1.1 These Terms and Conditions (“Agreement”) govern the use of the Company Secretary Retainer Service (“Service”) provided by Lumorus Ltd and its affiliated entities (“Company”, “we”, “our”, “us”).
1.2 By subscribing to the Service, you (“Client”, “you”, “your”) confirm that you have read, understood, and agreed to these Terms and Conditions, which shall apply to all services provided under this Agreement.
1.3 This Agreement sets out the legally binding terms under which Lumorus provides company secretarial, compliance, and governance services on a retainer basis.
2.1 The scope of the Service, including available products and features, is detailed on our website at https://www.lumorus.com/cosec/. We reserve the right to modify, discontinue, or update any aspect of the Service at our discretion. Clients should periodically review our website for updates, as continued use of the Service constitutes acceptance of any changes.
2.2 The Service includes company secretarial and governance support services as specified in the Client’s selected package.
2.2 The Service is available globally, and we ensure compliance with relevant local regulations. However, the Client remains responsible for understanding the regulatory requirements in their jurisdiction and informing Lumorus of any specific compliance obligations.
2.3 The Service is delivered remotely, except where specified otherwise in writing. Any on-site service requests will be subject to additional charges, travel costs, and jurisdictional approvals.
3.1 The Client is entitled to a one-month free trial period of the Services (“Trial Period”) to evaluate their suitability.
3.2 The Trial Period begins on the agreed start date as confirmed in writing by Lumorus or on the date the Client’s submits application.
3.3 During the Trial Period, the Client will have access to the range of agreed CoSec services available under the Trial Period package.
3.4 Either party may terminate the Services during the Trial Period by providing written notice.
4.1 Unless cancelled by the Client before the end of the 30-day Trial Period, the Company Secretary Retainer Service will automatically continue as a paid subscription.
4.2 At the time of application, the Client will be directed to a subscription page to provide credit card payment details. At the end of the 30-day Trial Period, the Client’s credit card will be automatically charged the Retainer Fee, and subsequent payments will be processed on a monthly basis in advance, unless the Client cancels in accordance with Section 8 (Termination & Cancellation).
4.3 If the Client does not wish to continue, they must cancel the subscription before the end of the 30-day Trial Period via the designated cancellation process on the Lumorus website or by providing written notice.
4.4 By allowing the Trial Period to lapse without cancellation, the Client agrees to enter into a rolling monthly retainer agreement, governed by these Terms and Conditions, which includes fees, payment terms, and service scope as outlined on the Lumorus website and service documentation.
4.5 Failure to cancel before the end of the Trial Period will result in automatic billing, and the Client shall be responsible for payment of the Retainer Fee. No refunds will be issued for fees charged due to failure to cancel within the Trial Period.
5.1 The Client shall provide accurate and complete company details, records, and governance requirements necessary for Lumorus to perform the Service effectively.
5.2 The Client is responsible for ensuring timely communication and providing the necessary approvals to avoid delays in compliance and governance matters.
5.3 The Client acknowledges that failure to provide required documentation or approvals in a timely manner may result in late filings, penalties, or non-compliance. Lumorus shall not be held liable for any such penalties.
5.4 If any urgent or extraordinary governance matter arises that falls outside the scope of the Service, the Client must formally request additional services, which will be charged separately.
6.1 The Retainer Fee is due monthly in advance, and payments shall be processed via credit card, direct debit or other approved methods.
6.2 If payment is not received within seven (7) days of the due date, Lumorus reserves the right to suspend or terminate the Service until payment is made.
6.3 Fees are non-refundable, except in cases where Lumorus fails to provide the agreed upon Service due to its own negligence.
6.4 Any government or other fees, statutory levies, regulatory fines, or third-party costs are not included in the Retainer Fee and must be paid separately by the Client.
6.5 Lumorus reserves the right to review and adjust the Retainer Fee at its sole discretion to reflect changes in operational costs, inflation, regulatory requirements, or enhancements to the Service. Any fee increase will be communicated to the Client at least 14 days in advance, and the revised fee will take effect on the next billing cycle after the notice period. Continued use of the Service after the effective date of the fee adjustment constitutes acceptance of the new Retainer Fee. If the Client does not accept the fee increase, they may terminate the Service in accordance with Section 8 (Termination & Cancellation) before the new pricing takes effect.
7.1 Any services not explicitly included in the Client’s Trial Period package or Retainer package will be considered out-of-scope and will incur additional charges. These may include, but are not limited to:
7.2 All additional services will be quoted separately, and Lumorus will obtain the Client’s written approval before proceeding with any out-of-scope work. The Client acknowledges that additional charges will be applied for such services, and payment terms will be communicated at the time of engagement.
8.1 Clients may cancel their subscription at any time by providing at least 30 days’ written notice.
8.2 If cancellation occurs after the Trial Period, the Client shall remain liable for any outstanding fees up to the termination date.
8.3 Lumorus may terminate the Service with 30 days’ written notice for reasons including but not limited to:
8.4 In cases of serious breach, Lumorus reserves the right to terminate immediately without prior notice.
8.5 Upon termination or cancellation of the Service, Lumorus shall cease all company secretarial and governance services as of the termination date. Any services not completed at the point of termination will not be fulfilled post-termination, unless the Client formally requests continuation as an additional service, which will be subject to separate charges.
8.6 Once a cancellation or termination request is initiated, Lumorus will communicate the handover process, including the transfer of any relevant documents, statutory registers, or compliance records. The Client must ensure all necessary arrangements are in place to assume responsibility for their governance obligations after termination. Lumorus will not be held liable for any non-compliance that may occur post the termination date.
9.1 Lumorus shall not be liable for:
9.2 The total liability of Lumorus in connection with this Agreement shall not exceed the total retainer fees paid by the Client in the preceding three (3) months.
10.1 Lumorus complies with all applicable data protection laws, including the UK GDPR, EU GDPR, and relevant international privacy regulations.
10.2 All Client information, documentation, and records will be treated as confidential and will not be disclosed to third parties except where required by law.
11.1 This Agreement shall be governed by and construed in accordance with the laws of England & Wales, unless otherwise agreed in writing.
11.2 Any disputes arising from this Agreement shall first be resolved through mediation. If unresolved, disputes shall be referred to binding arbitration under the rules of the International Chamber of Commerce (ICC).
12.1 Lumorus reserves the right to amend or update these Terms and Conditions at any time, with 30 days’ prior notice to Clients.
