Luminarflo’s Services

Luminarflo provides an online platform that provides companies and service providers online tools to manage their on-demand projects. Luminarflo offers distinct products uniquely designed for users to more easily manage, including but not limited to, the contract, scope of work, project management, invoicing, payment, and reviewing aspects of their business.

Luminarflo’s Services are always evolving and may change from time to time without notice. Luminarflo may cease or suspend Services (or any Services feature) at any time in its sole and absolute discretion. New features introduced by Luminarflo will also be subject to these Terms of Services.

General Rules About Creating Accounts

To be eligible to create an account, you must be at least 18 years of age and able to form a legally binding contract.

To access the Services, you must have an account established through the online registration process and have agreed to these Terms of Service.

You are responsible for safeguarding your password and shall not disclose such password to any third party. You are solely responsible and liable for any activities or actions taken under your account, whether or not you have authorised such activities or actions. Luminarflo shall not be liable for any loss or damage arising from the failure of any user to keep their password or account secure.

You are solely responsible for the accuracy of the Content submitted by you to the Platform. “Content” is defined as any and all text, data, information or digital images submitted, uploaded, or imported by or to the Platform, including, but not limited to, photographs, contact information, project information and transaction details (cost, payment terms, deliverables, etc.), professional and educational background, client information, etc.

Fees - Service Provider Services

Portions of Luminarflo’s Service Provider Services are offered for free in a limited capacity, either in the product's available or quantity of use. Luminarflo reserves the right to change the availability of the free offerings and services, including retroactively.

Luminarflo also offers paid Service Provider Services in accordance with the section below.

Subscription Terms

Your subscription begins as soon as your initial payment is processed. You will be charged the monthly or annual rate stated at the time of purchase, plus applicable taxes. Your subscription will automatically renew on your renewal date until you cancel. You authorise us to store your payment method(s) and to automatically charge your payment method(s) every billing cycle until you cancel your subscription.

Luminarflo will automatically charge you the then-current rate for your plan, plus applicable taxes, every month or year upon renewal until you cancel. Luminarflo may change your plan’s rate each renewal term and will notify you of any rate change with the option to cancel. If the applicable VAT or GST rate (or other included tax or duty) changes during your billing cycle, we will accordingly adjust the tax-inclusive price for your plan on your next billing date.

If your primary payment method fails, you authorise Luminarflo to charge any other payment method in your account. If you have not provided a backup payment method(s) and you fail to provide payment or if all payment methods in your account fail, we may suspend, downgrade or cancel your subscription. You can edit your payment information any time on your Settings page.

For European Economic Area customers, your bank may require you to authenticate your initial purchase using a password, a one-time code sent to your mobile number or biometric recognition. When you authenticate, you also authorise Luminarflo to charge your payment method for your additional purchases without providing us further payment information or other instructions (i.e., we will initiate future payments independently). Such additional purchases may occur when we automatically charge your payment method in connection with a recurring subscription or when you add or change licences or products.

Cancellation Terms

You can cancel your subscription any time via your Settings page or by contacting Customer Support. Your payment is non-refundable and your service will continue until the end of your contracted term.

Content Representations and Warranties

Luminarflo is not responsible for the Content posted by you. You are solely responsible for any Content that you post. Luminarflo shall not be liable for any damage or harm resulting from any Content posted by you on the Platform. Luminarflo reserves the right, but has no obligation, to take any action to restrict or remove access to any Content, objectionable or otherwise, posted by Platform users.

By uploading, submitting and posting Content to the Platform, you further represent and warrant (1) that you have all right, title, licence and authority to upload, submit and post the Content, including the right to publish and distribute by electronic and digital means, and (2) the Content does not (a) violate, infringe or misappropriate on the rights associated with any third parties, including, but not limited to, privacy rights, copyright, trademark, trade secrets, patents or other intellectual property rights of any third party, or (b) violate any statute, law, ordinance or regulation.

Luminarflo has the right, but not the obligation, to review, edit, refuse to post, delete, disable access to, or otherwise make unavailable any Content, without notice in its sole and absolute discretion.

Confidentiality and Non-Disclosure

To facilitate project management services provided through the Platform, you may provide confidential project-related information, including, but not limited to, the terms of any contracts executed on the Platform (“Confidential Information”).

