Terms of Use

1. The agreement between us

These Terms and our Privacy Policy apply whenever you use Lumini. If you also have a signed Service Agreement, it forms part of your agreement with us too, and if anything in it conflicts with these Terms, the Service Agreement wins.

1.1 Who we are. Lumini is provided by Lumini Works Limited, NZBN 9429052844829 (Lumini, we, us, our). When we say you or your, we mean the organisation named as the customer in the Service Agreement, or, if you don't have one, the organisation or person that creates the account or otherwise accepts these Terms and anyone you authorise to use Lumini on your behalf.

1.2 What makes up our agreement. Your full agreement with us (the Agreement) is made up of:

•    these Terms of Use;
•    our Privacy Policy, available at lumini.nz/privacy; and
•    your Service Agreement, if you have one - the signed (on paper or electronically) document that records the parties, Start Date, term, Fees, Plan and number of users.

1.3 Order of precedence. If there's a conflict between these documents: where you have a Service Agreement, it applies first, then these Terms, then the Privacy Policy; where you don't, these Terms apply first, then the Privacy Policy.

1.4 How you accept. You can accept the Agreement in either of two ways: (a) by signing a Service Agreement that refers to these Terms, whether on paper or electronically; or (b) by taking an affirmative action online that we present as accepting these Terms; for example, ticking an "I agree" box, or clicking to accept, when you create an account or start a trial. Whichever way you accept, the version of these Terms current at that time applies to you.

If we change these Terms, we may ask you to accept the updated version the same way; for example, by ticking a box the next time you sign in. We keep a record of when you accepted these Terms and which version applied. Section 16 explains how changes take effect.

1.5 Authority to accept. If you're accepting on behalf of an organisation, you confirm you're authorised to bind that organisation to the Agreement.

2. What Lumini is

Lumini gives you access to our policy-intelligence platform and related services. We provide key definitions here so the rest of these Terms are clear.

2.1 The Platform is the Lumini software and tools, generally accessed at app.getlumini.co, including any updates and new features we release. If you're our customer, your obligations under sections 4, 10, and 11, and our rights in our intellectual property, apply to your use of any Lumini website or service, not only the Platform.

2.2 The Services are your access to and use of the Platform under your Plan (the features and limits included may depend on the Plan you're on), together with any support, training, or other services described in your Service Agreement.

2.3 Lumini Content is the content and materials we own or provide through the Platform, for example, our summaries, analyses, reports, taxonomies, rankings, templates, and prompts. It doesn't include your Customer Data or third-party content.

2.4 Connector or Integration means any API, connector, MCP server, plug-in, AI agent, automation, script, or similar tool used to access, exchange data with, or act on the Services.

2.5 Plan means the subscription package you're on, as set out in your Service Agreement or chosen at sign-up. We may offer different Plans with different features, limits, and prices, and we may introduce new Plans or change which Plans we offer for new sign-ups at any time. You can move to a higher Plan at any time during your term, and to a lower Plan at renewal. Clause 6.1 explains how that affects your Fees. If we stop offering your Plan, you can stay on it until the end of your current term; at renewal we'll move you to the closest available Plan, and clause 6.3's notice rules apply to any price change.

3. Your subscription and your users

Add as many users as you need. Our pricing is based on how many users you have. You're responsible for the people you invite in and for what happens under your account.

3.1 Authorised Users. We grant you a limited, non-exclusive, non-transferable right to use the Services for your organisation's internal business purposes for the term of the Agreement. You may allow your employees and other people you authorise (Authorised Users) to use the Services. There's no cap on how many Authorised Users you can add, but our Fees are based on your number of Authorised Users, so adding users may change what you pay, as set out in clause 6.1.

3.2 You're responsible for your users. You're responsible for your Authorised Users' use of the Services and for making sure they follow these Terms. Anything they do (or fail to do) under the Agreement is treated as done by you.

3.3 Account security. You're responsible for keeping account log-ins secure and confidential, and for all activity that happens under your account. Tell us straight away at security@lumini.nz if you think a log-in has been compromised or someone has accessed your account without permission.

