Letter of agreement

This letter records the commercial understanding between:

• Shiva Kailash Shambho (“Shiva”), who brings the teaching, offer, and personal brand; and
• Dennis Simontowsky (“Dennis”), operating as Artillica, who brings the systems, integration, and day-to-day operations.

Together they are the “Partners”; the activity here is the “Partnership”.

1. Purpose

The Partners will build and run high-ticket coaching, challenges, and related information products around Shiva’s work. Positioning and shaping the offer is a joint effort: Shiva brings the teaching and the public face; Dennis works with him on how the offer is framed, packaged, and sold, and supplies the operation (funnel, CRM, booking, messaging, email, hosting). Both are responsible for clients receiving what they paid for.

2. Term

This letter takes effect on 10 September 2026 and runs for an initial exclusive period of twenty-four (24) months (the “Exclusive Period”). After that it continues on a rolling basis until either Partner gives ninety (90) days’ written notice.

During the Exclusive Period the Partnership is the exclusive vehicle for Shiva’s in-scope offers: no other agency, operator, co-venture, or competing stack without Dennis’s written consent. In-scope income generated with anyone else in that period is still Partnership Revenue under section 4.

Either Partner may end this letter earlier only for a material breach that remains unremedied for thirty (30) days after written notice describing the breach.

3. In-scope work

“In-scope” means coaching, high-ticket programmes, challenges, one-to-one or group offers, digital information products, and closely related upsells or order bumps sold under Shiva’s name or through systems built for this Partnership. Personal gifts, unrelated employment, and work clearly outside coaching and information products are out of scope.

4. Money and payments

The Partnership is fifty / fifty after costs. Dennis handles all payments: he collects in-scope receipts, pays Partnership Expenses, and pays Shiva his share. Shiva does not collect client payments on a separate stack for in-scope work.

Until a company exists, Dennis may collect through a merchant-of-record (or similar) service he sets up and manages; its fees are Partnership Expenses.

Each calendar month Dennis prepares a written statement that shows, on one page:

1. Revenue — gross in-scope receipts, then processor / merchant-of-record fees, refunds, chargebacks, and sales tax actually paid;
2. Expenses — Partnership Expenses for that month (section 5), including any merchant-of-record fees not already taken off revenue;
3. Profit — what remains. Profit is split 50% to Shiva and 50% to Dennis.

Dennis pays Shiva that 50% of Profit by the tenth business day of the following month, using the statement as the record. Dennis’s 50% stays with him as operator. If a month’s expenses exceed revenue, the shortfall is carried forward and recovered from later Profit before new splits are paid. Neither Partner is required to inject extra capital unless both agree in writing.

5. Expenses

Partnership Expenses are the reasonable costs of running the operation, including hosting, software subscriptions, payment processing, merchant-of-record fees, approved advertising, contractor or employee pay, refunds already counted, and (once a company exists) formation, filings, accounting, and bank fees.

Until there is Profit, Dennis covers ordinary infrastructure and software so the operation can run. Those amounts are Partnership Expenses and are recovered from later revenue before Profit is split. Any new spend that is not ordinary infrastructure (including paid ads, tools above the current stack, or people) needs written agreement from both Partners before it is committed. Personal living costs of either Partner are never Partnership Expenses.

6. Roles

Dennis is the integrator and operator: hosting and keeping the systems available, software and subscriptions, CRM, automations, email, booking, payments (including any merchant-of-record service), reporting, and (when a company exists) administrative filings. He keeps the monthly statement of revenue, expenses, and profit, and shares it with Shiva.

Shiva is responsible for the teaching, the public brand, and the work that only he can do (content, sales conversations as agreed, delivery presence as agreed). How the offer is positioned, packaged, and priced is work the Partners do together.

Client delivery is a joint duty; day-to-day delivery may use contractors or employees (section 8).

7. Systems, access, and data

Partnership systems (hosting, funnel domains, CRM, booking, automations, email tools, related logins) are provided and administered by Dennis as operator on infrastructure he controls, so client data and continuity stay in one place. Shiva gets the access he needs; operator credentials stay with Dennis.

Operational data collected through these systems stays in that environment. Shiva’s teaching materials, recordings, name, and likeness remain his; systems, credentials, and operational data remain with the operator.

8. People who deliver

Delivery to clients will generally be done through third parties. The Partners will first try to work with people on commission, paid from revenue.

If someone must be paid before the Partnership has revenue, both Partners will agree in writing first, and that pay will be split 50 / 50 between them until revenue can take it over. Once there is Partnership Revenue, people are paid from that revenue as a Partnership Expense, then Profit is split.

Neither Partner hires, fires, or commits the Partnership to a salary or contractor contract alone.

9. Company

When in-scope revenue first reaches USD 5,000 in a single calendar month, Shiva will cooperate in forming a proper legal entity for tax, banking, and liability. Dennis will prepare the options and do the administrative work. The legal form (and jurisdiction) is chosen only with Shiva’s approval.

Formation, filing, accounting, and ongoing company costs are Partnership Expenses. Until those documents are signed, this letter is the working rulebook.

10. Payments, banking, and records

Dennis is the payments operator (including any merchant-of-record): he receives client payments, handles invoicing, pays Partnership Expenses, and pays Shiva 50% of Profit under section 4. Shiva’s payout is a profit share, not a salary, unless a later company document says otherwise. After a company exists, Dennis remains the administrative contact for accounts, processors, and routine filings.

Both Partners receive the monthly statement and, once they exist, account statements. Large or unusual withdrawals need both Partners’ written OK. Partnership money must not be mixed with personal money or hidden from the other Partner.

11. Brand and materials

Shiva keeps his name, image, and the substance of his teachings. Dennis / Artillica keeps the software, automations, templates, and operational know-how he brings. Materials created together for this Partnership may be used for the Partnership while this letter is in force. After it ends, Shiva may keep using his own teaching content; Dennis may keep using his systems, without using Shiva’s name or likeness except as needed to wind down existing clients in an orderly way.

12. Confidentiality

Each Partner will keep the other’s non-public information, client data, and this letter’s commercial terms confidential, except where disclosure is required by law or agreed in writing.

13. If this letter ends

Ending this letter does not cancel money already owed. In-scope sales already made, and pipeline generated on Partnership systems during the Exclusive Period, still follow section 4 until those amounts are collected or refunded.

Shiva leaves with his brand and original teaching content. The operator keeps the systems, credentials, and operational data so hosting, security, and client records are not fragmented. Dennis will, on written request, give Shiva a copy of Shiva’s original content files that sit on those systems. Existing paying clients will be finished or handed off in a way that does not strand them.

14. How we decide

Day-to-day operations sit with Dennis. Changes to the offer, pricing, or public promises sit with Shiva, in conversation with Dennis. Disagreements are worked in good faith. If they remain, the Partners will try mediation before anything more formal. Neither Partner may bind the other to debt or to a contract outside ordinary operations without written consent.

15. Status of this letter

This is a commercial letter of agreement between two people, not a partnership deed under a specific statute. When the company in section 9 is formed, its documents replace this letter where they overlap; sections 7, 11, 12, and 13 continue unless those documents say otherwise.

Signed as of 10 September 2026.