Luminarflo agrees not to disclose any Confidential Information to any third party for any reason without your prior written consent. Luminarflo will not disclose any Confidential Information to any person or entity. You understand and agree that Luminarflo’s employees shall be able to access and review the Content and other Confidential Information to enable the delivery of the Services in accordance with these Terms of Service.

In the event Luminarflo is requested or required by legal process to disclose any of the Confidential Information, Luminarflo shall give you prompt notice so that you may seek a protective order or other appropriate relief prior to any such disclosure. In the event that such protective order is not obtained, Luminarflo shall disclose only that portion of the Confidential Information that its legal counsel advises that it is legally required to disclose, and shall work with the owner of such Confidential Information to minimise the extent and effect.

Notwithstanding the foregoing, Luminarflo may reference on the Platform project-related details regarding overall fees paid to service providers or the length and type of engagement in order to promote and improve the Services.

Privacy

Luminarflo will only use personal information and anonymous aggregated data in accordance with its:

Content Licence

You grant Luminarflo a worldwide, limited, non-exclusive, royalty-free licence to process, host, copy, transmit, display, modify, adapt, distribute, reproduce, use and sublicense the Content submitted by you to the Platform for the purposes of providing the Services herein, in any and all media or distribution methods (whether now known or later developed).

Luminarflo shall retain all right, title, and interest in the Platform and Services, and all legally protectable elements or derivative works therefrom. You shall retain all right, title and interest in and to the legally protectable elements of the Content submitted by you to the Platform.

Services Licence

In using the Services, Luminarflo hereby grants a limited, non-transferable, non-exclusive, revocable licence to access and use the Services. You may not, either directly or indirectly, sublicense, sell, lease, or otherwise transfer or grant third-party access to the Services at any time.

This licence is for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by Luminarflo, in the manner permitted by these Terms of Service. You agree not to use the Services for any other purpose. You may keep, for your own personal or business-related records, electronic and physical copies of documents you have created through the Services. Resale or unauthorised distribution of Luminarflo’s Services, materials or documents is strictly prohibited.

Information & Services Disclaimer

Luminarflo is not a law firm, an attorney or a professional advisor in any industry. Luminarflo provides an automated software solution to individuals who choose to prepare their own contractual documents. The Services and related documents and materials provided by Luminarflo do not constitute legal advice and are for your private use. Luminarflo does not review the information you provide for legal accuracy or sufficiency. If you need legal advice as to specific contract terms or have questions regarding terms applicability or enforceability, you should consult with a licensed attorney. Luminarflo, its Services, and its Content are not a substitute for legal advice from a qualified attorney licensed to practice in an appropriate jurisdiction.

Reliance and use of the Services, documents and materials obtained from the Platform shall be at your own risk and Luminarflo shall not be liable for any use of, or reliance on, the Services, materials and documents offered herein.

Electronic Signature Services

Luminarflo provides users the ability to generate eSignatures for contracts utilised on the Platform. Electronic signatures shall be treated by users as having the same force and effect as a manual signature. Luminarflo is not responsible for authenticating any signatures generated on the Platform or with the Services.

Ratings & Reviews

Users may submit their reviews and ratings of other users for whom services have been exchanged on the Platform. Reviews shall be available to other users on the Platform. Luminarflo reserves the right, in its sole and absolute discretion, to remove any Content that violates these Terms of Service.

Permission to Use Name & Logos

You grant to Luminarflo an unrestricted right and licence to use your individual and/or company name, logo and/or relevant trademarks (“Properties”) to market and promote the Platform. This includes the worldwide right to copy, translate, broadcast, transmit, distribute, exhibit, perform, publish and display the Properties as incorporated into Luminarflo’s marketing and promotional materials.

Luminarflo is granted no other rights to the Properties and acknowledges that it shall not gain any proprietary interest in the Properties.

Luminarflo is under no obligation to make use of or to provide compensation for any of the rights or permissions granted. Luminarflo shall be the exclusive owner of all right, title, and interest, including copyrights, in Luminarflo’s marketing and promotional materials.

You may terminate Luminarflo’s permission and licence to use the Properties upon thirty (30) days prior written notice to Luminarflo.