3.4 Keep your details current. Please give us true, accurate, and complete registration details, and keep them up to date, including a current email address for notices.

3.5 Credentials and connectors. You're responsible for all use of the Services through your accounts, API keys, tokens, Connectors, or Integrations, whether by an Authorised User or by any system, agent, or third-party tool you've configured. Keep your credentials secure, and don't share them with unauthorised people or systems.

4. How you may and may not use Lumini

Use Lumini for your own policy and government-engagement work, lawfully, and don't try to break, copy, or resell it.

4.1 Permitted use. You may use the Services for your organisation's internal business purposes relating to government, legislation, and public policy.

4.2 You must not:

•     reverse engineer, decompile, or try to discover the source code or structure of any part of the Platform;

•     phish, hack, or otherwise attempt to breach the Platform's security;

•     use bots, scrapers, or other automated systems to access or extract content from the Platform, except through any API we provide for that purpose;

•     use the Services to monitor their availability, performance, functionality, or outputs for benchmarking, competitive analysis, product comparison, or similar purposes, except with our prior written consent;

•     interfere with or disrupt the Platform, or place an unreasonable load on it;

•     resell, sublicense, rent, or otherwise make the Services available to any third party, or use them to provide a service bureau or outsourcing service to others;

•     use the Services unlawfully, or in a way that breaches anyone else's rights; or

•     upload anything containing viruses or malicious code.

4.3 Competitors. Our competitors must not access or use the Services without our prior written consent, and you must not access the Services on a competitor's behalf.

4.4 Connectors, APIs, and automated access. You may only use a Connector or Integration with the Services where we've expressly enabled it, provided it to you, or approved that method of access in writing. Approval to use one Connector or Integration doesn't approve any other Connector, Integration, agent, automation, or method of access. You must not use any Connector or Integration to exceed usage or user limits, bulk-extract content, recreate Platform functionality, work out non-public aspects of how the Platform is built, or reach data or features you wouldn't otherwise be allowed to access.

4.5 No competing use. You must not use the Services, Lumini Content, or outputs generated through the Services to build, train, fine-tune, evaluate, benchmark, validate, improve, operate, or support any product, service, dataset, model, retrieval system, agent, workflow, or internal tool that competes with, substitutes for, or replicates a material part of Lumini.

4.6 Monitoring and enforcement. We may monitor use of the Services to operate, secure, improve, and protect the Platform, including to detect excessive, automated, unlawful, or prohibited use. If we reasonably suspect a breach of this section 4, we may suspend or restrict access (including Connector or API access), ask you for information we reasonably need to investigate, and take steps to prevent further misuse.

5. Trials

We may offer a trial at a non-standard time period or rate. If we do, we'll tell you the terms at the time, and we can end a trial whenever we choose. Trials come with no warranties.

5.1 We may offer a trial, pilot, discounted subscription, or other non-standard arrangement. If we do, we'll tell you the relevant trial terms at the time, including the period, price, and any special conditions. Trials are provided “as is”, with no warranties. We're under no obligation to offer trials, and we may change or end a trial at any time.

5.2 These Terms still apply during a trial. A trial doesn't switch off our normal Terms, it only changes them in the specific ways we tell you in our offer of a trial. Occasionally we may set other trial conditions, which we'll state at the time. Everything else in these Terms applies to your trial as normal.

5.3 If a trial condition we've given you conflicts with these Terms, that trial condition applies, but only for the matter it covers, and only during the trial. In every other respect, these Terms apply.

5.4 Usually a trial means you can (a) use the Services for a limited, stated period, and/or (b) pay a non-standard price. A free trial or pilot doesn't count toward any 12-month term; that term starts only when your paid access begins. A paid trial or pilot does count, as explained in clause 7.1.

5.5 When a trial ends, your access to the Services stops unless you've agreed to continue on our standard terms (including a Service Agreement).

6. Fees and payment

You pay Fees based on your Plan and number of users. We invoice with GST, and we may adjust our rates at renewal with notice. If payment is overdue, we can suspend access after telling you.

