Customer Agreement

Lumina Learning Customer Agreement

Updated 19 February 2024

Lumina Learning is a world-leading provider of highly innovative psychometrics. This Agreement sets out the terms on which Lumina Learning provides Customers with access to Lumina Learning’s personality, emotional intelligence, and competency products and services, and qualification programmes for attendance by individuals with a view to those individuals becoming Practitioners.

This Customer Agreement may also be referred to as the “General Terms and Conditions of Business” or “Purchaser Agreement”.

AGREED TERMS

1.               Interpretation

1.1.           The following definitions apply in this Agreement:

Account Tier: the optional additional Services, as detailed on Lumina Learning’s website, provided by Lumina Learning to Customer for the period of time agreed by the Parties.

Affiliate: an entity that directly or indirectly controls, is controlled by or is under common control with another entity, or that operates under a common branding arrangement with another entity.

Agreement: means this Lumina Learning Customer Agreement, including all Schedules.

Agreed Order: a binding contract formed according to clause 2.4, that is subject to this Agreement.

Business Day: any day except a Saturday, a Sunday, or a day that is a bank holiday in England.

Confidential Information: information that is disclosed:

i)               by the Discloser or on the Discloser’s behalf by its authorised Representatives,

ii)              to the Receiver, and

iii)             in connection with this Agreement or an Order

Except that Confidential Information excludes information that is:

i)               in the public domain not because of a breach of this Agreement,

ii)              known by the Receiver at the time of disclosure,

iii)             lawfully obtained by the Receiver from a third party other than through a breach of confidence,

iv)             independently developed by the Receiver, or

v)              expressly indicated by the Discloser as not being confidential.

Customer: the entity that enters into this Agreement to receive Products and Services from Lumina Learning. The individual that indicates acceptance of this Agreement does so on behalf of the entity for which they are a Representative and represents that they have the authority to bind that entity. A Customer may also be referred to as a “Purchaser” or “You”.

Discloser: the Party that discloses an item of Confidential Information to the other Party.

Event: a Service that is to be delivered on one or more dates either (i) as specified in an Agreed Order, or (ii) as confirmed in writing between Lumina Learning and the Customer after an Agreed Order is placed that does not specify the date of delivery.

Fee: a fee payable by the Customer according to an Agreed Order or the Online Account at the time the Customer places an Order.

Intellectual Property: all intellectual property rights, including patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks (including trade names), business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply for) and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection which may, now or in the future, subsist anywhere globally.

Lumina Learning: Lumina Learning Limited (a company registered in England and Wales with company number 07021544), or a Lumina Learning Limited Affiliate entity or a Lumina Learning Partner entity where the Customer is transacting with that entity;

Lumina Learning Partner: a third-party Lumina Learning Limited Affiliate that is licensed to operate a business under the “Lumina Learning” brand and provide Qualifications, whose identity is detailed in this Agreement or communicated separately, as updated by Lumina Learning from time to time.

Online Account: the online user account that Lumina Learning makes available to the Customer.

Order: an offer by the Customer to purchase Products or Services from Lumina Learning.

Participant: an individual who is the subject of a Portrait.

Points: pre-paid virtual credits that can be exchanged for Products through the Online Account.

Portrait: a report produced from a Participant’s responses to a Lumina Learning questionnaire.

Practitioner: an individual who is a Representative of the Customer and who completes a Qualification, according to Schedule 1.

Practitioner Service: any of the following: (i) instructing others how to use a Product, (ii) facilitating and directing the use of a Product, or (iii) providing feedback on and interpretation of Products including Portraits and Product-related reports.

Product: any written content or physical items in any medium that Lumina Learning provides to the Customer in connection with the Agreement, including all psychometric and competency-based models, questionnaires, Portraits, reports and analyses, learning aids, e-learning content, courses, programmes, online systems, software and mobile device applications.

Qualification: an Event run by Lumina Learning or a Lumina Learning Partner to train individuals to use a specific Product.

