Lumo Partner Agreement v4.0

1. Summary

This summary is for convenience. The full terms below are what apply.

• You introduce homeowners to Lumo. We provide our Lumo Tariff Optimisation and Lumo Grid Rewards services directly to them, under our Terms of Service and Grid Rewards Terms.
• For each customer you refer whose battery takes part in Grid Rewards, we pay you a referral payment for as long as it keeps taking part. The current rates are in the Referral Payment Schedule, which sits alongside this agreement.
• There is no payment for customers who use Tariff Optimisation only.
• We pay you every quarter. We produce your statement and, if you are VAT registered, your VAT invoice.
• We can change the Referral Payment Schedule on 30 days' notice. Changes apply to every customer you have referred, including after this agreement ends.
• You must describe Lumo accurately, using our current materials. That includes explaining the eligibility check before a customer signs up, and confirming that we pay you a referral payment if a customer asks.
• Either of us can end this agreement on 30 days' notice. If we end it, we keep paying you for customers you referred before the end date for as long as they stay active, but not for customers referred after it. If you end it, payments stop on the end date. They also stop if we end the agreement because of your fraud or serious breach, or if you encourage those customers to leave. Section 10 has the details.

2. Definitions

In this agreement:

• "Active Customer" means a Referred Customer whose battery is taking part in Grid Rewards, from the day their Grid Rewards start until the day they end for any reason.
• "Approved Materials" means the sales materials, wording and rates we make available to you in the Lumo Hub or confirm to you in writing.
• "Customer Terms" means our Terms of Service and our Grid Rewards Terms, as updated from time to time.
• "Grid Rewards" means the service we call Lumo Grid Rewards, as described in the Customer Terms.
• "Lumo Hub" means our online partner portal.
• "Quarter" means each period of three months ending on 31 March, 30 June, 30 September and 31 December.
• "Referral Payment" means the payment we make to you under section 7.
• "Referral Payment Schedule" means the document titled "Lumo Referral Payments" that we give you, as updated from time to time under section 12.3, in the version in effect at the relevant time. Each version states its effective date.
• "Referred Customer" means a customer referred by you under section 6.
• "Tariff Optimisation" means the service we call Lumo Tariff Optimisation, as described in the Customer Terms.

3. Your role and responsibilities

3.1 Your role. You may introduce Lumo to homeowners and help them connect their equipment. Customers contract with us directly, under the Customer Terms. You cannot make promises on our behalf or change the Customer Terms.

3.2 Describing Lumo accurately. When you introduce Lumo, you must:

• use only Approved Materials, unless we agree otherwise in writing;
• make sure customers know they are signing up with Lumo and must accept the Customer Terms;
• tell customers, before they sign up, that Grid Rewards depends on an eligibility check carried out after sign-up and on their battery not being signed up with another flexibility provider;
• tell customers that Tariff Optimisation is free because it works alongside Grid Rewards, and that Lumo may end a customer's agreement on 30 days' notice;
• describe rewards only in the way the Customer Terms and Approved Materials do. In particular, only describe a reward as "guaranteed" in the sense defined in the Grid Rewards Terms, use only our current published rates, and never present an annual figure as a fixed sum;
• not make any other promise or claim about savings, rewards, bill reductions or other customer outcomes unless we have approved it in writing;
• stop using any material we tell you is out of date, including superseded rates, within 5 business days of our notice; and
• comply with consumer protection law and any other law that applies to how you promote Lumo.

3.3 Eligibility checks. We check whether each customer's battery can take part in Grid Rewards after they sign up, including whether it is already signed up with another flexibility provider. You do not need to carry out this check, but no Referral Payment is payable for a customer whose battery does not pass it.

3.4 Your referral payment. If a customer asks, simply confirm that Lumo pays you a referral payment. You do not need to say anything more: the amount and terms of your payment are confidential under section 11.

3.5 Your own business. You are responsible for your own customer relationships, installation work, workmanship, equipment and regulatory obligations. Where you carry out installation work, you must hold valid MCS accreditation for that work. Where you only introduce customers, you must make sure any installation for customers you introduce is carried out by MCS-accredited installers. You must also hold any other accreditations, permissions and insurance your business needs, and show us reasonable evidence of them when we ask.

3.6 Our brand. We own the Lumo name, brand, website, app and materials. While this agreement continues, you may use Approved Materials and our name only to promote Lumo to customers. You must not change our materials, or use our name in a misleading way.

3.7 Your account. Give us accurate information when you register and keep it up to date. Keep your Lumo Hub login details secure, and tell us straight away if you think someone else has used them.