6.1 Fees. You agree to pay the fees set out in your Service Agreement or, if you don't have one, the price we told you when you signed up or started your trial (Fees). Fees are based on your Plan and your number of Authorised Users. If during a term you add Authorised Users that take you into a higher pricing tier, or you upgrade to a higher Plan, we may charge you the higher rate from the date of the change, pro-rated for the rest of your current term. You can move to a lower Plan at renewal, but not during a term. Unless stated otherwise, Fees are payable monthly in advance and are exclusive of GST, which we'll add and show on a valid GST invoice.

6.2 Invoices. We'll send invoices to the billing contact in your Service Agreement or, if you don't have one, your account email. Payment is due by the date shown on the invoice, without set-off or deduction.

6.3 Changes to Fees. Our pricing rates are fixed for your current term, we won't raise them on you mid-term. What you pay can still change during a term if your number of Authorised Users moves you into a different pricing tier, as clause 6.1 explains. We may change our rates for a renewal term by giving you at least 30 days' written notice before your current term ends. If a change isn't acceptable to you, you can choose not to renew (see section 7).

6.4 Late or failed payment. If an amount is overdue, we'll let you know. If it stays unpaid for 7 days after that notice, we may suspend your access to the Services until it's paid. Suspension doesn't reduce what you owe.

6.5 Interest and collection costs. If you don't pay on time, we may charge interest on the overdue amount at 1.5% per month, calculated daily from the due date until you've paid in full. You'll also need to reimburse us for the reasonable costs of recovering an overdue amount, including debt collection fees and legal costs on a solicitor-and-client basis.

6.6 No refunds. Except where the law requires otherwise, and except as set out in clause 7.2, Fees are non-refundable. You won't receive a refund or credit for a term you've only partly used, or for periods in which you didn't use the Services.

7. Term, renewal, and ending the Agreement

Your subscription runs for 12 months from when your paid access starts, then renews for further 12-month terms unless someone gives 30 days' notice. A Service Agreement can set different dates or terms. This section also covers suspension, ending for breach, and what happens when the Agreement ends.

7.1 Term and renewal. Your subscription runs for an initial term of 12 months, unless your Service Agreement sets a different term. The term starts on the date your paid access to the Services begins (the Start Date), unless your Service Agreement sets a different date. A free trial or pilot doesn't count toward the term, it starts when your paid access begins after it; a paid trial or pilot does count, because paid access has already begun. At the end of each term, your subscription renews automatically for a further 12-month term, unless you or we give written notice not to renew at least 30 days before the current term ends, or your Service Agreement says otherwise. If you give notice to end the Agreement partway through a term, the Services continue and Fees remain payable until the end of that term. If you add users or change your Plan during a term, that doesn't restart the term, the change runs to the end of your current term.

7.2 Grace period after renewal. If your subscription renews for a further term and you tell us within 14 days after the renewal date that you don't want to continue, we'll cancel the renewed term. If you've paid any Fees for that renewed term, we'll refund them in full. This is the only situation in which we refund Fees for a renewal term.

7.3 Ending for breach. Either of us may end the Agreement on written notice if the other seriously breaches it and doesn't fix the breach within 30 days of being asked to in writing (or, if the breach can't be fixed, immediately). Either of us may also end the Agreement immediately if the other becomes insolvent or can't pay its debts as they fall due.

7.4 Suspension. We may suspend your access to the Services if you don't pay on time (see section 6.4), or if we reasonably believe your use is unlawful, is harming the Platform or other users, or seriously breaches these Terms. We'll restore access once the issue is resolved.

7.5 What happens when the Agreement ends. When the Agreement ends, your right to use the Services stops, and you will lose access to the Platform, including any data you uploaded, prompts you wrote, briefings (reports), and other outputs generated for you. While your subscription is active, please save your own copies of anything you want to keep.
We may provide a reasonable export of your Customer Data if it is technically and commercially reasonable for us to do so. Any such requests must be made within 30 days of the Agreement ending. We are not required to provide exports of Lumini Content, Platform-generated outputs, third-party content, or data that we have deleted in accordance with our retention practices. You'll remain liable for any Fees owed up to that point, and we may delete Customer Data after the Agreement ends in line with our data retention practices (see Privacy Policy).