Receiver: the Party that receives an item of Confidential Information from the other Party.

Representative: an Affiliate, employee, officer, agent, or contractor of a Party.

Service: any service that Lumina Learning provides the Customer in connection with this Agreement, including Account Tiers, Points, Qualifications, Online Accounts.

Statement of Work: a contract describing an Order that becomes an Agreed Order upon execution by the Parties.

1.2.           A reference to “in writing” or “written” includes by email to an email address for correspondence listed in the Key Terms.

1.3.           English is the definitive version of this Agreement and the only version that is binding on the Parties. Any translated versions are provided for information only. The English language version can be viewed by visiting https://luminalearning.com/agreement and selecting English from the website language options.

1.4.           A reference to “Purchaser” means the Customer and a reference to “Purchaser Agreement” means this Agreement.

2.               Orders and Agreed Orders

2.1.           Once this Agreement is in effect, the Customer may place Orders with Lumina Learning by completing an order form in the Online Account or other forms that the Parties agree to use for Orders from time to time.

2.2.           Each Order must specify the Products and Services the Customer wishes to buy and the Fees payable by the Customer.

2.3.           Each Order is subject to this Agreement. If anything in an Order conflicts with a provision in this Agreement, this Agreement governs.

2.4.           Lumina Learning may accept or decline any Order. Lumina Learning is deemed to accept an Order only if Lumina Learning:

2.4.1.      accepts it in writing; or

2.4.2.      executes a Statement of Work with the Customer specifying the Products and Services to be provided to the Customer; or

2.4.3.      starts delivering to the Customer any part of the Products or Services listed in the Order.

2.5.           Once Lumina Learning accepts an Order according to clause 2.4 it becomes an Agreed Order. Each Agreed Order is a separate contract under which Lumina Learning must deliver the Products and Services to the Customer, and the Customer must pay Lumina Learning the Fees.

2.6.           The purpose of this Agreement is to provide consistent terms of sale between the Customer and Lumina Learning. Therefore, any standard-form terms found on a purchase order, proposal, quotation, invoice, or other similar document issued by either Party will have no effect on an Agreed Order, unless a Statement of Work expressly declares an intention to amend a clause in this Agreement for the purposes of that specific Statement of Work.

2.7.           Lumina Learning is not liable for delay or failure to deliver Products or Services because of events beyond its reasonable control. Time is not of the essence for the delivery of Products or Services.

2.8.           Agreed Orders for Account Tiers, Points, Qualifications and Online Accounts are subject to Schedule 1. Other Agreed Orders are subject to Schedule 1 where specified in a Statement of Work.

3.               Products and Services

3.1.           Products and Services are supplied for use in the Customer’s organisation only and the Customer must not make available any Product or Service to a third party, except where section 6 of Schedule 1 applies.

3.2.           Except with Lumina Learning’s advance written consent, the Customer must not allow anyone to deliver Practitioner Services unless they are a Practitioner that has completed the Qualification for the Products in use. A Practitioner can be the Customer’s employee or an external contractor.

4.               Confidentiality

4.1.           The Receiver may share Confidential Information with their Representatives who:

4.1.1.      need to know it, and only use it, to use or deliver Products or Services; and

4.1.2.      have agreed to keep it confidential and restrict its use to the same extent that the Receiver has.

4.2.           Each Representative must comply with this Agreement as if it were a Party to it. Each Party is liable for any breach of this Agreement by its Representatives.

4.3.           If required by law, the Receiver may share the Confidential Information with a third party. However, the Receiver must promptly notify the Discloser of the requirement, unless the Receiver is forbidden to do so by law.

4.4.           The Receiver must:

4.4.1.      only use the Confidential Information as necessary to carry out this Agreement;

4.4.2.      keep the Confidential Information secure and confidential and only disclose it as allowed by this Agreement;

4.4.3.      promptly notify the Discloser if it becomes aware of a breach of this Agreement; and

4.4.4.      take reasonable steps to destroy or erase any Confidential Information it holds within thirty days of the Discloser’s request, subject to clause 4.5.

