Lumorus CoSec Retainer Terms and Conditions
Effective date: 16 June 2026 Last Updated: 16 June 2026
Effective date: 16 June 2026
Last Updated: 16 June 2026
- Introduction
These CoSec Retainer Terms and Conditions, referred to as the “Terms”, govern the provision of Lumorus’ CoSec Retainer services, including related access to the CoSec Hub and service delivery through Lumorus’ Governance Knowledge Centres.
These Terms apply to the Client’s subscription to, access to, or use of the Services.
By ticking the relevant acceptance box, clicking “I agree”, signing an order form, accepting a proposal, accepting an online order, accessing the CoSec Hub, subscribing to the CoSec Retainer, receiving the Services, or otherwise agreeing to the applicable Lumorus terms, the Client agrees to these Terms.
Where an individual accepts these Terms on behalf of a company, organisation, fund, charity, trust, partnership or other legal entity, that individual confirms that they have authority to bind that entity.
- Parties
These Terms are between:
Lumorus Group Ltd, a company incorporated in England and Wales with company number 12750296 and registered office at City Pavilion, 27 Bush Lane, Cannon Green, United Kingdom, EC4R 0AA, referred to as “Lumorus”, “we”, “us” or “our”; and
The Client, being the person, company, organisation or other legal entity that subscribes to, accesses or uses the Services, referred to as “Client”, “you” or “your”.
Lumorus and the Client are each a “Party” and together the “Parties”.
- Global clients and governing law
Lumorus is based in the United Kingdom. These Terms and the Agreement are governed by the laws of England and Wales, unless Lumorus expressly agrees otherwise in writing.
The Services may be offered to Clients in multiple jurisdictions. The Client acknowledges that local laws may apply to the Client, its business, its entities, its users, its directors, its officers, its shareholders, its beneficial owners, its records, its filings, its regulatory obligations and its use of the Services.
Nothing in these Terms excludes, restricts or limits any rights, obligations or protections that cannot lawfully be excluded under applicable mandatory law.
Where local mandatory law applies, the Parties will comply with it to the extent required. Lumorus may require jurisdiction-specific terms, additional information, service limitations, local professional input or additional due diligence where necessary or appropriate.
- Definitions
In these Terms:
Agreement means the legal agreement between Lumorus and the Client, consisting of the documents listed in these Terms.
Authorised User means an individual approved by Lumorus to access the CoSec Hub or receive user-specific Services on behalf of the Client.
Client Content means data, documents, records, instructions, files, communications, comments, materials or other content uploaded, submitted, transmitted or provided by or on behalf of the Client.
CoSec Hub means Lumorus’ digital platform, portal or technology environment used to support company secretary services, governance workflows, client communications, records, tasks, filings, calendars, documents, reporting and related service delivery.
CoSec Retainer means the recurring company secretary and governance support package subscribed to by the Client.
Fees means the fees payable by the Client for the Services, as set out in the applicable Proposal, Order Form, service schedule, invoice, website package page or other Lumorus-approved commercial document.
Governance Knowledge Centres means Lumorus’ expert service delivery centres, knowledge systems, professional workspaces and specialist teams through which company secretaries and other experts deliver governance, company secretary, compliance and advisory support to clients.
Order Form means an online order, accepted proposal, subscription confirmation, service schedule, statement of work, invoice, onboarding confirmation, website package selection or other Lumorus-approved document setting out the Client’s selected Services, Package, Fees, service limits and commercial terms.
Package means the service package, plan, tier or service level subscribed to by the Client.
Platform Terms means Lumorus’ CoSec Hub Platform Terms of Use.
Proposal means a written, electronic or online proposal issued by Lumorus to the Client setting out the proposed Services, Fees, Package, service limits, assumptions and commercial terms.
Services means the CoSec Retainer, CoSec Hub, Governance Knowledge Centres, company secretary services, governance support, compliance support, platform access, administrative support and related services provided by Lumorus.
- Structure of the Agreement
The Agreement between Lumorus and the Client consists of:
- these Terms;
- the applicable Proposal, where accepted by the Client;
- the applicable Order Form;
- the Platform Terms;
- the Data Processing Agreement;
- the Privacy Policy;
- the Consumer Protection and Fair Use Policy;
- any service schedule;
- any jurisdiction-specific addendum;
- any written variation agreed by the Parties.