8. Accuracy, AI outputs, and your decisions

Lumini uses AI and aggregates information from many sources. It's a powerful research aid, not a source of professional advice. Check anything important before you rely on it.

8.1 Lumini helps you monitor and understand government, legislative, and policy information, including through AI-generated summaries and outputs. The information and outputs may be incomplete, out of date, or inaccurate.

8.2 You must not rely solely on the Platform's information or outputs. You're responsible for reviewing and verifying anything material before acting on it, including by checking original sources and obtaining professional advice where appropriate. You're responsible for the decisions you make and the actions you take based on the Services.

8.3 Lumini isn't a law firm, lobbying firm, or professional adviser, and nothing in the Services is legal, policy, regulatory, compliance, lobbying, financial, or other professional advice. We're not responsible for any loss arising from your reliance on the Platform's information or outputs.

8.4 Some AI features rely on models provided by third parties that we don't control. We don't warrant their suitability, reliability, accuracy, or completeness (see also section 12.4).

8.5 Public and external use. If you use Lumini's outputs in a submission, filing, media statement, or other public claim, you're responsible for checking them against the original sources first, and you shouldn't treat them as the sole basis for that claim.

9. Your data and your privacy

Your data stays yours. We use it to run the Services for you and to keep them working. We don't sell it, and we don't use it to train public AI models. Our Privacy Policy has the detail.

9.1 Your data is yours. Customer Data means the data and content you and your Authorised Users submit to, upload to, or store in the Platform, including prompts, uploaded documents, account information, and other materials you provide. It does not include Lumini Content, Platform-generated outputs, third-party content, usage analytics, or the Platform itself. As between us, you own your Customer Data. We don't claim any ownership of it.

9.2 The licence you give us. You grant us a licence to host, copy, process, and display your Customer Data for the purpose of providing, supporting, securing, and maintaining the Services for you. This licence ends when your Customer Data is deleted, except for backups kept for a reasonable period.

9.3 Aggregated insights. We may create aggregated, de-identified data and analytics from use of the Platform (for example, to improve our features and understand how the Platform is used). This data never identifies you or your Authorised Users, and we only use or share it in that de-identified, aggregated form.

9.4 AI and model training. We do not use your Customer Data to train publicly available or third-party AI models. We only process your Customer Data through AI tools to the extent needed to provide the Services to you.

9.5 Privacy. How we handle your data and personal information is set out in our Privacy Policy. You confirm you have the right to provide any personal information you put into the Platform and to have us process it to provide the Services.

9.6 Removing content. We don't monitor or review Customer Data, and we're not obliged to. If we become aware, (usually because someone tells us), that Customer Data is unlawful, infringes someone's rights, or poses a security or legal risk, we may remove, disable, or restrict access to it. We'll let you know where we reasonably can. Removing content is a right we may use, not a promise to police the Platform, and we're not responsible for Customer Data. If you think any Customer Data breaches these Terms or the law, tell us at privacy@lumini.nz.

10. Our intellectual property

We own Lumini. Using it doesn't transfer any of that to you. If you send us feedback, we can use it.

10.1 We (and our licensors) own all intellectual property rights in the Platform, the Services, and everything we put into them, including our software, content, name, logos, and trademarks. Using the Services doesn't give you any of those rights except the right to use the Services under the Agreement.

10.2 If you give us feedback or suggestions about Lumini, we may use them freely, without any obligation to you.

10.3 Using outputs. Subject to our rights in the Platform, Lumini Content, templates, workflows, prompts, taxonomies, and underlying methods, you may use the outputs the Services generate for you for your organisation's internal business purposes.

10.4 Sharing outputs. You may share reasonable excerpts of those outputs with your advisers, board, employees, contractors, or stakeholders for your internal business purposes, provided you don't publish, resell, syndicate, systematically distribute, or use them to provide a competing or substitute service.

10.5 Third-party and public-source content. The Services may include links, extracts, summaries, metadata, or analysis drawn from public or third-party sources. We don't transfer ownership of any third-party content to you, and you're responsible for making sure your use, copying, sharing, or republication of it complies with the law and any relevant third-party terms.

11. Confidentiality

Each of us will look after the other's confidential information and only use it for the purposes of our agreement.

