Terms of Service
Lucendus — Terms of Service
Prometheus Engineering SL · NIF: B65670945 · Registered office: Calafell. Tarragona, Spain
Effective date: April 17, 2026 · Last updated: April 17, 2026
1. Definitions
"Agreement" means these Terms of Service together with any Order Form, the Service Level Agreement, the Data Processing Agreement, the Acceptable Use Policy, and the Privacy Policy, each as amended from time to time.
"Authorised Users" means the individuals whom the Tenant permits to access the Platform under the Tenant's Subscription, identified by their authenticated credentials.
"Confidential Information" means any non-public information disclosed by one party to the other, whether oral, written, or electronic, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure.
"Customer Data" means all data, including personal data, that a Tenant or its Authorized Users upload, create, or generate within the Platform. Customer Data does not include Usage Data or Aggregated Data.
"Data Processing Agreement" or "DPA" means the data processing agreement incorporated into this Agreement as a separate schedule, governing the processing of personal data.
"Lucendus" / "Platform" means the cloud-hosted operations intelligence and service management platform operated by Prometheus Engineering SL, accessible at portal.lucendus.com and via associated APIs and mobile applications.
"Order Form" means a mutually executed ordering document specifying the Subscription tier, fees, term, and any additional terms.
"Organization" means a root-level operational unit within a Tenant's account hierarchy (Tenant → Subscription → Organization).
"Service Level Agreement" or "SLA" means the service level commitments incorporated into this Agreement as a separate schedule.
"Subscription" means the billing aggregation level within the Tenant hierarchy that governs access entitlements and invoicing.
"Tenant" means the legal entity that has executed an Order Form or accepted these Terms electronically, thereby becoming a customer of Lucendus.
"Usage Data" means telemetry, logs, and operational metadata generated by the Platform about how the Platform is used. Usage Data is pseudonymized or anonymized and does not identify individual data subjects.
"Aggregated Data" means Usage Data that has been further de-identified, combined with data from other Tenants, and rendered incapable of identifying any Tenant or individual.
2. Scope and Acceptance
2.1. These Terms govern all access to and use of the Lucendus Platform. By executing an Order Form or clicking "I accept," the Tenant agrees to be bound by this Agreement.
2.2. The Platform is offered exclusively to business customers (B2B). The Tenant represents that it is acting in its capacity as a legal entity (company, partnership, sole trader, or public body) and not as a consumer within the meaning of Directive 2011/83/EU.
2.3. In the event of conflict between documents, the order of precedence is: (a) the Order Form, (b) the DPA, (c) the SLA, (d) these Terms of Service, (e) the Privacy Policy.
3. Account Structure and Access
3.1. Tenant hierarchy. The Platform uses a multi-level hierarchy: Tenant → Subscription(s) → Organization(s). The Tenant is the contracting entity and the data controller for all Customer Data within its account.
3.2. Tenant Admin responsibilities. The individual(s) designated as Tenant Admin are responsible for: provisioning and deprovizioning Authorised Users; assigning roles and permissions; configuring Organization-level settings; and ensuring that their use of the Platform complies with applicable law.
3.3. Authentication. Access is gated by federated single sign-on (SSO) or Platform-managed credentials at the Tenant's election. The Tenant is responsible for the security of its identity provider configuration and credentials.
3.4. Managed services resale. Where the Tenant resells managed services to its own clients via the Platform, the Tenant remains the contracting party with Prometheus Engineering SL, the data controller for all data ingested, and solely responsible for its downstream agreements.
4. License and Restrictions
4.1. License grant. Subject to this Agreement and payment of fees, Prometheus Engineering SL grants the Tenant a non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Platform during the Subscription term for the Tenant's internal business operations and, where applicable, for managed service delivery to its clients.
4.2. Restrictions. The Tenant shall not: (a) reverse-engineer, decompile, or disassemble the Platform; (b) access the Platform to build a competing product or service; (c) sublicense, resell, or redistribute access to the Platform except as expressly permitted under the managed services model; (d) circumvent usage limits, rate limits, or security controls; (e) upload content that is unlawful, infringing, or harmful; (f) use the Platform to process special category data (Article 9 GDPR) unless the DPA has been amended with additional safeguards.
4.3. AI features. Certain Platform features use artificial intelligence to assist with data ingestion, classification, recommendations, and natural-language queries. AI features are assistive and do not constitute solely automated decision-making under Article 22 GDPR. The Tenant retains full control over whether to accept, modify, or reject AI-generated outputs.