3.8 Business use. You confirm that you are accepting this agreement as a business, not as a consumer, and that you have authority to do so.

3.9 Claims arising from your conduct. You will reimburse us for any loss, liability or reasonable cost we incur because of a claim, complaint or regulatory action arising from a claim you made about Lumo that we had not approved, your breach of section 3.2 or 3.4, or your use of customer personal data without a lawful basis.

4. Becoming a partner

4.1 This agreement starts when you tick the box accepting it on our partner registration page. You can then introduce Lumo to customers and use the Lumo Hub.

4.2 We may withdraw your registration within 5 business days of acceptance if we reasonably consider you unsuitable, for example because you do not hold relevant accreditations or have a poor record of customer service. After that, this agreement can only be ended under section 10.

5. What we will do

5.1 We will provide our services directly to customers who accept the Customer Terms, with reasonable care and skill.

5.2 We may need to change or pause our services for maintenance, security, legal or regulatory reasons. We will give you reasonable notice where we can.

5.3 We will make Approved Materials available to you in the Lumo Hub.

5.4 When we change our customer rates, or change the Customer Terms in a way that affects Approved Materials, we will tell you and update the materials no later than we tell affected customers.

5.5 We will pay your Referral Payments as set out in section 7.

6. Referrals

6.1 A customer is referred by you if they accept the Customer Terms after signing up using your referral link or code, after naming you during sign-up, or where we confirm the referral to you in writing.

6.2 Each customer can only be referred by one Partner. Where two Partners claim the same customer, we will decide, acting reasonably and in good faith on the evidence available, and our decision is final.

7. Referral payments

7.1 We will pay you a Referral Payment for each Active Customer, calculated and paid as set out in the Referral Payment Schedule.

7.2 The Referral Payment is our own payment to you for referring customers, set out in the Referral Payment Schedule. Your statements are the only information we need to give you about how it is calculated.

7.3 Changes to the rewards we offer customers do not change the Referral Payment. The Referral Payment only changes when we publish a new Referral Payment Schedule under section 12.3, or by an amendment under section 12.4.

7.4 We do not guarantee any number of Active Customers or any level of Referral Payments.

7.5 We may deduct from any Referral Payment any amount you owe us under this agreement, including a correction under section 7.7.

7.6 Statements. If you think a statement is wrong, tell us within 14 days of receiving it. After that the statement is final, except for obvious errors or fraud.

7.7 Corrections. If we find that information we used to calculate a Referral Payment was wrong, we will correct the payment from then on. We will only recover payments already paid where the error was caused by information that you or the customer deliberately gave falsely.

7.8 Withholding. We may withhold the Referral Payment for a customer while we investigate suspected fraud, misuse or a disputed referral affecting that customer.

7.9 VAT and self-billing. Referral Payments are stated exclusive of VAT. If you are VAT registered, you and we agree to self-billing: we will issue self-billed invoices for each payment and add VAT at the applicable rate; you will accept them and not issue your own VAT invoices for the same payments; and you will tell us straight away if you stop being VAT registered, change your VAT number or sell your business. This self-billing arrangement lasts for 12 months from the date you accept this agreement and renews for further 12-month periods unless either of us ends it by notice. If you are not VAT registered, no VAT is payable.

8. Personal data

8.1 Each of us will comply with data protection law. Each of us is responsible for the personal data it holds.

8.2 You may only pass a customer's details to us if you have their permission or another lawful basis to do so.

8.3 We may share with you limited information about your Referred Customers: whether they have joined Grid Rewards and their battery size band, so that you can check your statements; and whether their system is connected to Lumo and how it is performing, including its health, solar generation and battery use, so that you can look after it. You may use this information only for those purposes, and must keep it secure. We will stop sharing performance information about a customer who asks us to.

8.4 Each of us will tell the other promptly about any actual or suspected personal data breach affecting customer data shared under this agreement.

9. Liability

9.1 Nothing in this agreement limits either party's liability for death or personal injury caused by negligence, for fraud, or for anything else the law does not allow to be limited.

9.2 Subject to section 9.1, our total liability to you in any 12-month period is limited to the greater of the Referral Payments paid or payable to you in the previous 12 months and £500.

9.3 We are not liable for any loss of profit, revenue, business or goodwill, or for any indirect or consequential loss.

9.4 We are not responsible for any reduction in Referral Payments caused by a customer's decisions, by their eligibility, by equipment faults or third-party systems, or by events outside our reasonable control.

10. Ending the agreement

10.1 On notice. Either of us may end this agreement at any time by giving the other at least 30 days' notice.

10.2 For breach. Either of us may end this agreement straight away if the other commits a serious breach and, where it can be put right, does not put it right within 30 days of being asked to in writing, or if the other becomes insolvent or stops trading.