11.1 Each of us may receive information from the other that is confidential. Each of us agrees to keep the other's confidential information confidential, to use it only for the purposes of the Agreement, and to share it only with people who need to know it and are under similar obligations.

11.2 This doesn't apply to information that is or becomes public (other than through a breach of the Agreement), that a party already knew, that it develops independently, or that it's required to disclose by law.

11.3 Our confidential information. Our confidential information includes non-public information about the Platform, including pricing, product design, source coverage, workflows, prompts, taxonomies, rankings, our internal reports, Connector and API documentation, security information, roadmap, and usage analytics.

12. Warranties, and your rights under NZ law

We provide Lumini "as is". If you're using it in trade, the Consumer Guarantees Act doesn't apply. Nothing here removes rights you can't legally sign away.

12.1 Except as expressly stated in the Agreement, the Services are provided "as is". To the extent the law allows, we exclude all other warranties, whether express or implied, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We don't warrant that the Services will be uninterrupted or error-free.

12.2 Consumer Guarantees Act and Fair Trading Act. You acquire the Services for the purposes of a business, and you agree that the guarantees and provisions of the Consumer Guarantees Act 1993 and sections 9, 12A, 13, and 14(1) of the Fair Trading Act 1986 do not apply, as permitted by section 43 of the Consumer Guarantees Act and section 5D of the Fair Trading Act. You agree it's fair and reasonable to contract out of them.

12.3 Nothing in the Agreement excludes or limits any right or remedy that can't legally be excluded or limited.

12.4 Third-party services. The Services may let you connect to or use third-party products, services, or APIs, for example, integrations you choose to enable. Those third parties are independent of us and may have their own terms; we're not responsible for them and don't warrant them. If you enable a connection, you confirm you have the right to share the relevant data with that third party.

13. Liability

There's a cap on what either of us can owe the other, and neither of us is liable for indirect or consequential losses. Some claims are capped higher, and a few, like fraud, unlawful misuse, and misuse of our intellectual property, aren't capped at all.

13.1 No indirect loss. Neither of us is liable to the other for any indirect or consequential loss, or for loss of profit, revenue, savings, goodwill, reputation, or data, however it arises.

13.2 Cap on liability. To the extent the law allows, each party's total liability under or in connection with the Agreement is limited, in aggregate, to the total Fees you paid us in the 12 months before the event giving rise to the liability.

13.3 Data. If your Customer Data is lost or corrupted while we're providing the Services, our responsibility is limited to using reasonable efforts to restore it from our most recent available backup.

13.4 Higher cap for some claims. For breaches of confidentiality (section 11) and for a party's indemnity obligations, the cap in 13.2 is replaced by a cap of three times the Fees paid in the 12 months before the event giving rise to the liability.

13.5 Claims that aren't capped. Nothing in this section limits liability for: fraud or wilful misconduct; your unlawful use of the Services; non-payment of Fees; your breach of section 4 (how you may use Lumini) or section 10 (our intellectual property), including reverse engineering, prohibited connector use, or competing use; or any liability that can't be limited by law (such as personal injury caused by negligence).

14. Your indemnity to us

If your data or your misuse of Lumini causes a third-party claim against us, you'll cover us for it.

14.1 You indemnify us against loss we suffer from a third-party claim arising out of your Customer Data, or your or your Authorised Users' use of the Services in breach of the Agreement or the law, except to the extent the loss was caused by our own breach or negligence.

15. Availability, changes, and support

We aim to keep Lumini available and to support you during business hours. Occasionally we need downtime for maintenance, and we'll improve and change the Services over time.

15.1 Availability. We'll use reasonable efforts to keep the Services available. From time to time we may need to carry out maintenance, which can involve some downtime. We'll try to give you notice of planned maintenance where we can.

15.2 Changes to the Services. We regularly improve the Services and may add, change, or remove features, and we may make some features available only on certain Plans. We won't make a change that materially reduces the core Services you're paying for under your Plan during your current term, except where we need to for legal or security reasons.