User Feedback & Idea Submissions

Luminarflo welcomes all feedback to improve our Platform and Services, but considers any feedback from its users to be helpful advice, freely given. To ensure against any misunderstandings, we want to emphasise that we do not compensate for any ideas, proposals or suggestions provided by its users to Luminarflo in accordance with the following:

Luminarflo considers any suggestions, ideas, proposals, user-feedback or other material submitted to it by users, whether solicited or unsolicited, (collectively, the "Material") to be non-confidential and non-proprietary. Luminarflo shall not be liable for the disclosure, use or exploitation of such Material.

You hereby grant and agree to grant Luminarflo, a worldwide, non-exclusive, perpetual, irrevocable, royalty-free and transferable right and licence to incorporate, use, publish and exploit the Material for any purpose whatsoever, commercial or otherwise, without compensation or accounting.

Prohibited Conduct

In your use of the Platform and Services, you may not:

1. Distribute, licence, sell, or transfer the Services, any component of the Services;
2. Reverse engineer, decompile, or attempt to derive the source code for underlying software or other intellectual property used to provide the Services;
3. Attempt to gain unauthorised access to the Services, or to the computers, servers, and networks connected to the Services
4. Post false, inaccurate, misleading, defamatory or harassing content;
5. Post obscene or sexually explicit content;
6. Violate any law, statute, ordinance or regulation;
7. Infringe upon any patent, copyright, trademark, trade secret, right of publicity or other third party rights;
8. Attempt to use another account, impersonate another person or entity, misrepresent your affiliation with a person or entity, or create or use a false identity;
9. Utilise the Platform’s invoicing tools to make payments to yourself or your organisation;
10. Input payment information on behalf of a third party to process payments through the Platform;
11. Distribute or transmit any code, virus or any other technologies, whether now known or yet to be developed, that may harm the Platform or its users;
12. Modify, adapt or hack the Platform or modify another website so as to falsely imply that it is associated with Luminarflo;
13. Distribute or post spam, unsolicited or bulk electronic communications to Platform users;
14. Use any robot, spider, scraper or other automated means to access the Platform for any purpose whatsoever;
15. Take any action that imposes, or may impose, an unreasonable or disproportionately large load on the Platform’s infrastructure;
16. Interfere or attempt to interfere with the proper working of the Platform, its services or tools; or
17. Bypass the Platform’s robot exclusion headers or other measures Luminarflo may use to prevent or restrict access to Luminarflo.

Termination by Luminarflo

Services can be terminated at any time by either party in their sole and absolute discretion. Service account holders can deactivate their account at any time.

Subscription Services cannot be terminated for convenience during the term of the Subscription Service. Either party may provide notice of non renewal in accordance with these Terms of Service.

Luminarflo may temporarily suspend or terminate the Services or Subscription Services at any time, without prior notice or liability, if:

1. You breach these Terms of Service;
2. Luminarflo determines that you have engaged in improper or fraudulent activity in connection with the Platform and/or Services or that your actions may cause legal liability or financial loss to Luminarflo;
3. Luminarflo believes you are infringing the rights of third parties;
4. An account holder files for bankruptcy or insolvency; and/or
5. You fail to pay any applicable fees.

The following Sections survive termination of the Services: Confidentiality, Content Licence, Dispute Resolution, Disclaimers and Exclusions, Release, Indemnification, and Governing Law.

Customer Support

Luminarflo is available by email: [email protected] to address any issues you may have regarding your use of the Platform. Most concerns can be quickly resolved in this manner.

Dispute Resolution

We wish to address your concerns without going through a formal legal process. Before filing a claim against Luminarflo, you agree to try to resolve the dispute informally by contacting [email protected]. We will respond to you by email as soon as practicable; however a lack of response shall not be deemed to constitute any acquiescence or waiver. We will try our best to resolve the dispute informally within thirty (30) days. If the dispute is not resolved within such a period, you or Luminarflo may bring a formal proceeding.

Luminarflo and you agree that all disputes, controversies, and claims arising out of or in relation to the Services, these Terms and our Payment Terms (including the existence, validity, interpretation, performance, breach, or termination thereof) shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) under the UNCITRAL Arbitration Rules in force when the notice of arbitration is submitted, as modified by the SIAC Procedures for the Administration of Arbitration under the UNCITRAL Arbitration Rules.