Together, these documents form the entire Agreement for the Services.
- Order of precedence
If there is a conflict between the documents forming the Agreement, the following order of precedence will apply:
- any written variation or special terms expressly agreed by Lumorus and the Client;
- any jurisdiction-specific addendum;
- the accepted Proposal;
- the Order Form;
- the Data Processing Agreement, but only in relation to personal data processing;
- the Platform Terms, but only in relation to CoSec Hub access, authorised users, account security, acceptable use, misuse, suspension and platform support;
- the Consumer Protection and Fair Use Policy, but only in relation to free offers, fair usage, cancellation, complaints and client fairness matters;
- these Terms;
- the Privacy Policy;
- any other referenced guidance, service description, website page or policy.
Where a document provides stronger protection for personal data, confidentiality, security or mandatory legal rights, that stronger protection will apply to the relevant matter.
- Scope of the Services
Lumorus will provide the Services described in the applicable Proposal, Order Form, Package, service schedule, statement of work or website package description.
The Services may include, depending on the Package selected by the Client:
- company secretary services;
- statutory record support;
- statutory register maintenance;
- entity management support;
- board, committee and shareholder meeting support;
- preparation, review or maintenance of meeting records;
- governance calendar and compliance deadline support;
- filings support;
- director, officer, shareholder and beneficial ownership record support;
- board pack and meeting documentation support;
- policy and document support;
- governance consultation;
- client support;
- access to the CoSec Hub;
- service delivery through the Governance Knowledge Centres;
- reporting, reminders and task tracking;
- other agreed governance and company secretary support.
Lumorus will use reasonable skill and care in providing the Services.
- Service descriptions and updates
Lumorus may publish descriptions of its Packages, service levels, inclusions, exclusions and service limits on its website, platform, Proposal, Order Form or service schedule.
Lumorus may update its Packages, service descriptions, service limits, support arrangements, platform features and related service information from time to time.
Where an update applies to new Clients only, it will not affect existing Clients unless agreed or unless the Client renews, upgrades, downgrades or changes Package.
Where an update materially affects an existing Client’s current Services, Lumorus will provide reasonable notice where practical, unless the change is required for legal, regulatory, security, technical, supplier or urgent operational reasons.
- Package limits
The Services are subject to the limits of the Client’s selected Package.
Package limits may include limits relating to:
- number of entities;
- number of jurisdictions;
- number of Authorised Users;
- storage;
- document uploads;
- document reviews;
- meetings;
- meeting duration;
- filings;
- filing types;
- support requests;
- response levels;
- consultation time;
- turnaround times;
- CoSec Hub features;
- live support;
- service workflows;
- any other usage or service measure stated by Lumorus.
Where the Client exceeds the applicable Package limits, requests additional Services or requires work outside the agreed scope, additional Fees may apply.
- Services not included unless agreed
Unless expressly included in the applicable Proposal, Order Form, Package, service schedule or written agreement, the Services do not include:
- regulated legal advice;
- tax advice;
- audit services;
- accounting services;
- investment advice;
- financial advice;
- immigration advice;
- insolvency advice;
- litigation services;
- notarial services;
- apostille or legalisation services;
- regulated trust or company service provider services where separate authorisation is required;
- local agent services in jurisdictions where Lumorus does not provide them;
- services requiring local professional licensing unless arranged separately;
- complex restructuring support;
- transaction advisory;
- emergency filings not caused by Lumorus;
- custom software development;
- unsupported integrations;
- work outside the agreed Package.
Where the Client requires a specialist service outside the Package, Lumorus may agree to provide it separately, refer the Client to another professional, or require additional terms and Fees.
- Governance Knowledge Centres
The Governance Knowledge Centres are Lumorus’ specialist service delivery environments. They support delivery of the Services through expert teams, professional workflows, internal know-how, jurisdictional knowledge, methodologies, quality assurance processes and governance resources.
The Governance Knowledge Centres are not a public download library or unrestricted digital content marketplace.
Clients do not receive ownership of, or unrestricted access to, Lumorus’ internal methodologies, templates, work products, operating procedures, knowledge systems, tools, training materials or proprietary content unless expressly agreed in writing.
Any materials shared with the Client are provided for the Client’s internal use in connection with the Services and subject to the intellectual property restrictions in these Terms.
