1 Scope of Application

These Terms of Service (“Terms”) govern all contractual relationships between Yumi (“Yumi”, “Provider”) and business customers (“Customer”) relating to the use of the Yumi platform accessible at www.yumiassistant.com (“Platform”), including all digital tools, cloud-based functionalities, software modules, hosting services, communication tools, and related services provided through the Platform.

The Services are intended exclusively for business users acting in the exercise of their commercial or professional activities. Yumi does not enter into contracts with consumers.
By completing the registration process, clicking the “Register with a Paid Subscription” button, and accepting these Terms, the Customer submits a legally binding offer to enter into a subscription contract. The agreement becomes effective once Yumi confirms the registration (e.g., by email).
Customer terms and conditions do not apply unless expressly accepted in writing by Yumi.

The Customer may only use the Services if it agrees to these Terms. If the Customer does not agree, the Services must not be used.

2 Subject Matter of the Agreement

Yumi provides software-based digital services that enable the Customer to utilize a variety of functional modules including, but not limited to:

• website creation and hosting,

• CRM and customer management,

• marketing automation,

• scheduling and booking tools,

• communication and messaging tools,

• virtual phone functionalities,

• and any additional features listed on the Platform.
  
  
  

The descriptions of features on the Platform are not binding offers by Yumi. Instead, they serve as invitations for the Customer to submit an offer by completing the registration process.

Certain features rely on external third-party providers (“Third-Party Providers”). Yumi acts as the main contractual partner toward these Third-Party Providers and makes their functionalities available as part of the Services.

The Customer remains fully responsible for all data, instructions, content, or actions it transmits to or performs via Third-Party Providers. This includes compliance with the respective third-party terms.

Yumi does not guarantee the permanent availability, scope, or continuity of Third-Party Provider features and may replace or discontinue such integrations at any time. The Customer acknowledges the possibility of disruptions or early discontinuations (e.g., due to insolvency or termination by the Third-Party Provider).

Yumi may change or expand the Services at any time. In the event of material changes that significantly alter the nature or scope of the Services, Yumi will inform the Customer at least three months in advance whenever reasonably possible.

If the Customer violates these Terms or Yumi has reasonable suspicions thereof, Yumi may suspend access to the Services until compliance is ensured.

3 Registration and Customer Account

3.1 Eligibility and Business Requirement
The Services are available exclusively to business users acting in the course of their commercial or professional activities. By registering an account, the Customer confirms that it is a business within the meaning of the applicable commercial law and that no consumer rights apply. Yumi may request appropriate evidence of business status at any time.

3.2 Registration Process and Information Obligations
The Customer must complete the registration form truthfully, fully, and accurately. This includes providing all information required to identify the Customer, its authorized representatives, billing details, and any other information reasonably requested by Yumi.
The Customer is obligated to update its information without delay if it changes during the term of the agreement. Incomplete, false, or misleading information may result in refusal, suspension, or termination of the account.

3.3 Authorised Users and Internal Access Control
If the Customer permits employees or other authorized individuals to use the Services under its account (“Authorized Users”), the Customer is responsible for ensuring that such persons:

·       are properly authorized,

·       comply fully with these Terms,

·       use the Services solely for the Customer’s internal business purposes.
The Customer is liable for all acts and omissions of Authorized Users as if they were its own.

3.4 Account Credentials and Security Obligations
The Customer must ensure the confidentiality and security of all login credentials.
This includes:

·       preventing access by unauthorized third parties,

·       implementing adequate technical and organizational security measures,

·       regularly updating passwords,

·       monitoring account activity.
The Customer is responsible for all activities carried out via its account unless Yumi is responsible for a security breach.

3.5 Prohibition of Automated Registrations and Account Transfer
Automated registration processes, bot registrations, mass account creation or similar automated mechanisms are strictly prohibited.
The Customer may not transfer, sell, lease, or otherwise assign its user account to third parties without Yumi’s prior written consent.

3.6 Verification and Acceptance by Yumi
All registrations are subject to review by Yumi. Yumi may:

·       verify the provided information,

·       request additional documentation,

·       refuse registration without stating a reason,

·       revoke access at any time if misuse, false information, legal violations, or security risks are identified.
The Customer has no entitlement to account creation or continued access.

3.7 Use of the Account and Contractual Purpose
The Customer may use the account exclusively within the scope of these Terms and for the contractually agreed purposes.
Any use for illegal activities, for competing services, for benchmarking, or in violation of intellectual property rights is prohibited. Yumi reserves the right to monitor compliance to the extent permitted by law.

3.8 Account Suspension Due to Misuse
If Yumi becomes aware of unauthorized access, security breaches, misuse, or violations of these Terms, Yumi may temporarily suspend or permanently block the Customer’s account. Fees continue to apply during periods of suspension unless Yumi is responsible for the underlying issue.

3.9 Customer Responsibility for Data Backup
The Customer remains solely responsible for backing up all data entered into the Platform. Yumi does not assume responsibility for loss of data resulting from insufficient backups performed by the Customer.