The law of arbitration shall be Singapore law and the place of arbitration shall be Singapore. The number of arbitrators shall be one, except where the amount in dispute exceeds SGD 50,000, in which case the number of arbitrators shall be three. The arbitration proceedings shall be conducted in English.

For the avoidance of doubt, any arbitration under these Terms will take place on an individual basis; class arbitrations and class actions are not permitted.

Notwithstanding the foregoing, you or Luminarflo may bring an individual action in a small claims court. You agree that, by entering into these Terms, you and Luminarflo are each waiving the right to bring an action in a court of law (save the small claims court) or to participate in a class action.

If we make any future change to this dispute resolution clause, that change will not apply to any dispute of which notice of arbitration has been filed on or before the effective date of the change.

Luminarflo's Intellectual Property

The Platform and its logos, design, text, graphics, and other files, and the selection, arrangement and organisation thereof, are owned by Luminarflo. You may not use such materials without permission.

LUMINARFLO ALL RIGHTS RESERVED

Luminarflo and its logos are trademarks owned by Luminarflo. All page headers, custom graphics, button icons and scripts are trademarks or trade dress of Luminarflo.

Unless otherwise stated herein, nothing in these Terms of Service or your use of the Platform gives you a right or licence to use any of Luminarflo’s copyrights, trade names, trademarks, service marks, logos, domain names, or any other intellectual property rights.

Copyright Infringement Notice

Luminarflo respects the intellectual property rights of others and asks that you do too. In the event of suspected copyright infringement, please email us at [email protected]. We will respond to notices of alleged copyright infringement that comply with applicable legal requirements and properly provided to us.

Disclaimers and Exclusions

LUMINARFLO, THE PLATFORM, SERVICES AND ALL INFORMATION, CONTENT, DOCUMENTS MATERIALS, AND PRODUCTS INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE PLATFORM ARE PROVIDED ON AN “BASIS”. LUMINARFLO DOES NOT REPRESENT OR WARRANT THAT THE PLATFORM, SERVICES, INFORMATION, CONTENT, DOCUMENTS MATERIALS, AND PRODUCTS WILL BE FREE OF DEFECTS, INACCURACIES OR ERRORS, WILL MEET YOUR REQUIREMENTS, OR WILL OPERATE IN THE CONFIGURATION OR WITH OTHER HARDWARE OR SOFTWARE YOU USE. ANY AND ALL REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY AND NON-INFRINGEMENT AND WILL NOT BE LIABLE FOR YOUR USE OF OR RELIANCE ON SUCH INFORMATION, PLATFORM, SERVICES, INFORMATION, CONTENT, DOCUMENTS MATERIALS, AND PRODUCTS.

LUMINARFLO DISCLAIMS ANY AND ALL LIABILITY FOR THE ACTS, OMISSIONS AND CONDUCT OF ANY THIRD PARTIES IN CONNECTION WITH OR RELATED TO YOUR USE OF THE PLATFORM AND/OR ANY LUMINARFLO SERVICES. LUMINARFLO DOES NOT CONTROL ANY THIRD PARTY LINKS, SERVICES, GOODS, RESOURCES AND INFORMATION ON THE PLATFORM. REGARDING THIRD PARTY SERVICES, GOODS, RESOURCES AND INFORMATION INCLUDING, WITHOUT LIMITATION, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY AND NON-INFRINGEMENT AND WILL NOT BE LIABLE FOR YOUR USE OF OR RELIANCE ON SUCH THIRD PARTY SERVICES, GOODS, RESOURCES OR INFORMATION.

