Luminustra Partner Agreement
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Parties:
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Luminustra [Luminustra Limited], a [registered in England & Wales No.16192090] (hereinafter referred to as "Luminustra").
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The individual or entity completing the online enrollment process to become a partner in Luminustra’s Managed Customer Revenue Share Program (hereinafter referred to as "Partner").
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Recitals:
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A. Luminustra has developed and owns a proprietary SaaS platform known as "Engage by Luminustra," an innovative service powered by Agentic AI that fuels explosive growth by delivering compelling, ready-to-publish content weekly, freeing up your time to focus on scaling your business (hereinafter referred to as "Engage").
B. Luminustra desires to engage trusted partners who actively use and understand the value of Engage to introduce potential customers and support their long-term engagement, under the terms and conditions set forth herein.
C. The Partner desires to participate in Luminustra’s Managed Customer Revenue Share Program and to market and support Engage in accordance with this Agreement, and acknowledges that by completing the online enrollment process, they agree to maintain an active subscription to Engage as a condition of participation and to be bound by these terms.
Agreement:
1. Definitions:
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Active User: A customer of Engage who has a valid and paid subscription to Engage. The specific definition of "active" is further defined in Exhibit A: Definition of Active User.
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Agreement: This Online Partner Agreement, including all Exhibits and Schedules accessible online.
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Confidential Information: Any non-public information disclosed by one Party to the other, either directly or indirectly, in writing, orally, or by inspection of tangible objects.
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Customer: Any individual or entity introduced to Engage by the Partner and who subscribes to Engage.
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Effective Date: The date on which the Partner completes the online enrollment process and clicks the "I Agree" or similar button.
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Intellectual Property Rights: All patents, trademarks, service marks, copyrights, trade secrets, know-how, and other intellectual property rights, whether registered or unregistered.
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Managed Customer Revenue Share Program: The program under which the Partner earns a recurring revenue share based on the fees paid by their referred Active Users, contingent upon the Partner maintaining an active subscription to Engage.
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Net Revenue: The actual fees received by Luminustra from a Customer, less any applicable taxes, discounts, refunds, or credits.
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Term: The duration of this Agreement as set forth in Section 9.
2. Eligibility and Appointment:
2.1. Eligibility: To be and remain eligible as a Partner in the Managed Customer Revenue Share Program, the Partner must maintain an active and paid subscription to Engage throughout the Term of this Agreement. Luminustra reserves the right to verify the Partner's subscription status.
2.2. Luminustra hereby appoints the Partner as a non-exclusive partner to market and promote Engage to potential Customers in accordance with the terms of this Agreement, provided the Partner meets and continues to meet the eligibility requirements.
2.3. The Partner hereby accepts this appointment and agrees to perform its obligations hereunder and to maintain an active Engage subscription.
3. Partner Responsibilities:
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3.1. Active User Requirement: The Partner acknowledges that a key aspect of effectively promoting Engage is firsthand experience with the platform and agrees to maintain their own active subscription to Engage.
3.2. Customer Referral: The Partner shall use commercially reasonable efforts to identify and introduce potential Customers to Engage.
3.3. Customer Support: The Partner is responsible for providing first-level support to their referred Customers. This includes, but is not limited to:
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Assisting with initial onboarding and account setup.
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Answering general inquiries about Engage's features and basic usage.
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Providing guidance on accessing available resources and documentation.
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Troubleshooting common and easily resolvable issues.
The Partner will escalate technical issues, product-specific questions, and any problems requiring in-depth platform knowledge to Luminustra's designated support channels. Luminustra will be responsible for providing second-level and beyond technical and product support.
3.4. Compliance: The Partner shall comply with all applicable laws, regulations, and Luminustra’s policies and guidelines in performing its obligations under this Agreement.
3.5. Marketing Materials: The Partner may use marketing materials provided by Luminustra, subject to Luminustra’s prior written approval. The Partner shall not create its own marketing materials without Luminustra’s express written consent.
3.6. Customer Relationship: The Partner will be the primary point of contact for the Customers they refer, taking ownership of the initial onboarding process, addressing basic inquiries, and fostering early adoption of Engage. The Partner is expected to actively manage the ongoing relationship by maintaining regular communication, understanding the customer's evolving needs, providing first-level support as defined in Section 3.3, and sharing relevant updates and resources. While Luminustra retains ownership of the customer account and handles billing and technical platform support, the Partner plays a vital role in nurturing customer satisfaction, encouraging long-term engagement, and acting as a key liaison for feedback and general assistance.