4.5.           The Receiver may keep secure copies of Confidential Information for archival or back-up purposes, or to meet legal or regulatory obligations.

4.6.           The Receiver’s duty to protect Confidential Information under this clause 4 starts when the Confidential Information is disclosed by the Discloser and ends 5 years after this Agreement ends.

5.               Processing and Sharing of Personal Data

5.1.           Both Parties must comply with Schedule 2 when processing and sharing any Personal Data relating to this Agreement.

5.2.           If a provision in Schedule 2 conflicts with a provision elsewhere in this Agreement, the provision in Schedule 2 governs.

6.               Invoicing and Payment

6.1.           Lumina Learning must deliver the Products and Services to the Customer as set out in each Agreed Order.

6.2.           Lumina Learning may invoice the Customer for the Fees for:

6.2.1.      electronic Products when they are made available to the Customer;

6.2.2.      physical Products when they are shipped to the Customer;

6.2.3.      Points once they are credited to the Online Account;

6.2.4.      Qualifications either 30 days before the Qualification starts, or on the day an Agreed Order for a Qualification is formed, whichever day is later; and

6.2.5.      other Services when they are delivered to the Customer.

6.3.           The Customer must pay Lumina Learning’s correct and undisputed invoices within 30 days of the invoice date, net of bank fees and foreign exchange charges, without any set-off. Any dispute must be in good faith and notified to Lumina Learning within five Business Days of the date of the invoice giving reasons for the dispute. The Parties agree to use reasonable endeavours to investigate the matter in dispute and to work together in good faith towards a resolution as soon as reasonably practicable. Where only part of the invoice is disputed the Customer will pay any undisputed sum. Payment will be due immediately on resolution of the dispute. Where an invoice is disputed for more than 30 days Lumina Learning may suspend further delivery of all Products and Services until the dispute is resolved.

6.4.           Lumina Learning may accept payment by business debit or credit card. Lumina Learning may add an additional Fee to cover the costs of accepting such payments and may refuse to accept payment by a personal credit or debit card.

6.5.           If the Customer does not pay Lumina Learning in time, Lumina Learning may:

6.5.1.      suspend further delivery of all Products and Services;

6.5.2.      suspend the licences granted to the Customer under any Agreed Order; and

6.5.3.      charge interest and compensation according to the Late Payment of Commercial Debts (Interest) Act 1998.

6.6.           The price of Products and Services as quoted will be exclusive of value-added tax (VAT), other local sales taxes, import duty, export duty and taxes on royalties, and all invoices will be increased by any such amounts with the tax component highlighted. If the Customer is required by law to withhold tax at source, Lumina Learning may increase the Fees so that the net payable to it is the same as if no tax withholding were required.

7.               Intellectual Property

7.1.           Lumina Learning retains exclusive ownership of all Intellectual Property relating to all Products and Services. Any Intellectual Property generated by Lumina Learning or its Representatives in delivering a Product or Service becomes Lumina Learning’s exclusive property upon its creation.

7.2.           Except for clause 7.8, nothing in this Agreement is intended to transfer ownership of any Intellectual Property.

7.3.           Subject to all clauses in section 3 and clause 7.5, Lumina Learning grants the Customer for the duration of this Agreement a non-exclusive, non-transferable, royalty-free licence to use the Products and Services that the Customer purchases for its learning, development, recruitment, and selection purposes.

7.4.           Each Participant may, for their own use, keep their own Portraits provided during the term of the Agreement (if any), if in physical or PDF format, and may print physical copies.