4 Fees and Payment Terms

4.1 General Fee Structure and Price Display
The use of certain Yumi services requires payment of recurring subscription fees (“Fees”) or one-time setup fees (“Setup Fees”).
All applicable Fees are displayed on the Platform at the time of registration or order completion. Unless otherwise stated, all Fees are exclusive of applicable taxes, VAT, duties, or government charges, which may be added where legally required.

4.2 Due Date and Formation of Payment Obligations
Setup Fees become due immediately upon the conclusion of the Agreement.
Recurring Fees become due in advance at the beginning of each billing period. The Customer agrees that invoices may be issued electronically and provided via email or through the Customer account.

4.3 Billing Cycle and Advance Payment Requirement
Unless otherwise agreed, the Services operate on a monthly subscription cycle.

·       Fees are billed monthly in advance.

·       The billing period begins on the date of the initial activation of the subscription.

·       If the activation occurs mid-month, the billing cycle still follows the original date of activation (“monthly anniversary model”).

Unused Services, credits, quotas, or capacities expire at the end of the billing period and are not carried over or refunded.

4.4 Payment Processing via Stripe
All payments are processed via Stripe (Stripe Payments Europe, Ltd.) as an external payment service provider.
The Customer may choose from the payment methods supported by Stripe, such as:

·       SEPA Direct Debit

·       Credit Card

·       Any other payment methods displayed on the Platform during checkout

By selecting a payment method, the Customer authorizes Stripe to process payments in accordance with Stripe’s respective terms and conditions.

Yumi does not store or process credit card or bank details.

4.5 Failed or Rejected Payments
If a payment is refused, reversed, or cannot be processed (including SEPA returns, credit card declines, or chargeback attempts):

Yumi may:

·       retry payment collection,

·       request immediate payment via alternative method,

·       charge administrative costs for failed transactions (if applicable under local law),

·       temporarily suspend access to the Services until payment is completed,

·       issue reminders and/or collection notices.

Fees continue to apply during any suspension caused by payment failure.

4.6 Late Payment (Default) and Interest
If the Customer does not meet payment deadlines:

·       Yumi may charge late payment interest of 9 percentage points above the statutory base interest rate,

·       Yumi may restrict or suspend access to the Services until payment is made,

·       legal collection procedures may be initiated.

Suspension due to late payment does not stop the accrual of Fees.

4.7 Currency, Taxes, and International Fees
Unless stated otherwise, all Fees are payable in the currency displayed during checkout.
For international Customers:

·       currency conversion fees may apply,

·       the Customer is responsible for import duties, foreign taxes, or withholding taxes,

·       Yumi may gross-up invoices where withholding tax applies (i.e., Customer bears withholding tax unless legally prohibited).

This extension is necessary for global enforceability.

4.8 No Refunds / No Credits
Payments already made are non-refundable unless:

·       Yumi is responsible for a failure to provide the Services, or

·       mandatory legal refund rights apply.

Non-use of Services does not entitle the Customer to a refund or reduction of Fees.

4.9 Upgrade, Downgrade and Plan Changes

Upgrades:

·       Can be performed at any time.

·       Pro-rata Fees for the remainder of the billing period will be charged immediately.

Downgrades:

·       Are only effective at the end of the current billing period unless Yumi agrees otherwise.

·       Functions or data linked to non-included features may become inaccessible or deleted.

Customer is responsible for backing up data before downgrading.

4.10 Price Adjustments
Yumi may change Fees at any time with 30 days’ prior notice.
The Customer will be informed via email or via the Platform.

If the Customer does not object and continues using the Services after the effective date, the revised Fees are deemed accepted.

Price increases may occur due to:

·       inflation,

·       increased operational costs,

·       changes in Third-Party Provider fees,

·       changes in law or security requirements.

4.11 Offsetting, Retention, and Disputed Amounts
The Customer may only offset or withhold payments based on:

·       undisputed claims,

·       legally established claims,

·       claims explicitly accepted in writing by Yumi.

Disputed invoices must be raised within 14 days of receipt; otherwise they are deemed accepted.

4.12 Assignment of Claims
Yumi may assign its payment claims to third parties, such as:

·       collection agencies,

·       factoring companies,

·       affiliated payment processors.

The Customer will be notified where legally required.

Assignment does not change the Customer’s contractual obligations.

4.13 Yumi’s Right to Suspend Services
Yumi may suspend the Customer’s access if:

·       payments are overdue,

·       credit card expiration or SEPA failure occurs and is not resolved,

·       chargeback attempts are made.

Suspension does not constitute termination and does not relieve the Customer from its payment obligations.

4.14 Customer Duty to Cooperate in Payment Matters
The Customer must:

·       maintain valid, up-to-date payment methods,

·       update expired credit cards or bank details,

·       monitor billing emails and invoice notifications,

·       promptly inform Yumi of payment issues or suspected unauthorized transactions.