5. Customer Data
5.1. Ownership. The Tenant retains all right, title, and interest in Customer Data. Nothing in this Agreement transfers any intellectual property rights in Customer Data to Prometheus Engineering SL.
5.2. License to process. The Tenant grants Prometheus Engineering SL a limited license to host, copy, transmit, display, and process Customer Data solely to operate, maintain, and improve the Platform and to fulfill its obligations under this Agreement.
5.3. Data isolation. Customer Data is logically isolated per Tenant at the storage layer. No Tenant can access another Tenant's Customer Data through the Platform.
5.4. Usage Data. Prometheus Engineering SL may collect and use Usage Data to operate, secure, and improve the Platform. Where Usage Data constitutes personal data, it is processed in accordance with the Privacy Policy. Prometheus Engineering SL may create and use Aggregated Data without restriction; Aggregated Data is not Customer Data.
5.5. Data portability. The Tenant may export Customer Data at any time in machine-readable format (JSON, CSV) via the Platform's data export functionality or API.
6. Privacy and Data Protection
6.1. GDPR roles. For the processing of personal data within Customer Data, the Tenant acts as the data controller and Prometheus Engineering SL acts as the data processor, as defined in Regulation (EU) 2016/679 (GDPR).
6.2. Exception - Lucendus as controller. Prometheus Engineering SL acts as an independent data controller for personal data it collects directly, including: billing contact details, marketing waitlist registrations, website analytics, and platform usage analytics tied to named accounts. This processing is governed by the Lucendus Privacy Policy (https://lucendus.com/privacy).
6.3. DPA. The processing of personal data under this Agreement is governed by the Data Processing Agreement, which is incorporated by reference and constitutes the Tenant's documented processing instructions under Article 28(3)(a) GDPR.
6.4. Sub-processors. The current list of sub-processors is maintained at https://lucendus.com/sub-processors. The Tenant may subscribe to notifications of changes.
7. Fees and Payment
7.1. Fees are specified in the subscription Order Form and on subscription management pages within the Lucendus app. Unless otherwise stated, fees are quoted in Euros (EUR), exclusive of applicable taxes (including VAT/IVA).
7.2. Invoices are issued at the start of each billing period (monthly or annual as specified in the Order Form) and are due within 30 calendar days of the invoice date.
7.3. Late payments accrue interest at the rate permitted under Spanish law (Ley 3/2004 on combating late payment in commercial transactions).
7.4. Prometheus Engineering SL may revise pricing upon 60 days' written notice prior to the start of a renewal term. If the Tenant does not agree to the revised pricing, it may terminate the Subscription effective at the end of the current term.
8. Term and Termination
8.1. Initial term. The initial Subscription term is specified in the Order Form. The Subscription automatically renews for successive periods equal to the initial term unless either party disables automatic renewal or provides written notice of non-renewal at least 30 days before the end of the then-current term.
8.2. Termination for cause. Either party may terminate this Agreement immediately upon written notice if the other party: (a) commits a material breach that remains uncured 30 days after written notice; or (b) becomes insolvent, enters administration, or is the subject of equivalent proceedings.
8.3. Termination for convenience by Tenant. The Tenant may terminate a monthly Subscription at any time with 30 days' notice. Annual Subscriptions may not be terminated for convenience mid-term.
8.4. Effect of termination. Upon termination: (a) all access rights cease; (b) the Tenant may export Customer Data for 30 calendar days following the effective termination date; (c) after the 30-day export window, Prometheus Engineering SL will delete Customer Data in accordance with the DPA, except where retention is required by law; (d) accrued obligations (including payment of outstanding fees) survive.
9. Service Levels
9.1. The service level commitments applicable to the Platform are set out in the SLA, which is incorporated by reference. The SLA defines uptime targets, support response times, and the exclusive remedy for failure to meet those targets.
10. Intellectual Property
10.1. Platform IP. Prometheus Engineering SL (and its licensors) retains all right, title, and interest in the Platform, including all software, algorithms, models, user-interface designs, APIs, documentation, trademarks, and trade secrets. Nothing in this Agreement grants the Tenant any rights in the Platform IP beyond the limited license in Section 4.1.
10.2. Feedback. If the Tenant provides suggestions, feature requests, or other feedback regarding the Platform, Prometheus Engineering SL may use that feedback without restriction or obligation.
11. Warranties and Disclaimers
11.1. Platform warranty. Prometheus Engineering SL warrants that during the Subscription term the Platform will perform materially in accordance with its published documentation.