- CoSecHub access
Where the Client receives access to the CoSec Hub, that access is provided to support the delivery, management and administration of the Services.
Access to the CoSec Hub is subject to:
- these Terms;
- the Platform Terms;
- the Client’s Package;
- Lumorus approval of Authorised Users;
- payment status;
- onboarding requirements;
- security requirements;
- fair usage limits;
- applicable law.
The CoSec Hub may be accessed 24 hours a day, 7 days a week, subject to maintenance, outages, security updates, third-party service issues, force majeure events, client-side issues and other limitations set out in the Platform Terms.
Lumorus does not guarantee uninterrupted, error-free or continuous access unless a specific service level has been expressly agreed in writing.
- Authorised Users
The Client may only permit Authorised Users approved by Lumorus to access the CoSec Hub or receive user-specific Services.
Additional users require Lumorus approval and may be subject to additional Fees, Package limits, onboarding checks, identity checks, authority checks, role-based access controls and security requirements.
The Client is responsible for ensuring that all Authorised Users comply with these Terms and the Platform Terms.
The Client must promptly notify Lumorus where an Authorised User should be removed or restricted, including where the user leaves the Client’s organisation, changes role, loses authority or no longer requires access.
- Onboarding
The Client must provide all information, documents, approvals and access reasonably required by Lumorus to onboard the Client and begin providing the Services.
Onboarding may include:
- client details;
- entity details;
- authorised contact details;
- user information;
- billing information;
- governance records;
- statutory records;
- current filing status;
- KYC or due diligence information;
- platform setup;
- service scoping;
- Package confirmation;
- acceptance of relevant online terms.
Lumorus may delay or refuse onboarding where the Client fails to provide required information, fails verification checks, poses unacceptable legal or regulatory risk, or is located in a jurisdiction where Lumorus cannot provide the relevant Services.
- Client responsibilities
The Client is responsible for:
- providing accurate, complete and timely information;
- ensuring it has authority to instruct Lumorus;
- ensuring Authorised Users have proper authority;
- reviewing and approving documents where required;
- providing instructions on time;
- identifying deadlines clearly;
- notifying Lumorus of urgent matters;
- maintaining its own governance, legal and regulatory compliance;
- obtaining local legal, tax, regulatory or other professional advice where required;
- ensuring uploaded data and documents are lawful and accurate;
- ensuring it has all required rights, notices, consents and permissions for Client Content;
- paying Fees when due;
- complying with these Terms, the Platform Terms and applicable law;
- maintaining internal controls over its own users, devices, records and approvals.
Lumorus is not responsible for delays, errors, missed deadlines, penalties, filings, decisions or outcomes caused by inaccurate, incomplete, late or unauthorised information, instructions or approvals from the Client.
- Lumorus responsibilities
Lumorus will:
- provide the Services with reasonable skill and care;
- provide the Services substantially in accordance with the applicable Package, Proposal, Order Form or service schedule;
- use appropriately skilled personnel or contractors;
- maintain reasonable confidentiality controls;
- provide access to the CoSec Hub where included in the Package;
- provide support in accordance with the Package;
- comply with applicable law in relation to Lumorus’ own obligations;
- process personal data in accordance with the Data Processing Agreement and Privacy Policy;
- communicate reasonably with the Client regarding material service issues
- Client instructions and approvals
Lumorus may rely on instructions, approvals and information provided by the Client, Authorised Users or other persons reasonably appearing to have authority to act for the Client.
Lumorus is not required to verify every instruction unless the Agreement expressly requires it or Lumorus has reason to believe that an instruction may be unauthorised, unlawful, fraudulent or high risk.
Lumorus may request written confirmation, board approval, director approval, beneficial owner approval, identity verification or other evidence of authority before acting on an instruction.
- Fees and payment
The Client must pay the Fees set out in the applicable Proposal, Order Form, service schedule, invoice, website package page or other Lumorus-approved commercial document.
Lumorus may publish or update Fees, Packages, inclusions and service limits on its website or through other commercial documents from time to time.
Unless otherwise stated in the applicable Proposal, Order Form, service schedule, invoice or website package page, Fees are exclusive of applicable taxes, duties, levies, bank charges, transfer costs, third-party charges, regulatory fees, filing fees and disbursements.
