Tolmete Terms of Service

“Services” means the Tolmete platform available at tolmete.com, including AI Chat, Dashboard, Early Warnings (Signals), Mitigation Plans, Reports, Time Tracking, Invoices, Client Portal, Integrations, and any related documentation, applications, and support.

“Authorized User” means an individual authorised by Customer to use the Services under Customer’s account, such as employees and contractors, assigned a role of Super Admin, Project Admin, or Contributor.

“Customer Data” means all data submitted to the Services by or on behalf of Customer, including time logs, project data, and data retrieved from Connected Sources, together with outputs derived from it within Customer’s workspace.

“Connected Sources” means third-party services that Customer connects to Tolmete, such as GitHub, Bitbucket, Jira, Asana, Slack, Microsoft Teams, Google Calendar, Microsoft Outlook, Zoho, and QuickBooks.

“Signals” means AI-generated early-warning insights, anomalies, hypotheses, and mitigation plans produced by the Services from Customer Data and Connected Source metadata.

“AI Outputs” means content generated by the Services using automated or AI processing, including Signals, AI summaries, mitigation plans, and activity-mapping suggestions.

“Client Portal” means the read-only, link-based portal through which Customer may share selected project information with its own end-clients.

“Plan” means the subscription tier selected by Customer (for example Starter, Premium, or Signature), with the features, limits, and data-retention periods described in the Services or an applicable order.

“Subscription Term” means the monthly or annual period for which Customer has subscribed to a paid Plan, including each renewal period.

“DPA” means the Tolmete Data Processing Agreement governing processing of personal data within Customer workspaces, where Lumitech acts as processor.

2.1 Tolmete is an AI-driven revenue and delivery intelligence platform for service companies. Subject to these Terms and payment of applicable fees, Lumitech grants Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the Subscription Term for Customer’s internal business purposes.

2.2 The Services analyse work metadata — such as commits, pull requests, task data, time logs, and communication patterns from public and group channels — to detect delivery risks. The Services do not capture screenshots, record screens, or log keystrokes, and do not access private or direct messages from connected communication tools.

2.3 Lumitech may update, improve, or modify features of the Services from time to time, provided that it will not materially reduce the core functionality of a paid Plan during a Subscription Term without notice as described in Section 16.

2.4 Lumitech may make trial, beta, preview, or early-access features available. Such features are provided “as is”, may be changed or withdrawn at any time, may be subject to additional terms, and are excluded from any warranties or service commitments.

2.5 Support. Lumitech provides a support service for its customers via the dedicated email address support@tolmete.com, the support widget within the Services, and the product website at tolmete.com. Lumitech will provide an initial response to any support request within twenty-four (24) hours of its receipt. Priority support with enhanced response targets is available on selected Plans, as described in the Services or at tolmete.com.

3.1 Customer must provide accurate, current, and complete registration information and keep it up to date. Accounts are for a single organisation; credentials must not be shared beyond the individual Authorized User to whom they are issued.

3.2 Customer is responsible for all activity under its account and for its Authorized Users’ compliance with these Terms. Customer must maintain the confidentiality of login credentials and notify us promptly at support@tolmete.com of any suspected unauthorised access.

3.3 The Services provide role-based access: Super Admin (full organisation access, including Invoices and organisation deletion), Project Admin (access to assigned projects), and Contributor (access to the Contributor’s own time logs). Customer is responsible for assigning roles appropriately and for the actions its administrators take, including sharing data through the Client Portal and connecting or disconnecting integrations.

3.4 Each Authorized User must be at least 18 years old and acting in a professional capacity.

4.1 Plans and pricing. The Services are offered on paid subscription Plans billed monthly or annually in advance, as selected by Customer at purchase. Current Plans, prices, features, and limits (including Signals data-retention periods, which vary by Plan) are described in the Services or at tolmete.com.

4.2 Payment. Fees are payable in advance by the payment methods we support and are processed by our third-party payment processor (currently Stripe). Customer authorises us and our payment processor to charge the applicable fees, including renewal fees, to Customer’s payment method.

4.3 Automatic renewal. Each Subscription Term renews automatically for a period equal to the then-current term (monthly or annual) unless Customer cancels before the end of the current term. Cancellation takes effect at the end of the then-current Subscription Term; the Services remain available until then.