4. Luminustra Responsibilities:
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4.1. Platform Provision: Luminustra shall provide and maintain the Engage platform.
4.2. Billing and Collection: Luminustra shall be responsible for all billing and collection of fees from Customers.
4.3. Commission Payment: Luminustra shall pay the Partner the Revenue Share as set forth in Section 5, provided the Partner is in compliance with the eligibility requirements outlined in Section 2.1.
4.4. Support to Partner: Luminustra shall provide reasonable support and training to the Partner to enable them to effectively market and support Engage.
5. Revenue Share and Payment:
5.1. Revenue Share: For each Customer introduced by the Partner who becomes and remains an Active User, Luminustra shall pay the Partner a monthly revenue share of the Net Revenue received by Luminustra from that Active User, subject to the Partner's ongoing active subscription to Engage. The specific revenue share percentage is detailed in Exhibit B: Revenue Share Percentage.
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5.2. Payment Terms: Luminustra shall calculate the Revenue Share earned by eligible Partners at the end of each calendar month. Payment shall be made to the Partner within 12 days following the end of the month, provided that the Partner maintains an active Engage subscription and the total amount due is equal to or greater than:
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£50 for Partners with a bank account in the UK.
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£250 for Partners with a bank account outside the UK.
If the amount due is less than the applicable threshold, it shall be carried over to the next payment period until the threshold is met and the Partner has an active subscription.
5.3. Payment Method: Payments shall be made via electronic funds transfer to the bank account details provided by the Partner through the online partner section of our website. Domestic payments within the UK will typically be made via Faster Payments. International payments will typically be made using an international money transfer service. Luminustra reserves the right to use specific providers or other comparable electronic transfer methods as necessary, with notification to the Partner where practicable.
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6. Intellectual Property Rights:
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6.1. Luminustra retains all right, title, and interest in and to Engage, including all Intellectual Property Rights therein. Nothing in this Agreement shall be construed as granting the Partner any ownership rights in Engage.
6.2. The Partner acknowledges that Luminustra’s trademarks, service marks, and logos are the exclusive property of Luminustra and agrees not to use them without Luminustra’s prior written consent and in accordance with Luminustra’s branding guidelines, which are available on our website.
7. Confidentiality:
7.1. Each Party agrees to hold the other Party’s Confidential Information in strict confidence and not to disclose it to any third party without the disclosing Party’s prior written consent.
7.2. The obligations of confidentiality shall survive the termination of this Agreement for a period of 2 years.
8. Data Protection:
8.1. Each Party shall comply with all applicable data protection laws and regulations.
8.2. To the extent that the Partner processes any personal data of Customers, the Parties shall enter into a separate Data Processing Agreement that complies with applicable data protection laws, available upon request.
9. Term and Termination:
9.1. Term: This Agreement shall commence on the Effective Date and shall continue for an initial term of 3 months (the "Initial Term"). Upon expiration of the Initial Term, this Agreement shall automatically renew for successive 3 months terms (each a "Renewal Term," and together with the Initial Term, the "Term") unless either Party provides written notice of non-renewal at least 30 days prior to the end of the then-current term via email.
9.2. Termination for Cause by Luminustra: Luminustra may terminate this Agreement with immediate effect if the Partner fails to maintain an active and paid subscription to Engage or if the Partner materially breaches any other provision of this Agreement and fails to cure such breach within 21 days after receiving written notice thereof.
9.3. Termination for Cause by Partner: The Partner may terminate this Agreement upon written notice (via email) to Luminustra if Luminustra materially breaches any provision of this Agreement and fails to cure such breach within 21 days after receiving written notice thereof.
9.4. Termination for Convenience: Luminustra may terminate this Agreement at any time for convenience upon providing 30 days written notice (via email) to the Partner.
9.5. Effect of Termination: Upon termination of this Agreement for any reason:
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The Partner shall cease all marketing and promotional activities related to Engage.
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Luminustra shall cease paying the Partner any further Revenue Share, except for amounts earned prior to the effective date of termination for Active Users who were referred by the Partner and remain active at the time of termination, provided the Partner was in compliance with the eligibility requirements (including having an active Engage subscription) at the time the referrals were made and at the time of termination, subject to the terms outlined in Exhibit B.
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Each Party shall return or destroy the other Party’s Confidential Information upon request.
