controls, testing, human review, and regulatory compliance.

Luma Solutions does not provide legal, medical, accounting, financial, or regulatory advice unless that professional advice is expressly included in scope and provided by a duly authorized person.

Services that use cloud AI models

When a contracted service uses a non-local artificial intelligence model, some information required to perform the request must be transmitted to the external model provider, which will act as a third party or subprocessor depending on the service and applicable agreement. Luma Solutions' guarantee is limited to protecting and storing persistent operational copies of input and output data it directly manages within the server or infrastructure assigned to the client. The agreement may document necessary, limited exceptions such as transient processing, protected backups, security logs, or agreed support. Luma Solutions does not operate or directly control the provider's internal systems where processing occurs.

Luma Solutions seeks to select and configure providers with no-training and reduced- or disabled-retention options. However, unless a specific contractual agreement exists with the provider, Luma Solutions does not guarantee zero retention and is not responsible for the provider's retention, internal processing, or actions outside systems controlled by Luma Solutions, except for liabilities that cannot legally be limited or breaches directly attributable to Luma Solutions.

The client must disclose before contracting if its policies, regulatory obligations, data-residency rules, or confidentiality requirements require local processing, a specific location, prior approval of subprocessors, or contractual zero retention. Meeting those requirements may require a local architecture, enterprise plan, or direct agreement with the model provider, subject to availability, negotiation, and additional costs. Any zero-retention guarantee applies only when expressly confirmed in a binding agreement with the applicable provider.

Security and client cooperation

Luma Solutions will apply security measures that are reasonable and proportionate to the service and identified risk, without guaranteeing that any system is invulnerable. Special measures, certifications, audits, residency requirements, client-managed encryption, recovery commitments, or specific notification periods must be agreed in writing.

The client must limit access, protect credentials, keep authorized contacts current, report incidents or suspicions without delay, and not introduce sensitive, regulated, or third-party data outside the approved scope. Luma Solutions may temporarily suspend access or processing where reasonably necessary to contain a threat, comply with law, or prevent harm, seeking to notify the client where possible.

Third-party services and dependencies

The website and services may depend on external platforms such as hosting, domains, APIs, AI models, messaging, email, social media, or third-party software. Their operators may change pricing, limits, functionality, terms, locations, security, or availability without Luma Solutions' control.

Luma Solutions is responsible for selection, configuration, and integration within its reasonable scope and control, but not for failures, acts, or omissions exclusively attributable to the third party. If a material dependency becomes unavailable, Luma Solutions may propose a replacement or an adjustment to scope, cost, or schedule. Third-party fees are included only where the proposal says so.

Limitation of liability

Public website information is provided for informational purposes. Luma Solutions aims to keep it clear and current but does not guarantee that it is free of errors or omissions.

For commercial services and to the maximum extent permitted by law, neither party will be liable to the other for indirect, incidental, special, punitive, or consequential damages, or for lost profits, revenue, opportunities, reputation, or anticipated savings, even if advised of their possibility. Each party must take reasonable steps to mitigate its losses.

Luma Solutions' aggregate liability arising from the affected service will not exceed the amount actually paid to Luma Solutions for that service during the six months preceding the event giving rise to the claim; for a fixed-price project completed in less than six months, it will not exceed the total paid under the affected order. This cap applies in the aggregate regardless of legal theory or number of claims.

Nothing in these terms excludes or limits liability for willful misconduct, gross negligence, fraud, or any obligation that cannot legally be excluded or limited. If the client legally qualifies as a consumer, its non-waivable rights prevail.

Third-party claims arising from client conduct

To the extent permitted by law, the client will defend and indemnify Luma Solutions against third-party claims, penalties, and reasonable costs and expenses resulting from data, materials, or instructions provided by the client without necessary rights or authorizations; unlawful use of the service; or the client's breach of these conditions. This obligation does not apply to the extent the claim is caused by Luma Solutions' breach, willful misconduct, or fault.

Luma Solutions will give reasonably prompt notice of the claim, allow the client to participate in the defence, and will not accept a settlement that imposes non-monetary liability on the client without its reasonable consent. The client may not settle in a manner that admits Luma Solutions' liability or affects its rights without written consent.

Force majeure

Neither party is liable for delay or failure caused by events beyond its reasonable control, including disasters, conflict, government action, widespread telecommunications or power failures, extraordinary cyberattacks, epidemics, unrelated labor actions, or material unavailability of critical providers, provided the affected party gives notice where possible, mitigates impact, and reasonably resumes performance. Force majeure does not excuse payment obligations already due.

Scope, changes, charges, and taxes

Scope, deliverables, schedule, price, currency, payment method, taxes, expenses, and third-party services are those stated in the applicable proposal or order. Work not included requires written approval of its impact on scope, price, and time. Prices exclude VAT and other taxes unless expressly stated otherwise.

Non-payment permits suspension of work, access, support, or reserved capacity after the notice and cure period stated in the agreement or invoice, except in urgent-risk or repeated-breach cases. Suspension does not remove overdue amounts or third-party costs already committed. Payments for performed work, accepted milestones, and reserved capacity are non-refundable except where agreed in writing or required by law.

Suspension and termination

Each party may terminate as provided in the specific agreement. If that agreement does not address termination, either party may terminate for a material breach not cured within a reasonable period after written notice. Luma Solutions may suspend or terminate immediately for unlawful use, material security threats, risk to third parties, instructions prohibited by law, or insolvency, to the extent permitted.

On termination, access and term-based licenses end except for rights expressly granted for paid deliverables. Payment, confidentiality, intellectual property, data protection, limitation of liability, indemnity, and provisions that by nature should survive remain effective.

Exit, export, and data deletion

Before termination, the client must export information to which it has access. Where included in scope, Luma Solutions will provide a reasonable export in an available standard format. Migration, transformation, extended support, or special delivery may be quoted separately.

After termination, data will be returned, deleted, or temporarily retained in accordance with the agreement and Privacy Policy. Luma Solutions is not required to maintain infrastructure or active accounts indefinitely to host client data. Termination does not transfer Luma Solutions servers, master accounts, software, automations, or intellectual property.

Governing law and disputes

These terms are governed by the laws of the Republic of Costa Rica, without prejudice to applicable mandatory rules. Before starting proceedings, the parties will seek to resolve a dispute through good-faith negotiation for at least thirty days after written notice.

If unresolved, the parties submit to the competent courts of San José, Costa Rica, unless a specific agreement establishes arbitration or another valid forum. Either party may seek urgent relief to protect data, confidentiality, intellectual property, or security without waiting for the negotiation period.

General provisions

The relationship is one of independent services and does not create a partnership, agency, employment, franchise, or exclusivity. Neither party may bind the other without written authorization.

If a provision is invalid or unenforceable, it will be adjusted only as needed and the remaining provisions continue in force. Failure to enforce a right is not a waiver. The client may not assign the agreement without Luma Solutions' written consent, except in a reorganization that does not reduce guarantees or increase risk; Luma Solutions may assign it in a reorganization or sale of the business by giving notice and preserving applicable obligations.

Contract notices will be sent to the contacts identified in the proposal or agreement and are deemed received according to the mechanism specified there. The Spanish version controls in the event of an interpretive difference unless a specific agreement designates another version as binding.

Changes to the terms

We may update these terms when the website, services, or legal requirements change. A new version applies to future website use. For an active service, a material change is binding only if the agreement permits that mechanism and reasonable advance notice is given, or if the parties accept it. The specific agreement continues to prevail.

Contact

For inquiries about these terms, write to esteban.jimenez@lumasolutions.tech.