4.15 Binding Nature of Billing Periods
All billing periods are binding once initiated.

Changing billing cycles (e.g., switching from monthly to annual payment) is only permitted with Yumi’s written consent and may require a new calculation of Fees.

5 Term, Termination and Account Deletion

5.1 Contract Duration and Automatic Renewal
The Agreement is entered into for an indefinite term unless otherwise specified in the order form or on the Platform.
Unless terminated in accordance with this Section 5, the subscription automatically renews monthly, each time for an additional one-month period, based on the date of initial activation.

The Customer is responsible for monitoring renewal dates and subscription terms. Yumi is not required to send renewal reminders unless required under mandatory local law.

5.2 Ordinary Termination by the Customer
The Customer may terminate the Agreement at any time by providing 14 days’ written notice effective at the end of the then-current month.

Termination may be issued via email or through any termination mechanism provided in the Customer account.

For clarity:

·       Termination becomes effective only at the end of the billing period.

·       No refunds or pro-rated credits are issued for unused subscription time.

5.3 Termination by Yumi
Yumi may also terminate the Agreement with 14 days’ notice to the end of a month, without requiring any justification.
Yumi may issue such notice via email or through notifications inside the Platform.

5.4 Termination for Cause
Both parties may terminate the Agreement with immediate effect if there is a “material reason” making continuation of the contractual relationship unreasonable.

Material reasons include, but are not limited to:

·       Repeated or persistent non-payment, even after reminders,

·       Initiation of insolvency proceedings,

·       Serious or repeated breaches of contractual obligations,

·       Violation of laws or regulatory requirements using the Services,

·       Endangerment of system integrity, security, or third-party rights,

·       Misuse of the Services for fraudulent, harmful, or unlawful purposes.

Yumi may also terminate immediately if continuing to provide the Services:

·       exposes Yumi to legal risks,

·       violates obligations toward third-party providers,

·       or risks sanctions under export control laws.

Such termination does not release the Customer from outstanding payment obligations.

5.5 Suspension vs. Termination
Before issuing an extraordinary termination, Yumi may, at its discretion, temporarily suspend the Customer’s account, especially if:

·       invoices remain unpaid,

·       there is suspected fraudulent or illegal behavior,

·       the Customer’s use threatens system stability,

·       data security incidents occur.

Suspension is not a termination and does not stop subscription fees from accruing.

5.6 No Termination Through Account Deletion Alone
Deleting the Customer account or removing access credentials does not constitute termination of the Agreement unless accompanied by an explicit termination notice in accordance with Section 5.2 or 5.3.

Yumi is not responsible for subscription fees continuing to accrue if the Customer deletes its login but fails to submit a valid termination notice.

5.7 Effects of Termination on Service Access
Upon the effective termination date:

·       Access to the Platform and all Services will be disabled,

·       Any active automation, campaigns, workflows, integrations, or hosted content may be deactivated,

·       Certain features may cease immediately if they rely on Third-Party Provider contracts terminated concurrently.

Yumi may, but is not obligated to, retain data temporarily for technical reasons.

5.8 Data Deletion and Retention Periods
After termination, Yumi will delete Customer data stored on its systems, unless:

·       statutory retention duties apply,

·       deletion is technically infeasible within a short timeframe,

·       or the Customer explicitly requests earlier deletion where legally permissible.

Retention duties may include:

·       tax documentation laws,

·       commercial code retention periods,

·       payment documentation requirements.

Customer data may also remain in encrypted backups until those backups expire.

5.9 Customer Obligation to Export Data Before Termination
The Customer is solely responsible for exporting its data prior to the termination date.
Yumi does not guarantee data recovery after termination and assumes no liability for data lost due to:

·       failure to export in time,

·       loss of access after termination,

·       deleted or overwritten content.

Yumi may, upon request and for a fee, assist with data export.

5.10 Continuing Obligations After Termination
The following obligations survive termination:

·       confidentiality (Section 10),

·       indemnities (Section 8.6),

·       outstanding payment obligations,

·       intellectual property restrictions,

·       export control compliance,

·       liability limitations.

5.11 Termination Does Not Affect Past Payments
Termination—whether ordinary or extraordinary—
does not entitle the Customer to refunds of Fees already paid.
This applies even if the Customer has not used the Services during the billing period.

5.12 Notice Requirements and Effective Date
Notices of termination must be issued:

·       in writing (email is sufficient),

·       by an authorized representative of the party,

·       including company name and account identifier.

Termination becomes effective only when Yumi confirms receipt or when the Customer receives automated confirmation via the Platform.

6 Provider Rights and Service Availability

6.1 Standard of Performance and General Responsibilities
Yumi provides the Services with reasonable professional skill, industry-standard care, and in accordance with modern technical practices.
However, the Customer acknowledges that:

·       the Services are cloud-based and depend on external technical infrastructure,

·       uninterrupted availability cannot be guaranteed,

·       performance also depends on the Customer’s hardware, software, and internet connection,

·       slight deviations from descriptions on the Platform do not constitute defects.