10. Indemnification:
10.1. The Partner agrees to indemnify, defend, and hold harmless Luminustra and its affiliates, officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to (a) the Partner’s breach of this Agreement, (b) the Partner’s marketing or promotion of Engage, or (c) the Partner’s support of Customers.
10.2. Luminustra agrees to indemnify, defend, and hold harmless the Partner and its affiliates, officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to (a) the functionality or performance of Engage, or (b) Luminustra’s breach of this Agreement.
11. Limitation of Liability:
11.1. Nothing in this Agreement shall exclude or in any way limit either Party’s liability for:
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death or personal injury caused by its negligence (or the negligence of its employees, agents or subcontractors);
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fraud or fraudulent misrepresentation; or
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any other liability which cannot be excluded or limited under applicable law in the United Kingdom.
11.2. Subject to clause 11.1, neither Party shall be liable to the other Party for any:
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loss of profits;
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loss of business;
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loss of revenue;
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loss of anticipated savings;
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loss of goodwill;
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loss of reputation;
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loss of use;
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loss of data or information; or
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any indirect, special, or consequential loss or damage, arising out of or in connection with this Agreement, whether based on contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable.
11.3. Subject to clauses 11.1 and 11.2, the total aggregate liability of either Party to the other Party under or in connection with this Agreement, whether arising in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no event exceed the total amount of Revenue Share paid or payable by Luminustra to the Partner in the 2 months immediately preceding the date on which the claim first arose. If no Revenue Share has been paid during such period, the total aggregate liability of Luminustra shall be limited to £100.
12. Governing Law and Dispute Resolution:
12.1. This Agreement shall be governed by and construed in accordance with the laws of England and Wales.
12.2. Any dispute arising out of or relating to this Agreement shall be initially referred to senior representatives of each Party who shall meet and attempt in good faith to resolve the dispute through negotiation within 90 days of it arising. If the dispute is not resolved through negotiation, any such dispute shall be referred to and finally resolved by arbitration under the Rules of the London Court of International Arbitration (LCIA), which Rules are deemed to be incorporated by reference into this clause. The seat, or legal place, of arbitration shall be London, England. The language to be used in the arbitral proceedings shall be English. The number of arbitrators shall be Three.
13. Entire Agreement:
13.1. This Agreement, together with the Exhibits and Schedules accessible online, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior1 or contemporaneous communications and proposals, whether oral or written.2
14. Amendments:
14.1. Luminustra reserves the right to modify this Agreement at any time by posting the updated version online. Continued participation in the Partner Program after such modifications constitutes acceptance of the updated Agreement. Partners will be notified of significant changes via email.
15. Notices:
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15.1. All formal notices under this Agreement shall be in writing and shall be deemed to have been duly given when (a) delivered personally, (b) sent by registered or certified mail, return receipt requested, or (c) sent by reputable overnight courier service, to the addresses set forth in the Partner's online registration (for notices to Partner) and above (for notices to Luminustra). Routine communications and updates may be provided via email.
16. Independent Contractors:
16.1. The relationship between the Parties is that of independent contractors. Nothing in this Agreement shall be construed as creating any agency, partnership, joint venture, employment, or fiduciary relationship between the Parties.
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17. Assignment:
17.1. Neither Party may assign, transfer, charge, subcontract or deal in any other manner with any of its rights or obligations under this Agreement, or purport to do any of the same, without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed.
17.2. Notwithstanding clause 17.1, Luminustra shall be entitled to assign its rights and obligations under this Agreement to any of its Affiliates or in connection with a merger, acquisition, reorganisation, or sale of all or substantially all of its assets without the prior written consent of the Partner.
17.3. For the purposes of this clause 17, "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with the Party in question. For this definition, "control" means the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities, by contract,3 or otherwise.
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18. Force Majeure:
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18.1. Neither Party shall be liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused by any event beyond the reasonable control of such Party, including but not limited to acts of God, war, terrorism, riots, natural disasters, and governmental actions.
19. Exhibits and Schedules:
19.1. The following Exhibits and Schedules are accessible online and form an integral part of this Agreement:
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Acceptance of Terms:
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By completing the online enrollment process and clicking the "I Agree" or similar button, the Partner acknowledges that they have read, understood, and agree to be bound by all the terms and conditions of this Online Partner Agreement, including the requirement to maintain an active subscription to Engage as a condition of participation and receiving revenue share, as well as all linked Exhibits and Schedules. This electronic acceptance shall have the same force and effect as a written agreement signed by the Partner.
Luminustra
By: Leslie Coelho
Authorized Representative of Luminustra