7.5.           The Customer must not:

7.5.1.      copy, translate, modify, adapt, reverse engineer, decompile, or sub-license any of Lumina Learning’s Intellectual Property or any part of a Product or Service;

7.5.2.      publish or make available to third parties any audio or video recordings of Practitioner Services;

7.5.3.      create any products or services, whether for internal use, resale, or use by a third party, that are based on or derived from ideas or concepts found in any Product or Service;

7.5.4.      remove or obscure any Lumina Learning copyright statement or trademarks included in any Product or Service; or

7.5.5.      assist any third parties to do anything described in clauses 7.5.1 to 7.5.4.

7.6.           The Customer must ensure that its Representatives comply with its obligations in this clause 7.

7.7.           At the Customer’s request, Lumina Learning may customise a Product to include content provided by the Customer. The Customer grants Lumina Learning a non-exclusive, royalty-free, non-transferable licence to use the Intellectual Property in that content, but only as necessary for Lumina Learning to produce and provide the customised Product to the Customer.

7.8.           Lumina Learning owns the Intellectual Property in all translations or adaptation that the Customer or its Representatives make of any Product. At Lumina Learning’s request, the Customer must execute (or procure the execution) of any documentation necessary to assign absolute ownership of such Intellectual Property to Lumina Learning.

7.9.           If the Customer breaches this clause 7, Lumina Learning may suspend any licences and consents granted under the Agreement and each Agreed Order until the Customer remedies the breach (if it is capable of being remedied).

8.               Term and Termination

8.1.           Either Party can end this Agreement or any Agreed Order upon at least 90 days’ advance written notice to the other Party.

8.2.           A Party (the Non-Breaching Party) may end this Agreement without advance notice if:

8.2.1.      the other Party (the Breaching Party) makes any voluntary arrangement with its creditors, becomes subject to an administration order, becomes bankrupt, or goes into liquidation;

8.2.2.      a receiver or administrator is appointed to any of the assets of the Breaching Party;

8.2.3.      the Breaching Party ceases, or threatens to cease, to carry on business;

8.2.4.      the Non-breaching Party reasonably believes that any of the events in paragraphs 8.2.1 to 8.2.3 are about to occur, and notifies the Breaching Party accordingly; or

8.2.5.      the Breaching Party commits a material breach of this Agreement that is not capable of being corrected.

8.3.           If the Breaching Party commits a breach, and it is possible to correct the breach, the Non-breaching Party may:

8.3.1.      notify the Breaching Party in writing that the breach must be corrected; and

8.3.2.      end either the relevant Agreed Order or this Agreement, without compensation to the Breaching Party, if the breach is not corrected (i) in the case of a material breach within seven days after delivering the notice, and (ii) in the case of a non-material breach within thirty days after delivering the notice.

8.4.           The following are deemed to be material breaches of this Agreement:

8.4.1.      breaching any term within clauses 3, 5, or 7;

8.4.2.      committing fraud or dishonesty;

8.4.3.      failing to perform Services or deliver Products as required by an Agreed Order; and

8.4.4.      failing to pay Fees as required by an Agreed Order.

8.5.           Where this Agreement is terminated, all Agreed Orders will automatically terminate at the date of termination of the Agreement, unless otherwise agreed in writing by the Parties.

8.6.           No Fee is refundable, except that Lumina Learning will refund pro-rata Fees for Services that are unused at the date of termination where Lumina Learning ends this Agreement for convenience (clause 8.1) or the Customer properly ends this Agreement because Lumina Learning materially breaches this Agreement (clause 8.3).

8.7.           On termination of the Agreement the Customer must cease use of all Products and Services.

8.8.           Clauses 4 and 7 (except 7.3), and clause 6 (except 6.1) of Schedule 1, survive termination of the Agreement.

9.               Warranties, Indemnities, Limitation of Liability

9.1.           Subject to clause 9.2 and 9.3, a Party’s total liability to the other Party under this Agreement cannot exceed the total Fees payable by the Customer in the 12 months preceding the event from which liability arises.