Yumi does not guarantee that the Services will meet Customer’s specific business needs unless expressly agreed in writing.

6.2 Development, Updates, Modifications and New Features
Yumi continuously improves and expands the Services.
The Customer acknowledges that Yumi may:

·       modify existing functionalities,

·       add new features,

·       remove outdated functions,

·       change the technical architecture,

·       adjust the user interface,

·       integrate or replace Third-Party services.

These changes do not constitute a defect or breach of contract as long as the overall contractual purpose remains fulfilled.

Where changes materially affect the Customer, Yumi will provide reasonable advance notice.

6.3 Availability and Service Uptime

Yumi strives for high availability but does not guarantee any specific uptime unless expressly agreed in a separate Service Level Agreement (SLA).
Availability may be limited due to:

·       scheduled maintenance,

·       emergency maintenance,

·       updates and improvements,

·       outages caused by Third-Party Providers,

·       internet or hosting disruptions beyond Yumi’s control,

·       force majeure events (e.g., power failure, DDoS attacks, natural disasters).

Where feasible, Yumi will announce scheduled downtime in advance.

6.4 Maintenance Windows and Planned Downtime
Planned maintenance may temporarily restrict or interrupt access.
Yumi will:

·       conduct maintenance outside peak usage times when reasonably possible,

·       communicate expected downtime in advance via email or Platform notifications,

·       minimize the impact on system usability.

The Customer is not entitled to reimbursement for downtime resulting from maintenance.

6.5 Unforeseen Disruptions and Emergency Measures
In cases of urgent need (e.g., security breaches, DDoS attacks, system instability), Yumi may:

·       immediately suspend or limit access,

·       isolate parts of the system,

·       shut down critical functionalities temporarily,

·       take emergency updates live without prior notice.

Such emergency measures are considered contractually permissible and do not entitle the Customer to claims for compensation.

6.6 Third-Party Providers and External Dependencies
Some features rely on external providers (hosting, messaging, telephony, payment processing, CRM integration).
Yumi is not liable for downtime, errors, discontinuation, or changes in functionality caused by such Third-Party Providers.

This includes disruptions due to:

·       API changes,

·       service outages,

·       account-level restrictions imposed by the Third-Party Provider,

·       technical discontinuations or end-of-life policies.

Yumi may replace Third-Party Providers at any time.

6.7 Security, Abuse Prevention and Platform Integrity
To protect system integrity, Yumi may take any measures reasonably necessary, including:

·       restricting certain actions or functionalities,

·       limiting abnormal usage patterns,

·       throttling suspicious traffic,

·       blocking malicious IP addresses,

·       applying automated fraud-prevention tools.

These measures ensure compliance with security requirements and prevent service degradation for other customers.

6.8 Suspension of Accounts for Violations or Risks
Yumi may temporarily or permanently suspend access if the Customer:

·       violates these Terms,

·       uses the Services unlawfully,

·       endangers system stability or security,

·       provides false registration information,

·       engages in abusive behavior toward Yumi staff,

·       fails to pay Fees when due.

Suspension does not constitute termination and does not release the Customer from payment obligations.

6.9 No Guarantee for Specific Results
Yumi provides tools, but does not guarantee:

·       specific business outcomes,

·       conversion rates,

·       marketing performance,

·       increased revenue,

·       or that the Services fit any particular use case beyond the described functionality.

The Customer remains solely responsible for business decisions based on the Services.

6.10 Customer Cooperation Obligations
The Customer must support Yumi to enable smooth service provision, including:

·       using compatible hardware/software,

·       enabling relevant browser features (e.g. cookies, scripts),

·       ensuring stable internet connectivity,

·       reporting issues promptly with sufficient detail to allow diagnosis.

Failure to cooperate may affect service performance without constituting a breach by Yumi.

6.11 Feedback Rights and Use of Suggestions
The Customer may voluntarily provide feedback, suggestions, feature requests, or improvements (“Feedback”).
The Customer grants Yumi a perpetual, worldwide, irrevocable, royalty-free license to:

·       use, reproduce, modify, and implement such Feedback,

·       incorporate it into the Services or other products,

·       do so without obligation to compensate or credit the Customer.

There is no obligation on Yumi to implement any Feedback.

6.12 Documentation and Support Resources
Yumi provides documentation, tutorials, FAQs, or other support resources at its discretion. These materials may be updated or removed at any time.
Provision of help materials does not constitute a guarantee of support availability or response time unless otherwise agreed contractually.

6.13 No SLA Unless Explicitly Agreed
Unless the Customer has entered a separate Service Level Agreement (SLA) with Yumi, no guaranteed minimum uptime, response time, or support timeline is owed.
Any support or response times communicated informally are non-binding.

7 License Rights and Intellectual Property

7.1 Limited License Grant to the Customer
During the term of the Agreement, Yumi grants the Customer a limited, revocable, non-exclusive, non-transferable, and non-sublicensable license to access and use the Services solely for its internal business purposes and strictly in accordance with these Terms.