The Client must pay invoices by the due date stated on the invoice, Order Form, Proposal, service schedule or other Lumorus-approved commercial document.
- Taxes and withholding
The Client is responsible for all applicable taxes, duties, levies, withholding, bank charges and transfer costs arising from the Services, except taxes based on Lumorus’ net income.
If the Client is required by law to deduct withholding tax or similar amounts, the Client must notify Lumorus promptly. Unless prohibited by law, the Client must increase the payment so that Lumorus receives the full amount it would have received if no deduction had been made.
- Late payment
If the Client does not pay Fees when due, Lumorus may, without limiting its other rights:
- charge interest on overdue amounts at the statutory rate or the rate stated in the applicable Proposal, Order Form, service schedule, invoice or website terms;
- suspend access to the CoSec Hub;
- suspend live support;
- suspend Services;
- refuse additional work;
- require payment in advance;
- recover reasonable debt collection costs;
- terminate the Agreement.
Lumorus will aim to give reasonable notice before suspending Services for non-payment, unless the Client has repeatedly failed to pay, is insolvent, disputes payment without reasonable basis, or presents credit risk.
- Free month, trial or promotional offers
Where Lumorus offers a free month, trial, introductory offer, promotional rate or risk-free offer, the specific terms of that offer will apply.
The offer terms may specify:
- eligibility;
- what is included;
- what is excluded;
- Package limits;
- when the offer starts;
- when the offer ends;
- whether payment details are required;
- whether paid billing starts automatically;
- how to cancel;
- third-party costs or disbursements;
- fair usage limits.
Unless expressly stated, a free month or promotional offer does not include third-party charges, filing fees, regulatory fees, disbursements, premium services, urgent work, out-of-scope work or additional user charges.
- Support
Support will be provided in accordance with the Client’s Package and the Platform Terms.
The CoSec Hub is available for client access 24 hours a day, 7 days a week, subject to maintenance, security updates, third-party outages, force majeure events and other limitations.
Live support is included where stated in the applicable Package. Live support is subject to:
- response times;
- support channels;
- specialist availability;
- time zones;
- urgency;
- complexity;
- fair usage limits;
- Package limits;
- applicable service schedules.
Live support does not mean that every query will be resolved immediately.
- Term
The Agreement begins on the date the Client accepts these Terms, accepts a Proposal, accepts an Order Form, accesses the CoSec Hub, or receives the Services, whichever occurs first.
The initial term will be stated in the applicable Proposal, Order Form, website package terms, subscription confirmation, invoice or service schedule.
If no initial term is stated, the Services will continue on a rolling basis in accordance with the applicable billing period, unless terminated in accordance with these Terms.
- Renewal
Unless the applicable Proposal, Order Form, website package terms, subscription confirmation or service schedule states otherwise, the CoSec Retainer will renew automatically for successive periods equivalent to the then-current billing period.
Lumorus may notify the Client before renewal where required by applicable law, the Order Form, Proposal, website package terms or the Consumer Protection and Fair Use Policy.
The Client is responsible for cancelling before renewal where it does not wish to continue, unless applicable law requires a different process.
Lumorus may update Fees, Package inclusions, service limits or commercial terms on renewal by giving notice or by publishing updated terms on its website, platform or other commercial channel, unless the applicable Proposal or Order Form states otherwise.
- Cancellation by the Client
The Client may cancel the Services in accordance with the applicable Proposal, Order Form, Package terms, website package terms, promotional offer terms or applicable law.
Cancellation requests must be sent through the cancellation process stated by Lumorus, which may include email, platform request, account settings, online form or written notice.
Unless Lumorus states otherwise, cancellation requests should be sent to:
Email: [email protected]
Subject line: Cancellation Request – [Client Name]
The Client must provide sufficient information for Lumorus to verify the account, authority to cancel and requested effective cancellation date.
Cancellation does not affect:
- Fees already due;
- Fees for Services already provided;
- third-party costs already incurred;
- regulatory or filing fees already incurred;
- out-of-scope work already authorised;
- confidentiality obligations;
- data protection obligations;
- intellectual property restrictions;
- liability accrued before cancellation.
- Cooling-off and local mandatory rights
Cooling-off rights may apply where a Client is acting as a consumer and enters into a qualifying distance, online or off-premises contract.