4.4 No refunds. Except where required by applicable law or expressly stated otherwise in these Terms, all fees are non-refundable and non-creditable, including for partial periods, downgrades, or unused capacity.

4.5 Price changes. We may change fees for a Plan with effect from the next renewal, provided we give Customer at least 30 days’ prior notice. If Customer does not agree to a price change, it may cancel before renewal.

4.6 Upgrades and downgrades. Upgrades take effect immediately, with any additional fees prorated for the remainder of the current term. Downgrades take effect at the next renewal. Downgrading may reduce features, limits, and data-retention periods (including Signals retention), and may result in loss of access to data that exceeds the new Plan’s limits.

4.7 Taxes. Fees are exclusive of taxes, levies, and duties (including VAT), which Customer is responsible for, except taxes on Lumitech’s income.

4.8 Late or failed payment. If a payment fails or an amount is overdue, we may, after notice, suspend access to the Services until amounts due are paid.

5.1 Ownership. As between the parties, Customer owns all Customer Data. Lumitech acquires no rights in Customer Data other than the limited rights granted in these Terms.

5.2 Licence to us. Customer grants Lumitech a worldwide, non-exclusive licence to host, copy, transmit, display, and process Customer Data solely to provide, secure, support, and improve the Services, to generate AI Outputs for Customer, and as otherwise instructed by Customer or required by law.

5.3 Roles under data protection law. For personal data contained in Customer’s workspace (including time logs, Connected Source data, and AI Outputs), Customer is the controller and Lumitech is the processor; such processing is governed by the DPA. For account, billing, website, and communication data, Lumitech is the controller as described in the Privacy Policy.

5.4 Customer responsibilities. Customer is responsible for:

(a) the accuracy, quality, and lawfulness of Customer Data;

(b) having a valid legal basis and providing any legally required notices to its personnel and other data subjects whose data is processed through the Services, including data obtained from Connected Sources;

(c) obtaining any consents or authorisations required to connect Connected Sources; and

(d) its use of AI Outputs, including decisions made in reliance on them.

5.5 Usage data. Lumitech may collect and use technical and usage data about the operation of the Services (such as feature usage, performance, and diagnostics) and may use aggregated or de-identified data that does not identify Customer or any individual, to operate, secure, and improve the Services.

5.6 Data export and deletion. During the Subscription Term, Customer may export Customer Data using the functionality of the Services or by contacting support@tolmete.com. Deletion of accounts and organisation workspaces, including the 30-day recovery window and subsequent permanent deletion, is described in the Privacy Policy and the DPA.

5.7 Security. Lumitech maintains appropriate technical and organisational measures to protect Customer Data, as summarised in the Privacy Policy, including encryption in transit and at rest, role-based access controls, and EU-based primary data hosting.

6.1 The Services interoperate with Connected Sources at Customer’s option. By connecting a Connected Source, Customer instructs Lumitech to retrieve data from it (limited, in the case of communication tools, to public and group channel metadata and messages, and excluding private and direct messages) and authorises the exchange of data needed for the integration to work.

6.2 Connected Sources are provided by third parties under their own terms and privacy policies. Customer’s use of a Connected Source is solely between Customer and that provider. Lumitech is not responsible for Connected Sources, their availability, or changes to their APIs, and a Connected Source provider’s actions may affect the functioning of related Tolmete features (including Signals).

6.3 Customer may disconnect a Connected Source at any time through the Services. Disconnecting may limit or disable dependent features.

7.1 Nature of AI Outputs. AI Outputs — including Signals, summaries, and mitigation plans — are generated by automated and probabilistic systems. They are informational aids only: they may be inaccurate, incomplete, or unsuitable for Customer’s circumstances, and they do not constitute professional, legal, financial, or employment advice.

7.2 Human review required. AI Outputs are presented to authorised users for review, confirmation, or rejection. Customer must apply appropriate human oversight before relying on any AI Output, and must not use AI Outputs as the sole basis for any decision that produces legal or similarly significant effects on an individual, including hiring, discipline, compensation, or termination decisions.

7.3 AI processing. Customer Data used to generate AI Outputs is processed by our AI sub-processors under data processing agreements, as described in the Privacy Policy. Data submitted through provider APIs is not used to train the providers’ models, and zero-data-retention configurations are applied where available.