This license does not constitute a sale or transfer of ownership.

The Customer obtains no rights beyond those expressly stated herein.

7.2 Ownership of Software, Systems, Templates and Tools
All intellectual property rights, including copyrights, trade secrets, software code, modules, automation logic, templates, website layouts, design frameworks, scripts, internal tools, documentation, and all other components of the Services remain the exclusive property of Yumi.

Unless explicitly agreed otherwise in writing:

·       no title, ownership, or intellectual property rights are transferred to the Customer,

·       Yumi retains full ownership of all pre-existing and newly developed materials,

·       the Customer may not copy, alter, decompile, adapt, or create derivative works based on the Services.

7.3 Websites Created by Yumi
Websites produced or configured by Yumi (including templates, structures, design systems, automation setups, and technical implementations) remain the intellectual property of Yumi unless a separate written agreement provides otherwise.

Where a transfer of usage rights is agreed:

·       such transfer occurs only upon full payment of all fees,

·       Yumi may retain internal components, scripts, or template logic for other projects,

·       the Customer receives only the agreed scope (e.g., simple usage right, or exclusive design right).

7.4 Individually Created Content (Custom Work)
Where Yumi creates custom content specifically for the Customer (such as logos, branding elements, graphics, text content, individual templates, custom website designs, scripts or automations), such content becomes the Customer’s property only after full payment of all applicable fees.

Until full payment:

·       Yumi retains ownership,

·       the Customer receives only a provisional usage license,

·       Yumi may revoke usage if the Customer is in payment default.

7.5 Customer-Provided Content and Customer Data
All content, data, files, information, media, or materials uploaded, submitted, imported, or otherwise provided by the Customer (“Customer Content”) remain the sole property of the Customer.

The Customer grants Yumi a limited, worldwide, royalty-free license to:

·       store, process, display, reproduce, transmit,

·       and otherwise use Customer Content
solely to the extent necessary to provide the Services.

This includes automated processing (e.g., AI tools, workflows, integrations).

Yumi does not obtain ownership of Customer Content.

7.6 Restrictions on Use of the Services and Licensed Materials
The Customer may not, unless explicitly permitted in writing by Yumi:

·       sublicense, rent, lease, sell, or distribute the Services or any part thereof,

·       provide access to third parties (except authorized employees),

·       use Yumi systems to build or compete with similar services,

·       reproduce or copy templates, designs, or frameworks for external resale,

·       manipulate or modify internal structures,

·       decompile, reverse engineer, or extract source code,

·       remove copyright notices or proprietary labels,

·       publish performance or benchmarking results of Yumi’s Services.

Any violation of this section constitutes a material breach leading to suspension or termination.

7.7 Data Export After Termination
The Customer may export its Customer Content and Customer Data before termination or request export from Yumi, provided it is technically feasible.

After termination:

·       Yumi is not obligated to store Customer data indefinitely,

·       deleted data may not be recoverable,

·       assistance with export may incur additional fees,

·       data may remain in encrypted backups until backup expiration.

7.8 Use of Feedback, Ideas and Suggestions
If the Customer submits ideas, feature requests, suggestions, or improvements (“Feedback”), the Customer grants Yumi a perpetual, irrevocable, global, royalty-free right to:

·       use, implement, adapt, modify, integrate, or commercialize such Feedback

·       without attribution or compensation

·       without obligation to implement it.

7.9 Open-Source Components
Some parts of the Services may contain or interact with open-source software.
Such components remain subject to their respective open-source licenses.

Where legally required:

·       Yumi will provide access to license texts,

·       open-source components may impose obligations on the Customer (e.g., attribution requirements),

·       the Customer must comply with all applicable open-source terms.

7.10 Intellectual Property in Trademarks, Branding and Marketing Materials
All trademarks, logos, service names, and brand assets used by Yumi are the exclusive intellectual property of Yumi.
The Customer may not:

·       use Yumi’s branding,

·       claim Yumi’s services as its own,

·       remove branding from templates where technically required,

·       imply partnership without written permission,

·       create similar or confusingly similar marks.

Any permitted use is limited to factual or descriptive references.

7.11 Retention of Rights / No Implied Licenses

All rights not expressly granted to the Customer remain with Yumi.

Nothing in these Terms grants the Customer:

·       ownership,

·       exclusive rights,

·       or any rights by implication or estoppel.

7.12 Protection of Yumi Intellectual Property
Yumi reserves the right to take any necessary actions to protect its intellectual property, including:

·       disabling misuse or unauthorized copying,

·       restricting suspicious or abusive accounts,

·       removing infringing content,

·       legally enforcing misuse or unauthorized reproduction.

8 Customer Obligations

8.1 General Duty of Lawful Use
The Customer must use the Services exclusively in compliance with:

·       these Terms,

·       all applicable laws and regulations,

·       industry standards,

·       third-party terms applicable to integrated services (e.g., WhatsApp/Meta, email providers, telephony),

·       and contractual obligations.