For UK consumers, this may include a cancellation period under UK consumer contract rules. For Clients outside the UK, similar, longer, shorter or different cancellation, cooling-off or consumer protection rights may apply under the laws of the country in which the Client is located.
Lumorus will honour any statutory cancellation, cooling-off or similar mandatory rights that apply under applicable law.
Business Clients do not usually have statutory consumer cooling-off rights unless such rights are expressly stated in the Agreement or required by applicable law.
Where a consumer asks Lumorus to begin providing Services during any applicable cooling-off period, the consumer may be required to pay for Services already provided where this is permitted by law and was properly explained before the Service began.
Nothing in this section limits any statutory rights that cannot lawfully be excluded.
- Refunds
Refunds will be handled in accordance with the applicable Proposal, Order Form, website package terms, promotional offer terms, Consumer Protection and Fair Use Policy and applicable law.
Refunds will not usually be provided for:
- completed Services;
- work already performed;
- access already used;
- third-party fees already incurred;
- registry or regulatory fees;
- disbursements;
- out-of-scope work authorised by the Client;
- services used beyond a free, trial or promotional period;
- charges properly incurred before cancellation.
This does not affect any statutory rights that cannot lawfully be excluded.
- Termination by Lumorus
Lumorus may terminate the Agreement by giving notice to the Client where:
- the Client fails to pay Fees when due;
- the Client materially breaches the Agreement;
- the Client or its Authorised Users misuse the CoSec Hub;
- the Client provides false, misleading or incomplete information;
- Lumorus cannot complete onboarding or verification;
- continued provision of Services would create legal, regulatory, sanctions, ethical, security or reputational risk;
- the Client becomes insolvent or unable to pay its debts;
- the Client repeatedly exceeds fair usage limits;
- the Client requests Services that Lumorus cannot lawfully or properly provide;
- Lumorus withdraws the relevant Service or Package.
Lumorus may terminate immediately where urgent action is required for legal, regulatory, sanctions, security, fraud, ethical or risk management reasons.
- Suspension
Lumorus may suspend all or part of the Services, including CoSec Hub access and live support, where:
- Fees are overdue;
- there is suspected misuse;
- there is suspected unauthorised access;
- there is security risk;
- the Client breaches the Agreement;
- the Client fails onboarding, authority, KYC or verification checks;
- Client Content creates legal or regulatory risk;
- continued access may harm Lumorus, the Client, other clients, users or third parties;
- required by law, regulator, court order, sanctions or service provider requirement.
Where reasonable and lawful, Lumorus will aim to notify the Client of the suspension and the steps required to restore access.
- Consequences of termination
On termination or expiry:
- the Client’s right to access the Services will end;
- Lumorus may disable CoSec Hub access;
- unpaid Fees become immediately due;
- Lumorus may retain, return, delete or archive Client Content in accordance with the Data Processing Agreement and applicable law;
- the Client must stop using Lumorus Content except as expressly permitted;
- provisions intended to survive termination will continue.
Lumorus may provide transition support if agreed separately and subject to additional Fees.
- Client Content
The Client owns Client Content, subject to the rights granted to Lumorus under the Agreement.
The Client grants Lumorus a worldwide, non-exclusive, royalty-free right to host, store, copy, process, transmit, display, use and otherwise handle Client Content as necessary to provide the Services, operate the CoSec Hub, comply with the Agreement, protect Lumorus’ rights, and comply with applicable law.
The Client confirms that it has all rights, permissions, notices, consents, approvals and lawful bases required to provide Client Content to Lumorus.
- Lumorus intellectual property
Lumorus and its licensors retain all rights, title and interest in:
- the CoSec Hub;
- Governance Knowledge Centre methodologies;
- Lumorus Content;
- templates;
- know-how;
- workflows;
- operating procedures;
- service models;
- software;
- platform configuration;
- designs;
- reports;
- tools;
- dashboards;
- documentation;
- trade marks;
- branding;
- training materials;
- proprietary methods.
No intellectual property rights are transferred to the Client except as expressly stated.
Lumorus grants the Client a limited, non-exclusive, non-transferable, revocable licence to use Lumorus outputs provided to the Client solely for the Client’s internal business purposes and only in connection with the Services.