15.3 Support. We provide support during New Zealand business hours at support@lumini.nz.

15.4 Beta and experimental features. We may offer new or experimental features, for example, new Connectors or Integrations, on a trial or "beta" basis. These are provided "as is", may change or be withdrawn at any time, and aren't covered by any availability commitment or warranty.

16. Changes to these Terms

We may update these Terms, but we'll give you notice of material changes, changes won't apply backwards, and we may ask you to actively accept the new version.

16.1 We may update these Terms. We'll give you at least 30 days' written notice of any material change before it takes effect, by email or through the Platform. Changes won't apply retrospectively.

16.2 For some changes - especially material ones - we may ask you to accept the updated Terms by an affirmative action, such as ticking a box the next time you sign in. If we do, you'll need to accept the updated Terms to keep using the Services after the date we give you.

16.3 If we don't ask you to accept a change that way, continuing to use the Services after the change takes effect means you accept it. Either way, if a material change isn't acceptable to you, you can choose not to renew your Service Agreement at the end of your current term.

16.4 We'll keep the previous version of these Terms available so you can see what changed.

17. Things that can go wrong outside our control

Neither of us is responsible for failures caused by events beyond our reasonable control.

17.1 Neither of us is liable for any delay or failure to perform caused by an event beyond our reasonable control, for example, internet or utility failures, natural disasters, or actions of government. We'll each take reasonable steps to limit the impact and resume performance as soon as we can.

18. Resolving disputes

If something goes wrong, let's try to sort it out together first.

18.1 If a dispute arises, the party raising it will give the other written notice with the details. Senior people from each side will then try, in good faith, to resolve it before starting court proceedings (other than for urgent relief).

18.2 If it isn't resolved within 10 business days, either party may take the matter further.

18.3 Time limit for claims. To the extent the law allows, neither party may bring a claim under or in connection with the Agreement more than 12 months after it first became aware, or should reasonably have become aware, of the facts giving rise to the claim.

18.4 Urgent relief. You acknowledge that a breach of section 4, 10, or 11 may cause harm that damages alone can't adequately remedy. We may seek urgent injunctive or other equitable relief for such a breach without first following the dispute process in this section.

19. General

A few standard but important points to round things out.

19.1 Notices. Notices under the Agreement must be in writing. You can send us notices by email at notices@lumini.nz. We'll send notices to you by email, to the address in your Service Agreement, or, if you don't have a Service Agreement, the email address registered to your account, or through the Platform, such as an in-app message. However, any notice about ending the Agreement, or about a breach of it, must be sent by email.

Please keep your account email current. A notice we send to the most recent email address you've given us counts as received even if you don't read it or it lands in a spam or junk folder, and is treated as received on the day we send it (or the next business day, if we send it outside business hours). This doesn't apply if we receive an automated message telling us the email couldn't be delivered, in which case we'll send the notice another way.

19.2 Assignment. You may not transfer the Agreement without our written consent. We may transfer it to another entity, for example if our business is sold or restructured; we'll tell you if we do.

19.3 Marketing. We'll only name you as a customer, or use your name or logo in our marketing, if you've given us permission to, for example, in your Service Agreement or in writing. You can withdraw that permission at any time by emailing support@lumini.nz, and we'll stop using it within 30 days.

19.4 Waiver. If we don't enforce a right, that's not a waiver of it. Any waiver must be in writing.

19.5 Severability. If part of these Terms is found to be unenforceable, it's modified only as far as needed to make it work, or removed, and the rest stays in force.

19.6 Entire agreement. The Agreement is the whole agreement between us about the Services, and replaces anything discussed or agreed earlier.

19.7 Survival. Any clauses that are meant to keep operating after the Agreement ends will continue to do so, including sections 4, 9, 10, 11, 12, 13, and 14.

19.8 Relationship of the parties. We're an independent supplier and you're our customer. Nothing in the Agreement makes us partners, or either of us the agent or employee of the other.

19.9 No third-party beneficiaries. The Agreement is for the benefit of you and us only. No other person has any right to enforce it, including under the Contract and Commercial Law Act 2017.

19.10 Governing law. The Agreement is governed by New Zealand law, and each party submits to the exclusive jurisdiction of the New Zealand courts.