The Customer may not use the Services for any illegal, unethical, misleading, fraudulent, harmful, or deceptive activities.

8.2 Responsibility for Customer Content and Rights Clearance
The Customer is solely responsible for:

·       all content, data, media, and information uploaded, input, or transmitted via the Services,

·       ensuring that all such content is accurate, lawful, and free of viruses,

·       holding all necessary rights, licenses, and consents to use such content,

·       ensuring that no intellectual property, personality, privacy, contractual, or other rights of third parties are infringed.

If the Customer processes personal data of third parties, the Customer must ensure that it has the necessary legal authorization.

8.3 Cooperation and Provision of Necessary Resources
To enable Yumi to provide the Services correctly, the Customer must provide:

·       timely access to all required data, passwords, systems, and accounts,

·       all materials required for setup, onboarding, configuration, or integration,

·       accurate instructions where content, websites, workflows, or automations are to be created,

·       access to third-party tools used by the Customer (e.g., domain providers, email services, CRM accounts).

Delays caused by lacking Customer cooperation do not constitute service defects.

8.4 Account Security and Access Control
The Customer must:

·       protect login credentials,

·       implement appropriate security measures (passwords, 2FA, device protection),

·       restrict access to authorized personnel only,

·       monitor usage within its organization,

·       immediately notify Yumi of any suspected misuse, unauthorized access, security breach, or loss of credentials.

The Customer is fully responsible for all activities performed using its account.

8.5 Compliance with Communication and Marketing Laws
If the Customer sends emails, SMS, WhatsApp messages, push notifications, or other communications using the Services, the Customer must comply with:

·       international anti-spam rules,

·       opt-in and consent requirements,

·       EU, U.S., and GCC marketing regulations,

·       WhatsApp/Meta policies,

·       telecommunication and consumer protection laws,

·       sender identification requirements,

·       and any country-specific restrictions.

Yumi is not responsible for the Customer’s unlawful communication activities.

8.5a Role Allocation for Customer Communications

Where the Customer uses the Services to communicate with its own customers or prospects (including via WhatsApp or other messaging channels), the Customer acts as the sole decision-maker and data controller with regard to the purposes, content, timing, recipients, and legal basis of such communications.

Yumi provides the Services exclusively as a technical infrastructure and does not independently initiate communications, select target audiences, determine message content, or assume responsibility for the legality of Customer communications.

8.6 Prohibited Content
The Customer may not upload, transmit, or publish content that is:

·       illegal, harmful, abusive, defamatory, or hateful,

·       sexually explicit or pornographic,

·       extremist, politically radical, or discriminatory,

·       misleading, fraudulent, or deceptive,

·       violating third-party rights (copyright, trademark, privacy, contract, trade secrets),

·       containing viruses, malware, ransomware, trojans, or harmful scripts,

·       infringing platform or API rules of external providers (Meta, Google, etc.)

Yumi may remove such content or suspend access without prior notice.

8.7 Prohibited Conduct and Technical Restrictions
The Customer must not:

·       attempt to circumvent, disable, or manipulate security features,

·       perform penetration testing or reverse engineering,

·       interfere with the Services in any way,

·       excessively automate access (bots, scraping, mass requests),

·       reproduce, sell, sub-license, or commercially exploit the Services,

·       impersonate third parties or misuse communication features,

·       use the Services to create competing products.

Any such misuse constitutes a material breach permitting suspension or termination.

8.8 Responsibility for Authorised Users
If the Customer allows internal employees or contractors to use the Services, the Customer is responsible for ensuring:

·       such persons comply with these Terms,

·       access is limited to the scope of their authorization,

·       accounts are disabled when employment ends.

The Customer is liable for all misuse by Authorized Users.

8.9 Responsibility for Technical Compatibility
The Customer must ensure that its devices, browsers, software, and network environment:

·       meet Yumi’s minimum requirements,

·       are kept up to date,

·       do not block essential functionalities (cookies, scripts, APIs),

·       provide sufficient stability for cloud operations.

Failures caused by inadequate Customer technology do not constitute service downtime.

8.10 Independent Data Backups
The Customer is responsible for maintaining its own backups of relevant data and content.
Yumi does not assume liability for data loss resulting from missing Customer backups.

8.11 Customer Responsibility for Legal Compliance of Websites and Marketing
If the Customer builds or operates websites, landing pages, or funnels using the Services, the Customer is solely responsible for ensuring:

·       correct legal notices (imprint, privacy policy, cookie notices),

·       correct contract and disclosure obligations,

·       compliance with local e-commerce rules,

·       accessibility to the extent required by law,

·       ensuring that landing pages comply with advertising laws (e.g., in the EU, Qatar, UK, USA).

Yumi does not provide legal advice.

8.12 No Transfer of Account Without Permission
The Customer may not transfer or sell its user account or subscription to third parties without Yumi’s prior written consent.
Unauthorized account transfers are invalid and may result in suspension.