The Client must not copy, resell, sublicense, commercialise, reverse engineer, publish, distribute or use Lumorus Content to provide competing services unless expressly authorised in writing.
- Confidentiality
Each Party must keep the other Party’s confidential information confidential and must not disclose it except:
- to personnel, contractors, advisers or representatives who need to know it;
- as required to perform the Agreement;
- as required by law, court, regulator or public authority;
- with the other Party’s written consent.
Confidential information includes non-public business, technical, financial, legal, governance, platform, client, service, pricing, strategic and operational information.
Confidentiality obligations continue after termination
- Data protection
The Parties will comply with applicable data protection laws.
Where Lumorus processes Client Personal Data on behalf of the Client, the Data Processing Agreement applies.
Where Lumorus processes personal data for its own purposes, the Lumorus Privacy Policy applies.
The Client is responsible for ensuring that personal data provided to Lumorus has been collected, disclosed and used lawfully.
- Anti-bribery, sanctionsand lawful conduct
Each Party must comply with applicable anti-bribery, anti-corruption, anti-money laundering, sanctions, export control, modern slavery and other lawful conduct requirements.
The Client must not use the Services for unlawful, fraudulent, deceptive, sanctioned, abusive or improper purposes.
Lumorus may refuse, suspend or terminate Services where it reasonably believes that continuing to provide Services may breach applicable law, sanctions, professional obligations or ethical standards.
- Service standards and disclaimers
Lumorus will use reasonable skill and care in providing the Services.
The Services are dependent on accurate, complete and timely information from the Client.
Lumorus does not guarantee that:
- the Client will comply with all laws or regulations;
- all governance, filing or compliance obligations will be identified without accurate Client information;
- all filings will be accepted by registries or regulators;
- all deadlines will be met where the Client provides late or incomplete information;
- all risks will be detected;
- the CoSec Hub will be uninterrupted or error-free;
- any specific legal, regulatory, tax, financial, governance or commercial outcome will be achieved.
The Client remains responsible for its own governance, compliance, filing, tax, legal, regulatory, board and management obligations.
- Limitation of liability
Nothing in these Terms limits or excludes liability for:
- death or personal injury caused by negligence;
- fraud or fraudulent misrepresentation;
- wilful misconduct;
- liability that cannot lawfully be limited or excluded.
Subject to the above, Lumorus will not be liable for:
- loss of profit;
- loss of revenue;
- loss of business;
- loss of goodwill;
- loss of anticipated savings;
- indirect or consequential loss;
- loss caused by Client delay, inaccuracy, omission or failure to approve;
- penalties or fines caused by Client failure, delay or inaccurate information;
- third-party service outages outside Lumorus’ reasonable control;
- loss caused by unauthorised access resulting from Client credential sharing or poor Client access controls.
Subject to the exclusions above, Lumorus’ total aggregate liability arising out of or in connection with the Agreement will not exceed the liability cap stated in the applicable Proposal, Order Form, service schedule, website package terms or other Lumorus-approved commercial document.
Where no liability cap is stated, Lumorus’ liability will be limited to the maximum extent permitted by applicable law.
- Indemnity
The Client will indemnify Lumorus against losses, claims, costs, damages, penalties, expenses and liabilities arising from:
- Client Content;
- unlawful or unauthorised instructions;
- Client breach of the Agreement;
- Client breach of applicable law;
- misuse of the CoSec Hub by the Client or its Authorised Users;
- infringement of third-party rights by Client Content;
- inaccurate, incomplete or misleading information provided by the Client;
- failure to obtain required notices, consents, approvals, lawful bases or authorisations;
- claims by third parties arising from Client decisions, records, filings, governance actions or omissions.
This indemnity does not apply to the extent the relevant loss is caused by Lumorus’ breach of the Agreement, negligence, wilful misconduct or unlawful conduct
- Force majeure
Lumorus will not be liable for delay or failure to perform caused by events beyond its reasonable control, including:
- acts of God;
- natural disasters;
- war;
- terrorism;
- civil unrest;
- strikes;
- labour disputes;
- pandemics;
- power failures;
- internet or telecommunications failures;
- cyberattacks;
- third-party platform outages;
- government action;
- regulatory action;
- sanctions;
- failure of registries, regulators or public systems;
- supplier failure;
- events affecting banking, payment or filing infrastructure.