9.2.           Nothing in this Agreement limits a Party’s liability for death or personal injury due to negligence.

9.3.           Nothing in this Agreement limits a Party’s liability for claims relating to breach of clause 7 or infringement of the other Party’s Intellectual Property Rights.

9.4.           Neither Party is liable for indirect or consequential losses.

9.5.           Products and other reports Lumina Learning creates for the Customer contain Lumina Learning’s analysis of answers submitted to questionnaires, and nothing found in those documents is intended to be a statement of fact. The Customer must not claim against Lumina Learning if the Customer relies on any statements in a Product or report.

9.6.           Each Party (the ‘indemnitor’) must indemnify the other Party (the ‘indemnitee’) against all liabilities and reasonable expenses the indemnitee incurs because of a third-party claim that content provided by the indemnitor to the indemnitee infringes any third-party intellectual property rights. To claim indemnity under this clause, the indemnitee must:

9.6.1.      notify the indemnitor in writing of the claim within 14 days of learning about the claim;

9.6.2.      not admit liability

9.6.3.      not settle or attempt to settle of the claim;

9.6.4.      allow the indemnitor to control and direct the defence and any negotiations; and

9.6.5.      provide the indemnitor with any assistance, at the indemnitor’s expense, that the indemnitor reasonably believes necessary to conduct a commercially reasonable defence or settlement negotiation.

10.           General

10.1.        Notices must be in writing and sent via email to the other Party’s notice email address. Notices will be deemed to be received at 09:00 UK time on the Business Day following transmission. The Parties’ notice email addresses are set out below:

10.1.1.   Lumina Learning Limited: legal@luminalearning.com;

10.1.2.   The Customer: the email address provided in the Customer’s Online Account or specified in a Statement of Work.

10.2.        Nothing in this Agreement is intended to confer any rights enforceable by a third party.

10.3.        A Party must not assign, novate, transfer, mortgage, charge, subcontract, delegate, declare a trust over, or deal in any other manner with any of its rights and obligations under this Agreement without the prior written consent of the other Party (not to be unreasonably withheld or delayed).

10.4.        Lumina Learning may publish the Customer’s organisational name and logos and any feedback provided on Products and Services in Lumina Learning’s marketing materials and client lists.

10.5.        This Agreement can only be amended by a written agreement between the Parties that containing an express term showing their intention to amend this Agreement.

10.6.        This document contains the entire agreement between Lumina Learning and the Customer about Lumina Learning’s provision of Products and Services to the Customer. It supersedes all previous agreements and understandings between Lumina Learning and the Customer on those topics.

11.           Governing Law

11.1.        This Agreement is governed by English law. The Parties must submit to the exclusive jurisdiction of the courts of England & Wales to resolve disputes under or relating to this Agreement.

Schedule 1 – Descriptions of Services

1.               Qualifications (general)

1.1.           The Customer may ask Lumina Learning to enrol a candidate in a Qualification, subject to sections 2 and 3 of this Schedule.

1.2.           The subject of each Qualification is a specific Product. At the end of a Qualification, Lumina Learning will assess each candidate’s knowledge and skills. A candidate successfully completes the Qualification and becomes a Practitioner for that Product only if, in Lumina Learning’s reasonable opinion, they demonstrate a high level of skill in explaining and delivering the Product to others.

1.3.           Lumina Learning also licenses Lumina Learning Partners to run Qualifications. This Agreement does not cover any Qualifications run by a Lumina Learning Partner – those Qualifications would be the subject of an agreement directly with the Lumina Learning Partner. Where (i) the Customer enrols a candidate in a Qualification run by a Lumina Learning Partner, (ii) the candidate completes the Qualification, and (iii) the agreed Qualification attendance fee is paid to the Lumina Learning Partner, Lumina Learning will deem the candidate to have completed the Qualification and be a Practitioner for the purpose of the Agreement, save that Lumina Learning may first require evidence that demonstrates that the candidate has obtained, in Lumina Learning’s reasonable opinion, a high level of skill in explaining and delivering the Product to others.