10.3 Examples of serious breach by you. These include: making promises or misleading claims about Lumo, savings or rewards; denying that Lumo pays you a referral payment; not explaining the eligibility check and battery assignment as section 3.2 requires; passing on customer information without permission or another lawful basis; falsely claiming referrals; using our name or materials in a misleading way; letting others use your Lumo Hub account; and using our confidential information to encourage customers to leave Lumo. This list is not complete.

10.4 Suspension. We may suspend your access to the Lumo Hub straight away where we reasonably believe it is necessary to protect customers, customer data, our services, or our legal or regulatory position. We will tell you promptly and lift the suspension once the concern is resolved.

10.5 Customers. Ending this agreement does not end any customer's agreement with us.

10.6 Payments after this agreement ends. If we end this agreement, then unless section 10.7 applies, we will keep paying the Referral Payment for customers you referred before the end date, for as long as each of them remains an Active Customer. These payments follow the Referral Payment Schedule as it stands from time to time, including any version published after this agreement ends. No payment is due for customers referred after the end date. If you end this agreement, for any reason, no Referral Payment is due for any period after the end date.

10.7 When payments stop. No Referral Payment is due after this agreement ends if we end it because of your fraud, serious breach, misuse of our services, unlawful use of customer data, or conduct that exposes Lumo, customers or our services to serious legal, regulatory, security or reputational risk. Payments after this agreement ends also stop if you, or anyone acting for you, encourage any of your Referred Customers to stop using Lumo, or if your business is dissolved or stops trading. If we have been unable to pay a Referral Payment after this agreement ends for 12 months because we do not have valid bank details for you, despite reasonable efforts to contact you, we are no longer required to pay it.

10.8 Payments already earned. Referral Payments earned up to the end date will be paid in the usual way, unless we need to withhold them under section 7.8.

11. Confidentiality

Each of us will keep the other's confidential business information private and not share it without consent, except where the law requires it or with advisers, employees or contractors who need it for this agreement. This continues for three years after the agreement ends.

12. Changes and general terms

12.1 The whole agreement. This agreement, the Referral Payment Schedule and any amendments under section 12.4 are the whole agreement between us on this subject.

12.2 Changes to this agreement. We may change this agreement by giving you at least 30 days' notice. If you do not agree with a significant change, you may end this agreement before it takes effect. If you carry on as a Partner after that, you accept the change. We may make minor corrections or clarifications without notice.

12.3 Changes to the Referral Payment Schedule. We may change the Referral Payment Schedule at any time, including by reducing, restructuring or removing any payment, by sending you a new version of it by email. Each new version will state the date from which it applies (its effective date), which will be at least 30 days after we send it to you. We may do this for any reason, including a change in flexibility market prices, rules or conditions, a change in our arrangements with our trading partners or other counterparties, a change in law, regulation or industry codes, a change in our costs, or a change in our commercial priorities. The new version applies from its effective date to all your Referred Customers, including those referred before that date and those for whom payments continue after this agreement ends. If you do not agree, you may end this agreement before the new version takes effect, but section 10.6 will still apply the new version to payments after this agreement ends. We keep a record of every past version and will send you a copy on request.

12.4 Amendments. Apart from changes we make under sections 12.2 and 12.3, this agreement can only be amended in writing signed by both of us. If a signed amendment conflicts with the Referral Payment Schedule, the amendment applies. The Referral Payment Schedule takes priority over this agreement for the matters it covers.

12.5 Changes to the Customer Terms. We may change the Customer Terms under their own terms. Your obligations under section 3 follow the Customer Terms as they stand at the time.

12.6 Independent businesses. The word "Partner" describes our commercial relationship. It does not create a legal partnership, joint venture, agency or employment relationship.

12.7 Transfer. We may transfer this agreement to a group company or to a buyer of our business. You may transfer it as part of a genuine sale or restructuring of your business with our written approval, which we will not unreasonably withhold. You may not transfer your right to Referral Payments separately without our written consent.

12.8 Third parties. Nobody other than you and us has any right to enforce this agreement.

12.9 Notices. Notices may be given by email, to the address you registered with us or, for Lumo, to hello@lumoenergy.co.uk. A notice is treated as received on the next business day after it is sent.

12.10 Law. This agreement is governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.

13. Accepting this agreement

This agreement is formed when you tick the acceptance box on our partner registration page. No signature is needed. The version of this agreement and of the Referral Payment Schedule in effect when you accept are the versions that apply to you, subject to section 12. We keep a record of your acceptance, including the date, time and versions accepted.