8.13 Obligation to Report Issues
The Customer must promptly report:

·       bugs,

·       technical issues,

·       suspected security breaches,

·       suspicious activity,

·       unauthorized access,

·       compliance-relevant incidents.

Delayed reporting may increase damage and reduce Yumi’s liability.

8.14 Indemnification
The Customer shall indemnify, defend, and hold Yumi harmless from and against any and all claims, damages, losses, fines, penalties, liabilities, costs, and expenses (including reasonable legal fees) arising out of or relating to:

·       violation of these Terms,

·       unlawful use of the Services,

·       infringement of third-party rights by Customer Content,

·       violations of communication, privacy, copyright, or marketing laws,

·       misuse of integrations or APIs,

·       failure to obtain necessary consents or rights,

·       actions or omissions of the Customer or its Authorized Users.

This obligation continues after the Agreement ends.

9 Intellectual Property Rights

9.1 Ownership of Pre-Existing Intellectual Property
Each party retains full ownership of all intellectual property rights, materials, technologies, data, methodologies, know-how, trademarks, trade secrets, and copyrights that existed prior to the commencement of this Agreement or were developed independently of it.

Nothing in this Agreement transfers or assigns any pre-existing intellectual property rights unless expressly and separately agreed in writing.

9.2 Ownership of the Platform, Software and All Included Components
All components of the Services, including but not limited to:

·       software code,

·       automation logic,

·       APIs,

·       workflows,

·       scripts,

·       templates,

·       design systems,

·       AI models and training data,

·       internal tools,

·       configurations,

·       dashboards,

·       instructional materials,

·       databases,

·       system architecture

remain the exclusive intellectual property of Yumi.

The Customer receives only a temporary usage license as outlined in Section 7.

No intellectual property rights are sold, transferred, or assigned through subscription fees.

9.3 Ownership of Websites, Landing Pages and Funnels Created by Yumi
Unless expressly agreed otherwise in a written and separately executed agreement:

·       all websites, landing pages, funnels, templates, structures, modules, and visual layouts produced using Yumi’s proprietary systems,

·       including custom CSS/JS, automation frameworks, integration logic, and technical project assets

remain the property of Yumi.

The Customer receives a non-exclusive right to use such assets only for the duration of the Agreement.

If a transfer of rights is agreed:

·       it becomes effective only after full payment,

·       Yumi may retain technical elements that are general in nature and used across multiple customers.

9.4 Ownership of Custom Design, Branding or Creative Work
Where Yumi creates custom deliverables such as:

·       bespoke branding,

·       logos,

·       graphics,

·       content,

·       individual templates,

·       individualized website designs,

·       scripts or automations specifically developed for the Customer,

such materials become the Customer’s property only after all applicable Fees have been fully paid.

Until full payment, Yumi retains all ownership rights and may revoke interim usage permissions.

9.5 Customer Content and Customer Data
All data, content, media, files, text, graphics, documents, information, or other materials uploaded, submitted, or otherwise provided by the Customer (“Customer Content” / “Customer Data”) remain the exclusive property of the Customer.

The Customer grants Yumi a limited, non-exclusive, worldwide, royalty-free license to use such content solely as required to:

·       operate the Platform,

·       provide the Services,

·       perform integrations,

·       deliver automations,

·       host or publish content on behalf of the Customer.

Yumi does not obtain ownership of Customer Content.

9.6 Data Export and Data Portability
Upon termination, the Customer may export its Customer Data provided such export is technically feasible.

Yumi:

·       does not guarantee the exportability of all workflows, templates, automations, or proprietary structures,

·       may charge a reasonable fee for manual export assistance,

·       is not liable if the Customer fails to export data before termination,

·       retains data only as required by statutory retention obligations.

Customer acknowledges that certain components may not be exportable due to vendor restrictions (e.g., API-based automations, telephony integrations, Meta/WhatsApp data routing).

9.7 Open-Source Components and Third-Party IP
Parts of the Services may contain, integrate, or rely on open-source software or third-party intellectual property.
These components remain subject to their respective licenses.

Where required by law or license terms:

·       Yumi will make open-source license information available,

·       the Customer must comply with all applicable open-source obligations,

·       Yumi may replace or update open-source components at any time.

The Customer receives no rights to proprietary third-party components beyond what such providers permit.

9.8 Restrictions to Protect Yumi’s Intellectual Property
The Customer must not:

·       copy, reproduce, or duplicate the Services or any of their components,

·       modify, decompile, scan, reverse engineer, or attempt to derive source code,

·       circumvent or manipulate platform functionalities,

·       remove proprietary notices or branding,

·       create derivative works based on Yumi’s systems,

·       sell, sublicense, or commercially exploit Yumi’s content,

·       replicate templates, workflows, or website structures for external clients,

·       use the Services to build competing software.

These restrictions apply to all parts of the Services, including those accessible via API or automation tools.