2.               Qualifications (public)

2.1.           The Customer may ask Lumina Learning to enrol a candidate in one of Lumina Learning’s regularly scheduled “public” Qualifications.

2.2.           The Customer must pay the agreed Qualification Fee for each candidate enrolled onto a public Qualification under an Agreed Order. Fees for public Qualifications do not cover accommodation or travel to the course venue.

2.3.           The Customer may cancel a candidate’s attendance at a public Qualification, or substitute another candidate, subject to paying Lumina Learning the relevant cancellation or substitution fee according to the following table:

Amount of notice from commencement date of Qualification	Cancellation Fee	Substitution Fee
1-5 Business Days	100% of Qualification Fee	£100
6-10 Business Days	50% of Qualification Fee	£50
11-20 Business Days	25% of Qualification Fee	£50
Over 20 Business Days	No charge	No charge

2.4.           The Customer may not change the date for a candidate to attend a public Qualification once it is booked. However, the Customer can cancel the booking (subject to the applicable cancellation Fee above) and make a new booking.

2.5.           Lumina Learning may refuse the Customer’s request to substitute a public Qualification candidate if, in Lumina Learning’s reasonable opinion, the proposed substitute is not a suitable candidate for the Qualification.

2.6.           A candidate that does not successfully complete a public Qualification may attend a second public Qualification at no extra cost. If they do not successfully complete the public Qualification on the second attempt, they may not attend a third time, and the Customer will not be entitled to a refund of the Qualification Fee.

3.               Qualifications (private)

3.1.           The Customer may ask Lumina Learning to enrol candidates in a private Qualification (also referred to as an ‘in house’ Qualification).

3.2.           The Customer must pay the agreed Fee for the private Qualification under an Agreed Order.

3.3.           For a private Qualification, the Customer must organise and pay for the following, which are not included in Lumina Learning’s Fee:

3.3.1.      rooms and other facilities appropriate for delivering the Qualification;

3.3.2.      a suitable computer-compatible projector, other audio-visual kit, and a reliable internet connection for Lumina Learning’s trainer’s use; and

3.3.3.      lunch, snacks, and other refreshments for the trainer and all candidates on each day of the Qualification.

3.4.           For a private Qualification, unless the Agreed Order says otherwise, in addition to Lumina Learning’s Fees the Customer must reimburse Lumina Learning for the following expenses:

3.4.1.      travel, subsistence, and accommodation costs for Lumina Learning’s trainers for the duration of the Qualification;

3.4.2.      Lumina Learning’s trainers’ travel time to and from the Qualification site; and

3.4.3.      postage and shipping costs to deliver training materials to the Qualification site.

3.5.           The Customer may cancel a private Qualification course by giving Lumina Learning written notice in advance, subject to paying Lumina Learning a cancellation Fee according to the following table:

Amount of notice from commencement date of Qualification	Cancellation Fee
1-10 Business Days	100% of Qualification Fee
11-20 Business Days	50% of Qualification Fee
Over 20 Business Days	No charge

4.               Points and Account Tiers

4.1.           Where the Customer is provided with an Online Account, it can use the Online Account to:

4.2.1.      buy Points at the published rates in effect from time to time; and

4.2.2.      exchange Points for Products at the published rates in effect from time to time.

4.3.           The Customer can choose to purchase an Account Tier subscription, which entitles the Customer to use the additional Services detailed on Lumina Learning’s website. The Customer has the option to select a no-cost Account Tier which does not provide any additional Services.

4.4.           The Customer can add new Practitioners to its subscription at any time during the subscription period for an additional pro-rata Account Tier Fee.

4.5.           The Account Tier subscription will not automatically renew at the end of the subscription period. To extend the Account Tier subscription, the Customer must submit an Order before expiry of the subscription period.

4.6.           Once an Account Tier subscription has ended, to restart a subscription, the Customer must pay the Reactivation Fee in addition to the Account Tier Fee for the new subscription period.