7.4 AI Outputs within Customer’s workspace are Customer Data for the purposes of Sections 5 and 15. Similar or identical outputs may be generated for other customers from their own data; nothing in these Terms restricts Lumitech from serving other customers.

8.1 The Client Portal allows Customer to share selected project information — such as time logs, contributor names, and AI-generated summaries — with Customer’s own end-clients via a read-only link that does not require login and may update automatically.

8.2 Customer controls what is shared through the Client Portal and with whom the link is shared. Anyone in possession of a portal link can view the shared content. Customer is solely responsible for the decision to share, for the content shared, and for any required notices to, or permissions from, the individuals whose data appears in the portal.

8.3 Customer may disable a Client Portal link at any time through the Services.

Customer must not, and must ensure its Authorized Users do not:

(a) use the Services in violation of applicable law, including data protection, employment, and export control laws;

(b) use the Services to monitor individuals in a manner prohibited by applicable law, or misrepresent to personnel the nature of the data collected;

(c) copy, modify, translate, or create derivative works of the Services, or reverse engineer, decompile, or otherwise attempt to derive source code, except to the extent permitted by mandatory law;

(d) sell, resell, rent, lease, sublicense, or provide the Services to third parties, or use them to build a competing product or for competitive benchmarking;

(e) circumvent usage limits, access controls, or security measures, or probe, scan, or test the vulnerability of the Services without our written consent;

(f) upload or transmit malicious code, or use the Services to store or transmit unlawful, infringing, or harmful material;

(g) use automated means to scrape or extract data from the Services except through interfaces we provide; or

(h) access the Services to defraud, mislead, or harm any person.

We may investigate suspected violations and may suspend or restrict access as described in Section 15.

10.1 Lumitech and its licensors own all rights, title, and interest in and to the Services, including all software, models, interfaces, designs, documentation, and trademarks, and all improvements to them. Except for the rights expressly granted in these Terms, no rights are granted to Customer, whether by implication or otherwise.

10.2 Feedback. If Customer provides suggestions or feedback about the Services, Lumitech may use them without restriction or obligation, provided that Customer is not identified as their source without consent.

10.3 Customer marks. With Customer’s prior written consent (email sufficient), Lumitech may identify Customer by name and logo as a customer in marketing materials. Customer may withdraw this consent at any time with future effect.

11.1 Each party (as receiver) will protect the other party’s non-public information disclosed in connection with the Services that is marked confidential or would reasonably be understood to be confidential (“Confidential Information”) with at least the care it uses for its own similar information, and no less than reasonable care. Customer Data is Customer’s Confidential Information; the Services and non-public elements of our pricing and roadmap are Lumitech’s Confidential Information.

11.2 The receiver may use Confidential Information only to exercise rights and perform obligations under these Terms, and may disclose it only to personnel, advisers, and subcontractors bound by confidentiality obligations at least as protective, who need it for that purpose.

11.3 These obligations do not apply to information that is or becomes public through no fault of the receiver, was known to the receiver without restriction before disclosure, is independently developed, or is rightfully received from a third party. The receiver may disclose Confidential Information where required by law or court order, giving prior notice where legally permitted.

11.4 Confidentiality obligations survive for five (5) years after termination, and for Customer Data and trade secrets, for as long as the information remains confidential.

12.1 Each party represents and warrants that it has the legal power to enter into these Terms.

12.2 Lumitech warrants that during the Subscription Term the Services will perform materially in accordance with their documentation and that it will provide the Services with reasonable skill and care. Customer’s exclusive remedy for breach of this warranty is that we will use commercially reasonable efforts to correct the non-conformity, and if we cannot do so within a reasonable time, Customer may terminate the affected subscription and receive a pro-rata refund of prepaid fees for the unused remainder of the Subscription Term.

12.3 EXCEPT AS EXPRESSLY STATED IN THESE TERMS AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES, INCLUDING ALL AI OUTPUTS, ARE PROVIDED “AS IS” AND “AS AVAILABLE”, AND LUMITECH DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND NON-INFRINGEMENT. LUMITECH DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT AI OUTPUTS WILL BE ACCURATE OR COMPLETE, OR THAT ALL DELIVERY RISKS WILL BE DETECTED. SIGNALS ARE EARLY-WARNING INDICATORS, NOT GUARANTEES OF OUTCOMES.