TO THE EXTENT PERMITTED BY APPLICABLE LAW, LUMINARFLO WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE OR SPECIAL DAMAGES (INCLUDING DAMAGES FOR LOST PROFITS, LOST DATA OR LOSS OF GOODWILL) ARISING OUT OF, RELATING TO OR CONNECTED WITH THE USE OF THE PLATFORM, SERVICES, INFORMATION, CONTENT, DOCUMENTS MATERIALS, AND PRODUCTS, EVEN IF LUMINARFLO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF LUMINARFLO, NOR ANY OF ITS EMPLOYEES, REPRESENTATIVES, AGENTS, VOLUNTEERS, ATTORNEYS, MANAGERS, LICENSORS, BUSINESS PARTNERS, SUPPLIERS, OR VENDORS, ARISING FROM, RELATING TO, OR CONNECTED WITH THE PLATFORM, SERVICES, INFORMATION, CONTENT, DOCUMENTS MATERIALS, AND PRODUCTS EXCEED SGD 500 OR THE FEES PAID TO LUMINARFLO IN THE SIX MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, WHICHEVER IS GREATER.

Release

If you have a dispute arising from, related to, or connected with your use of the Platform and Services, or the information, content, documents materials or products made available through the Platform and Services, you hereby release Luminarflo and its subsidiaries, affiliates, officers, directors, shareholders, employees, representatives, agents, volunteers, attorneys, managers, licensors, business partners and each of their respective successors and assigns from all claims, demands, causes of action, liabilities, legal fees and costs, and damages (actual and consequential) of every kind and nature, known and unknown, suspected or unsuspected, arising out of or in any way connected with such disputes.

Indemnification

To the maximum extent permitted by law, you agree to indemnify, defend and hold harmless Luminarflo, and its subsidiaries, affiliates, officers, directors, shareholders, employees, representatives, agents, volunteers, attorneys, managers, licensors, business partners and each of their respective successors and assigns (the “Indemnified Parties'') from and against all damages, losses, liabilities, claims, expenses, fees or costs (including, without limitation, attorneys’ fees and costs) incurred in connection with any claim, demand or action brought or asserted against any of the Indemnified Parties (i) alleging facts or circumstances that would constitute a breach of any provision of these Terms of Service by you, (ii) arising from your breach of any representations or warranties under these Terms of Service, (iii) arising from, related to, or connected with your use or misuse of the Platform or Services, and (iv) any actual prospective or actual transaction between you and a third party using any document generated by the Platform/Services provided herein. Luminarflo reserves the right to assume the exclusive defence and control of any matter subject to indemnification by you.

Severability

If any provision contained in these Terms of Service is or becomes invalid, illegal, or unenforceable in whole or in part, such invalidity, illegality, or unenforceability shall not affect the enforceability of the remaining provisions and portions of these Terms of Service, and the invalid, illegal, or unenforceable provision shall be deemed modified so as to have the most similar result that is valid and enforceable under applicable law.

Modifications

Our employees, volunteers or agents are not authorised to vary these Terms of Service. No modification of these Terms shall be effective unless it is in writing and either signed by an authorised representative of Luminarflo or posted on this Platform.

No Agency

No agency, partnership, joint venture, employee-employer, or franchisor-franchisee relationship is intended or created by these Terms.

Assignment

You shall not assign any of the rights or obligations under these Terms without the prior written consent of Luminarflo. Luminarflo may at any time assign, transfer or subcontract any or all of its rights or obligations under these Terms without your consent.

Successors and Assigns

These Terms are binding on and inure to the benefit of the parties and their respective successors and permitted assigns.

Governing Law

These Terms of Service shall be governed by, construed and enforced in accordance with the laws of of the Republic of Singapore. The parties agree to submit to the exclusive jurisdiction of the Singapore courts.

No Waiver

The failure or delay of either party to exercise any right, power or privilege under these Terms of Service will not operate as a waiver thereof.

Interpretation

Headings are for reference purposes only and do not limit the scope or extent of such sections.

Force Majeure

Luminarflo will not be liable or responsible for any delays in service, for failing to provide its services or to operate the Platform or provide the Services as a result of any event beyond its reasonable control, including, without limitation, adverse weather conditions, internet outage or interruption of service, power or telecommunications outage, fire, flood, civil disobedience, labor disruptions, strikes, lockouts, freight embargoes, terrorism, natural disaster, war or acts of God.

Notices

All notices required or permitted to be given under these Terms of Service will be in writing and delivered to: [email protected]. All notices by Luminarflo will be sent to you by email or will be conspicuously posted on the Platform.

Entire Agreement

These Terms of Service comprise the entire agreement between you and Luminarflo and supersede all prior or contemporaneous agreements, written or oral, between the parties regarding the subject matter contained herein.