9.9 Rights in Feedback, Suggestions, and Improvements
If the Customer provides feedback, ideas, enhancement requests, or suggestions (“Feedback”), the Customer grants Yumi a perpetual, worldwide, irrevocable, royalty-free license to:

·       use, implement, adapt, and incorporate such Feedback into the Services,

·       commercialize features inspired by such Feedback,

·       do so without obligation to compensate or credit the Customer.

No rights to new features developed by Yumi are granted to the Customer.

9.10 Protection and Enforcement of Intellectual Property Rights
Yumi may take any reasonable steps to protect its intellectual property, including:

·       technical measures,

·       disabling unauthorized usage,

·       deleting infringing content,

·       restricting access to problematic accounts,

·       initiating legal action against unauthorized reproduction.

The Customer must immediately cease any infringing activity upon notice.

9.11 No Transfer of Rights Without Explicit Agreement
No intellectual property rights, copyrights, database rights, or design rights are transferred or assigned to the Customer unless:

·       expressly stated in the subscription plan,

·       agreed to in a separate written contract,

·       and fully paid for.

All rights not expressly granted remain with Yumi.

10 Confidentiality & Data Protection

10.1 Mutual Confidentiality Obligations
Both parties agree to treat all non-public, business-related, technical, commercial, strategic, financial, operational, contractual, or proprietary information exchanged in connection with this Agreement (“Confidential Information”) as strictly confidential.

Confidential Information includes, but is not limited to:

·       customer lists, client data, marketing strategies,

·       access credentials, internal processes, workflows,

·       software architecture, automation logic, source code,

·       business plans, pricing information,

·       performance data, analytics,

·       support tickets and communication logs,

·       any documentation or materials shared by either party.

Each party must:

·       protect Confidential Information with the same degree of care it uses to protect its own confidential materials,

·       disclose it only to employees or agents who need such information to fulfil contractual duties,

·       ensure such employees or agents are bound by confidentiality obligations,

·       not disclose Confidential Information to third parties without explicit written consent.

10.2 Permitted Use of Confidential Information
Confidential Information may only be used for the purpose of performing the Agreement.

Use for any other purpose — including competitive analysis, reverse engineering, redistribution or commercial exploitation — is strictly prohibited.

10.3 Exceptions to Confidentiality
Confidentiality obligations do not apply where the receiving party proves that the information:

·       was already known to the receiving party without breach of confidentiality,

·       was independently developed without access to the Confidential Information,

·       is or becomes public without breach of this Agreement,

·       must be disclosed by law (e.g., court orders, regulatory obligations),

·       must be disclosed to legal or tax advisors, as long as they are bound to confidentiality.

If disclosure is required by law, the receiving party must (where legally permissible) notify the disclosing party in advance.

10.4 Data Protection and Applicable Law

Yumi processes personal data of the Customer and Customer’s users in compliance with:

·       the EU General Data Protection Regulation (GDPR), where applicable,

·       the German Federal Data Protection Act (BDSG), where applicable,

·       any other applicable national privacy laws of the Customer’s jurisdiction,

·       and international data protection principles for global processing.

Yumi processes personal data only to the extent required to provide the Services, fulfil contractual obligations, and comply with legal requirements.

Nothing in this Agreement obliges Yumi to act contrary to data protection laws.

10.5 Data Processing as a Processor (DPA Requirement)
If Yumi processes personal data on behalf of the Customer, the parties must conclude a Data Processing Agreement (DPA) in accordance with applicable data protection laws.

The DPA governs:

·       categories of processed data,

·       processing purposes,

·       sub-processing arrangements,

·       data security measures,

·       international data transfers,

·       deletion obligations after termination.

The Customer must ensure that data subjects are informed about such processing and that it has all required legal bases (e.g., consents).

10.6 Sub-Processors and Third-Party Service Providers
Yumi may engage sub-processors to support the provision of the Services.
These may include providers for:

·       CRM, communication & marketing automation

·       hosting and cloud infrastructure

·       database services

·       email/SMS/WhatsApp delivery

·       payment processing (e.g., Stripe)

·       telephony and virtual number services

·       automation platforms (e.g., n8n)

Yumi ensures that all sub-processors:

·       are bound by written data protection agreements,

·       commit to GDPR-level data security standards,

·       follow Yumi’s instructions and privacy policies.

A list of sub-processors is available upon request and may be updated periodically.

The Customer will be informed (where legally required) before new sub-processors are added.

10.7 International Data Transfers

Depending on the Customer’s location and chosen features, personal data may be transferred to or processed in:

·       the European Union,

·       the United States,

·       Qatar or other GCC states,

·       or any jurisdiction in which sub-processors operate.

Yumi implements legally required safeguards, such as:

·       EU Standard Contractual Clauses (SCCs),

·       data transfer impact assessments,

·       additional technical and contractual protections.

Yumi will not transfer data to countries without adequate legal protections unless permitted under applicable law.

10.8 Technical and Organisational Measures (TOMs)
Yumi maintains appropriate technical and organisational measures to protect personal data and Confidential Information against:

·       unauthorized access,

·       accidental loss,

·       destruction or damage,

·       alteration or unauthorized disclosure.