13.1 By Lumitech. Lumitech will defend Customer against third-party claims alleging that the Services, as provided by Lumitech and used in accordance with these Terms, infringe that third party’s intellectual property rights, and will indemnify Customer for damages and costs finally awarded or agreed in settlement of such claims. If such a claim arises or is likely, Lumitech may modify the Services, procure the necessary rights, or terminate the affected subscription with a pro-rata refund of prepaid unused fees. This Section states Customer’s exclusive remedy for infringement claims. It does not apply to claims arising from Customer Data, Connected Sources, combinations with items not provided by Lumitech, or use in breach of these Terms.

13.2 By Customer. Customer will defend Lumitech against third-party claims arising from Customer Data, Customer’s use of the Services in breach of these Terms or applicable law (including employment and data protection law), content shared through the Client Portal, or decisions made by Customer in reliance on AI Outputs, and will indemnify Lumitech for damages and costs finally awarded or agreed in settlement of such claims.

13.3 The indemnified party must promptly notify the indemnifying party of a claim, allow it sole control of the defence and settlement (provided any settlement releases the indemnified party without admission of fault or payment by it), and provide reasonable cooperation at the indemnifying party’s expense.

14.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS OPPORTUNITY, OR DATA (OTHER THAN LUMITECH’S OBLIGATIONS TO PROTECT CUSTOMER DATA UNDER THESE TERMS AND THE DPA), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE FOREGOING, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, LUMITECH WILL NOT BE LIABLE FOR ANY FINANCIAL LOSSES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THE USE OF, OR INABILITY TO USE, THE SERVICES, INCLUDING FINANCIAL LOSSES RESULTING FROM RELIANCE ON AI OUTPUTS OR SIGNALS, FROM BUSINESS, STAFFING, OR INVESTMENT DECISIONS MADE USING THE SERVICES, OR FROM ACTIONS OR OMISSIONS OF CONNECTED SOURCES.

14.2 TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER FOR THE SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY.

14.3 The exclusions and limitations in this Section do not apply to:

(a) Customer’s payment obligations;

(b) a party’s indemnification obligations under Section 13;

(c) a party’s breach of Section 11 (Confidentiality);

(d) infringement or misappropriation of the other party’s intellectual property; or

(e) liability that cannot be excluded or limited under applicable law, including liability for fraud, gross negligence, or wilful misconduct.

14.4 The parties agree that this Section reflects the agreed allocation of risk and is an essential basis of the bargain, and that fees would be higher without these limitations.

15.1 Term. These Terms apply from the earlier of Customer’s acceptance or first use of the Services and continue until all subscriptions have expired or been terminated and Customer no longer uses the Services.

15.2 Termination for convenience. Customer may cancel a subscription at any time with effect from the end of the then-current Subscription Term (Section 4.3). A Super Admin may also delete the organisation account at any time, subject to Section 15.6.

15.3 Termination for cause. Either party may terminate these Terms or an affected subscription if the other party materially breaches them and fails to cure the breach within 30 days of written notice, or immediately if the other party becomes insolvent or subject to bankruptcy or similar proceedings. If Customer terminates for Lumitech’s uncured material breach, Lumitech will refund prepaid fees covering the remainder of the terminated Subscription Term. Lumitech may additionally terminate immediately, without notice or a cure period, in the circumstances described in Section 15.5 (Termination for violations).

15.4 Suspension. Lumitech may suspend or restrict access to the Services, in whole or in part, with notice where practicable, if:

(a) required by law;

(b) there is a security risk to the Services or other customers;

(c) Customer materially breaches Section 9 (Acceptable Use); or

(d) amounts are overdue under Section 4.8.

We will limit suspension in scope and duration to what is reasonably necessary and restore access once the cause is resolved.