4.7.           Points and Account Tier subscriptions are non-transferable and non-refundable, except as set out in clause 8.6.

4.8.           Unused Points expire 2 years after the date of the Agreed Order in which they were purchased, save that Lumina Learning may extend the expiry date by providing confirmation in writing. Points are deemed to be used on a first-in-first-used basis.

5.               Using the Online Account

5.1.           Lumina Learning will, on request, provide each Practitioner, or other individuals as agreed, with access to an Online Account. Each Online Account is for the exclusive use of the individual user. The Customer must ensure that Online Account users do not to share their login credentials with anyone.

5.2.           The Customer is responsible for any activity in Online Accounts, including submission of Orders and use of Points. Activities performed via an Online Account are deemed to be made by the Customer.

5.3.           The Customer must tell Lumina Learning immediately by emailing support@luminalearning.com if it believes anyone has accessed an Online Account without its authorisation.

6.               Use of Products and Services

6.1.           Where the Agreement is subject to Schedule 1, this section 6 applies instead of clause 3.1 of the main body of the Agreement:

6.1.1.      Lumina Learning will designate the Customer as either a “Client Practitioner Organisation” or a “Business Practitioner Organisation” (subject to change at Lumina Learning’s discretion).

6.1.2.      a Customer that is a Client Practitioner Organisation may use Products and Services within its organisation only. The Customer must not make available any Product or Service to a third party or allow Practitioners to deliver Practitioner Services to a third party, unless it obtains Lumina Learning’s prior written consent.

6.1.3.      a Customer that is a Business Practitioner Organisation may use Products within its organisation and with third parties. Services may be used within the Customer’s organisation only and the Customer must not make available any Service to a third party.

6.2.           If the Customer makes any Product available to a third party, it must obtain the third party’s commitment in a written agreement to: (i) not make Products available to other third parties, and (ii) comply with the Customer’s obligations in clauses 3.2 and 7.5 of the main body of the Agreement.

6.3.           In respect of the agreement referred to in clause 6.2, the Customer must take reasonable steps to:

6.3.1.      monitor the third party’s compliance with the agreement;

6.3.2.      prevent the third party’s non-compliance with the agreement;

6.3.3.      alert Lumina in the event of actual or suspected non-compliance with the agreement; and

6.3.4.      at Lumina’s request, enforce the agreement.

7.               Supporting the Customer and Practitioners

7.1.           Lumina Learning will host at least three professional development sessions (including training sessions, webinars and conference calls) for Practitioners each year, at no charge to the Customer.

7.2.           Each Practitioner must attend at least one professional development session each year.

8.               Customer Obligations

8.1.           The Customer must and must procure that its Practitioners:

8.1.1.      take all reasonable skill and care in delivering Practitioner Services;

8.1.2.      inform anyone they provide or market Practitioner Services to that they are an independent third party using the Products and that the Practitioner is a Lumina Learning Practitioner;

8.1.3.      comply with Lumina Learning’s marketing and branding guidelines which Lumina Learning may update from time to time, currently located at https://brandguides.brandfolder.com/lumina-learning-brand-guidelines;

8.1.4.      always refer to Lumina Learning’s Products by their correct names;

8.1.5.      only use Products related to a given psychometric or competency-based model with individuals whose Portrait for that model has been purchased by the Customer;

8.1.6.      include the statement “© Copyright Lumina Learning Limited” when using or depicting any Product where a similar statement is not already present, or such other notice as specified by Lumina Learning;

8.1.7.      not register or use any trade mark, hostname, domain name, sub domain or top-level domain containing the words ‘lumina’ or ‘spark’; and

8.1.8.      tell Lumina Learning promptly upon learning that someone is providing Practitioner Services without being a properly-qualified Practitioner.

Schedule 2 – Data Processing and Sharing Agreement

The contents of Schedule 2 are located at https://luminalearning.com/data-processing-agreement.