11.2. Security warranty. Prometheus Engineering SL warrants that it maintains industry-standard technical and organisational security measures as described in the DPA.
11.3. Disclaimer. EXCEPT AS EXPRESSLY SET OUT IN THIS SECTION, THE PLATFORM IS PROVIDED "AS IS." PROMETHEUS ENGINEERING SL DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. PROMETHEUS ENGINEERING SL DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS.
11.4. AI disclaimer. AI-generated outputs are provided for informational and assistive purposes only. They do not constitute professional advice and may contain errors. The Tenant is solely responsible for decisions made on the basis of AI outputs.
12. Limitation of Liability
12.1. Cap. The aggregate liability of Prometheus Engineering SL under or in connection with this Agreement, whether in contract, tort, or otherwise, shall not exceed the total fees paid by the Tenant in the 12-month period immediately preceding the event giving rise to the claim.
12.2. Exclusions. Neither party is liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, revenue, data, or business opportunity, even if advised of the possibility.
12.3. Carve-outs. The limitations in Sections 12.1 and 12.2 do not apply to: (a) a party's breach of confidentiality obligations (Section 13); (b) a party's indemnification obligations (Section 14); (c) Prometheus Engineering SL's obligations under the DPA in respect of a personal data breach; (d) liability that cannot be limited by applicable law.
13. Confidentiality
13.1. Each party agrees not to disclose the other party's Confidential Information to any third party, except to employees, contractors, and advisors who need to know and who are bound by confidentiality obligations at least as protective as this Section.
13.2. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party before disclosure; (c) is independently developed without use of the disclosing party's Confidential Information; (d) is rightfully obtained from a third party without restriction.
13.3. A party may disclose Confidential Information to the extent required by law, regulation, or court order, provided it gives the other party prompt notice (where legally permitted) and cooperates with efforts to limit disclosure.
14. Indemnification
14.1. By Prometheus Engineering SL. Prometheus Engineering SL shall defend, indemnify, and hold harmless the Tenant from third-party claims alleging that the Tenant's use of the Platform in accordance with this Agreement infringes a third party's intellectual property rights, and shall pay any resulting settlement or court-awarded damages.
14.2. By the Tenant. The Tenant shall defend, indemnify, and hold harmless Prometheus Engineering SL from third-party claims arising from: (a) Customer Data; (b) the Tenant's breach of this Agreement; (c) the Tenant's violation of applicable law.
14.3. Conditions. Indemnification is conditional on the indemnified party: (a) providing prompt written notice; (b) granting sole control of the defence and settlement; (c) providing reasonable cooperation.
15. Modifications
15.1. Prometheus Engineering SL may update these Terms with 30 days' written notice (via email or in-platform notification). Continued use of the Platform after the effective date of the update constitutes acceptance.
15.2. Material changes to the DPA or SLA require the Tenant's affirmative consent, which may be given electronically.
16. Governing Law and Dispute Resolution
16.1. This Agreement is governed by and construed in accordance with the laws of Spain, without regard to conflict-of-law principles.
16.2. Any dispute arising out of or in connection with this Agreement shall be submitted to the exclusive jurisdiction of the courts of Barcelona, Spain.
16.3. Nothing in this Section prevents either party from seeking injunctive or other equitable relief in any court of competent jurisdiction.
17. General Provisions
17.1. Entire agreement. This Agreement (including all incorporated documents) constitutes the entire agreement between the parties and supersedes all prior negotiations, representations, and agreements relating to its subject matter.
17.2. Severability. If any provision is held invalid or unenforceable, the remaining provisions continue in full force and the invalid provision is reformed to the minimum extent necessary.
17.3. Assignment. Neither party may assign this Agreement without the other's prior written consent, except that Prometheus Engineering SL may assign in connection with a merger, acquisition, or sale of substantially all of its assets, provided the assignee assumes all obligations.
17.4. Waiver. Failure to enforce any right is not a waiver of that right.
17.5. Notices. Notices must be in writing and sent to the addresses in the Order Form (or, for Prometheus Engineering SL, to legal@lucendus.com). Email constitutes writing for this purpose.
17.6. Force majeure. Neither party is liable for delays caused by circumstances beyond its reasonable control, including natural disasters, war, terrorism, pandemics, government action, or widespread internet or cloud-provider outages, provided the affected party gives prompt notice and uses reasonable efforts to mitigate.
Prometheus Engineering SL