15.5 Termination for violations. Lumitech may suspend, terminate, or permanently delete Customer’s account (including all associated Authorized User accounts) at any time and without prior notice if Customer or any Authorized User:

(a) copies, reproduces, republishes, uploads, posts, transmits, resells, or distributes in any way any part of the Services or their documentation;

(b) uses the Services to engage in any activity that is fraudulent, deceptive, exploitative, or harmful;

(c) performs or attempts to perform any action that interferes with the operation of the Services or affects other Tolmete customers’ use of the Services;

(d) rents, leases, or otherwise transfers to a third party the rights granted to Customer under these Terms;

(e) breaches the age requirement in Section 3.4 (the Services are strictly limited to individuals aged 18 or older);

(f) publishes or distributes offensive, disparaging, or defamatory statements about Tolmete or Lumitech on social media or in any other medium, in a manner that causes, or is reasonably likely to cause, reputational harm to the product; or

(g) engages in offensive, abusive, or harassing conduct towards Lumitech’s representatives, including support, sales, development, and other product team members.

Where Lumitech terminates under this Section 15.5, it is not obliged to give Customer prior notice of the termination or of the deletion of the account and the data relating to it, and no cure period applies. Except where required by applicable law, fees already paid are not refunded on termination under this Section.

15.6 Effect of termination. Upon termination or expiry:

(a) Customer’s access rights end;

(b) Customer should export Customer Data before the effective date;

(c) organisation data is subject to a 30-day recovery window followed by permanent deletion within a further 30 days, and other retention periods, as described in the Privacy Policy and the DPA; and

(d) each party will return or destroy the other’s Confidential Information on request, subject to routine backups and legal retention obligations.

15.7 Survival. Sections 1, 4 (for amounts accrued), 5.1, 7.1, 9, 10, 11, 12.3, 13, 14, 15.6, 15.7, 17, and 18 survive termination.

16.1 We may modify these Terms at any time. We will post the updated version with a revised effective date and will notify registered users holding an active account of each change by email to the address registered on the account; for material changes, we will give Customer at least 30 days’ prior notice.

16.2 Material changes take effect at the start of Customer’s next Subscription Term following the notice period, unless a change is required by law or relates to new features, in which case it may take effect sooner. If Customer does not agree to a material change, it may cancel before the change takes effect; continued use of the Services after the effective date constitutes acceptance.

17.1 These Terms and any dispute or claim arising out of or in connection with them (including non-contractual disputes) are governed by the federal laws of the United Arab Emirates as applied in the Emirate of Dubai, without regard to conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

17.2 The courts of Dubai, United Arab Emirates have exclusive jurisdiction over any such dispute, and each party submits to their jurisdiction.

17.3 Nothing in this Section limits either party’s right to seek injunctive or other urgent relief in any court of competent jurisdiction, or deprives Customer of mandatory protections of the law of its own jurisdiction where those cannot be derogated from by agreement.

18.1 Entire agreement. These Terms, together with the Privacy Policy, the DPA (where executed), and any order accepted by Lumitech, are the entire agreement between the parties regarding the Services and supersede all prior agreements and understandings on that subject. In case of conflict, the DPA prevails for personal data processing, then these Terms, then the Privacy Policy for controller processing.

18.2 Assignment. Customer may not assign these Terms without our prior written consent, except to a successor in a merger, acquisition, or sale of substantially all assets, with notice. We may assign these Terms to an affiliate or in connection with a merger, acquisition, or asset sale.

18.3 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, including acts of God, war, terrorism, labour disputes, internet or utility failures, or acts of government, provided it uses reasonable efforts to mitigate. Payment obligations are not excused.

18.4 Notices. Legal notices to Lumitech must be sent to legal@tolmete.com or to Lumitech FZCO, DDP, Building A1, Nadd Hessa, Dubai Silicon Oasis, Dubai, United Arab Emirates. Notices to Customer may be given by email to the address registered on the account or by in-product notice, and are deemed given when sent.

18.5 Severability and waiver. If a provision is held unenforceable, it will be modified to the minimum extent necessary and the rest remains in effect. Failure to enforce a provision is not a waiver.

18.6 Independent contractors. The parties are independent contractors; these Terms create no partnership, agency, or joint venture.

18.7 Export and sanctions. Customer represents that it is not subject to sanctions administered by the UN, EU, UK, US, or UAE, and will not use the Services in violation of export control or sanctions laws.

18.8 No third-party beneficiaries. These Terms do not create rights for any third party, including Customer’s end-clients or Authorized Users in their individual capacity.

18.9 Language. These Terms are drafted in English; any translation is for convenience only and the English version prevails.