Lumorus will take reasonable steps to reduce the impact where practical.
- Assignment and subcontracting
The Client may not assign, transfer or subcontract its rights or obligations under the Agreement without Lumorus’ prior written consent.
Lumorus may assign, transfer or subcontract its rights or obligations to:
- a Lumorus group company;
- a successor entity;
- a purchaser of all or part of its business;
- subcontractors, contractors or service providers used to deliver the Services.
Lumorus remains responsible for subcontracted Services except as otherwise stated in the Agreement.
- Notices
Notices may be given by email, platform notice, account notification, electronic signature tool, registered post or any other method stated in the Order Form or accepted by Lumorus.
Notices to Lumorus should be sent to:
Email: [email protected]
Address: City Pavilion, 27 Bush Lane, Cannon Green, United Kingdom, EC4R 0AA
Notices to the Client may be sent to the email address, billing contact, authorised representative or platform account details provided by the Client.
The Client is responsible for keeping contact details up to date.
- Complaints
The Client may raise complaints in accordance with the Consumer Protection and Fair Use Policy.
Complaints should be sent through the complaints process stated by Lumorus, which may include email, platform request, online form or written notice.
Unless Lumorus states otherwise, complaints should be sent to:
Email: [email protected]
Subject line: Complaint – [Client Name]
Lumorus will aim to investigate complaints fairly and provide a response within the timeframe stated in the Consumer Protection and Fair Use Policy, applicable service schedule or applicable law.
- Changes to the Services, Fees, Packages or Terms
Lumorus may update the Services, Packages, Fees, service limits, support arrangements, Platform Terms, policies or these Terms from time to time.
Changes may be made for reasons including:
- legal or regulatory changes;
- service improvement;
- platform development;
- security;
- supplier changes;
- operational requirements;
- changes in business model;
- risk management;
- market conditions;
- inflation or cost changes;
- changes in third-party provider charges;
- changes in registry, filing or regulatory costs.
Where Lumorus makes material changes that affect existing Clients, it will provide reasonable notice where practical.
Continued use of the Services after the effective date of updated Terms will constitute acceptance of the updated Terms, unless applicable law requires a different process.
Fee increases, Package changes or service limit changes will apply in accordance with the applicable Proposal, Order Form, website package terms, renewal terms or notice given to the Client.
- Entire agreement
The Agreement constitutes the entire agreement between the Parties in relation to the Services and replaces all prior discussions, proposals, representations, marketing materials, statements, understandings or agreements relating to the same subject matter.
The Client acknowledges that it has not relied on any statement, promise, representation or assurance that is not set out in the Agreement.
Nothing in this clause limits liability for fraud or fraudulent misrepresentation.
- Severance
If any part of the Agreement is found to be invalid, unlawful or unenforceable, that part will be treated as modified to the minimum extent necessary to make it valid, lawful and enforceable. If modification is not possible, that part will be deleted. The remaining parts of the Agreement will continue in force.
- Waiver
A delay or failure by either Party to enforce any right under the Agreement does not waive that right. A waiver must be in writing and applies only to the specific circumstances for which it is given.
- No partnership or agency
Nothing in the Agreement creates a partnership, joint venture, employment relationship, fiduciary relationship or agency relationship between the Parties.
Lumorus is an independent contractor.
The Client remains responsible for its own corporate decisions, board decisions, governance obligations, filings, compliance and management actions.
- Third-party rights
Except where expressly stated, no person other than the Parties has the right to enforce the Agreement.
- Governing law andjurisdiction
These Terms and the Agreement are governed by the laws of England and Wales.
The courts of England and Wales will have exclusive jurisdiction to resolve disputes arising out of or in connection with the Agreement, unless mandatory applicable law requires otherwise.
Nothing in this clause prevents either Party from seeking urgent injunctive or protective relief in another jurisdiction where necessary.
Nothing in this clause limits rights that cannot lawfully be excluded under applicable consumer, data protection or other mandatory laws.
- Electronic acceptance
These Terms may be accepted electronically, including by ticking a box, clicking “I agree”, signing electronically, accepting an online order, creating an account, accessing the CoSec Hub, subscribing to the Services or otherwise accepting the applicable Lumorus terms.
Electronic acceptance has the same effect as signing these Terms by hand, to the fullest extent permitted by applicable law.
