Customer Agreement

Lumina Learning Customer Agreement

Updated 28 November 2025

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:

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.

Annual Plan: a type of Subscription.

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 definition of Customer includes (i) an entity that purchases Products or Services directly from Lumina Learning, and (ii) an entity that purchases Products or Services from a third-party reseller authorised by Lumina Learning where Lumina Learning delivers those Products and Services to the entity. 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) in accordance with Schedule 1 after an Agreed Order is formed 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 contracting 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 communicated by Lumina Learning, as updated 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 one or more Lumina Learning questionnaires.

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 termed a ‘qualification’ run by Lumina Learning or a Lumina Learning Partner in a format approved by Lumina Learning to train individuals to deliver Practitioner Services in respect of 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 to the Customer in connection with this Agreement, including Qualifications, Points, Subscriptions and Online Accounts.

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

Subscription: a package of Products and Services provided by Lumina Learning to the Customer for use during an agreed period. Types of Subscription include an “Account Tier” and an “Annual Plan”.

1.2.           A reference to “in writing” or “written” includes by email to an email address for correspondence provided by the Parties.

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.

1.5.           If Lumina Learning and the Customer have executed in writing either (i) a version of Lumina Learning’s Customer Agreement that is not hosted on Lumina Learning’s website, or (ii) a separate agreement intended to apply to the Customer’s purchase of Products and Services to the exclusion of this Agreement, the relevant aforementioned agreement will apply instead of 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;

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.           2.6. Where the Customer purchases Products or Services from a third-party reseller authorised by Lumina Learning, Lumina Learning will deliver those Products and Services to the Customer subject to the Customer agreeing to comply with this Agreement. Lumina Learning may require the Customer to provide proof that it has a binding agreement to purchase the Products and Services from an authorised reseller before it begins delivery of those Products and Services.

2.7.           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.

2.8.           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.

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 any Product or Service available to a third party, except where clause 3.2 applies.

3.2.           Where Lumina Learning designates the Customer a “Business Practitioner Organisation” (subject to change at Lumina Learning’s discretion), the Customer may use Products internally within its organisation and make Products available to its third-party customers. Services may be used within the Customer’s organisation only and the Customer must not make available any Service to a third party.

3.3.           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.

3.4.           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 3.3 and 7.5.

3.5.           In respect of the agreement referred to in clause 3.4, the Customer must take reasonable steps to:

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

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

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

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

3.6.           Lumina Learning may monitor the Customer’s use of Products and Services to ensure compliance with this Agreement.

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 section as if it were a Party to it. Each Party is liable for any breach of this section 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 copies of Confidential Information for archival or back-up purposes in accordance with its record retention policies, provided that the Receiver does not retain the Confidential Information for a period longer than 7 years from the date this Agreement terminates or the date of the Discloser’s request to delete the Confidential Information. The Receiver may retain Confidential Information indefinitely where necessary to meet legal or regulatory obligations or for the defence of legal claims.

4.6.           During any period of time that the Discloser’s Confidential Information is retained, the Receiver must ensure that it is kept secure and confidential in accordance with this Agreement.

4.7.           The Receiver’s duty to protect Confidential Information under this section starts when the Confidential Information is disclosed by the Discloser and continues indefinitely.

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 set out in an Agreed Order upon formation of the Agreed order, or as otherwise specified in the Agreed Order.

6.3.           The Customer must pay Lumina Learning’s correct and undisputed invoices net of bank fees and foreign exchange charges, without any set-off. Payment is due within 30 days of the invoice date or immediately for Events that commence within 30 days of the invoice date. 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.           If the Customer does not pay a Lumina Learning Affiliate in time for products or services provided to the Customer by the Affiliate, Lumina Learning may take the actions specified in clauses 6.5.1 and 6.5.2.

6.7.           The price of Products and Services as quoted is 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 keep their own Portraits provided under the Agreement (if any) for their own use indefinitely, 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 section 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 performance of the Agreement.

7.8.           Lumina Learning owns the Intellectual Property in all translations or adaptations 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 section 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 notice to the other Party.

8.2.           A Party (the Non-Breaching Party) may end this Agreement immediately upon notice to the other Party (the Breaching Party) if:

8.2.1.      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.      the Breaching Party has a receiver or administrator appointed to any of its assets;

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 clauses 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 sections 3, 5, or 7;

8.4.2.      committing fraud or dishonesty;

8.4.3.      failing to deliver Products or Services 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. On termination of an Agreed Order, all Fees set out in the Agreed Order that are payable in future will become payable immediately, save where clause 8.6 applies.

8.6.           No Fee is refundable, except that Lumina Learning will refund pro-rata prepaid 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 3.4, 4, 7 (except 7.3) and 8.7 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 (i) death or personal injury due to negligence, (ii) fraud or fraudulent misrepresentation, or (iii) its deliberate or dishonest default.

9.3.           Nothing in this Agreement limits a Party’s liability for claims relating to breach of section 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 an Agreed Order.

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.        The Customer (the “Outgoing Customer”) may request that unused Products and Services it has purchased, its Online Account and its Customer Data be transferred to another entity (the “Incoming Customer”). If Lumina Learning and the Incoming Customer conclude a written agreement covering the same subject matter as this Agreement, the aforementioned transfer will occur and this Agreement will terminate immediately, with Lumina Learning having no further obligations to the Outgoing Customer. The Outgoing Customer may make such a request using mechanisms that the Parties may agree from time to time, which includes where the Outgoing Customer updates customer entity details in its Online Account to those of the Incoming Customer.

10.5.        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.

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

10.7.        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, understandings, representations and warranties between Lumina Learning and the Customer on those topics.

10.8.        Lumina Learning may publish updated versions of the Customer Agreement on this webpage (or such other location as communicated by Lumina Learning) from time to time. The updated version will supersede this Agreement 30 days after publication.

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 and Wales to resolve disputes under or relating to this Agreement.

Schedule 1 – Descriptions of Services

1.               Events (general)

1.1.           The Customer may ask Lumina Learning to provide Events, including Qualifications, subject to this Schedule.

1.2.           The Customer must pay the agreed Fee for each Event under an Agreed Order.

1.3.           For each Event, the Customer must organise and pay for the following, which are not included in Lumina Learning’s Fee:

1.3.1.      rooms and other facilities appropriate for delivering the Event;

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

1.3.3.      lunch, snacks, and other refreshments for the trainers and all candidates on each day of the Event.

1.4.           For each Event, in addition to Lumina Learning’s Fees the Customer must reimburse Lumina Learning for the following expenses:

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

1.4.2.      Lumina Learning’s trainers’ travel time to and from the Event site; and

1.4.3.      postage and shipping costs to deliver training materials to the Event site.

1.5.           Events may be cancelled if specified in an Agreed Order. If an Agreed Order contains multiple Events, the Customer must cancel all Events simultaneously and may not cancel Events individually. If the Customer is required to provide notice in advance of the Event commencement date, this means the date of the earliest component of any Event.

1.6.           If details of an Event (such as date or venue of delivery) are not identified when an Agreed Order is formed, the Customer must promptly communicate its requirements concerning those details to Lumina Learning in writing. Lumina Learning must use reasonable endeavours to accommodate the Customer’s requirements. Unless otherwise agreed in writing, the date of delivery must be within 3 months of the date of the Agreed Order and must allow Lumina Learning sufficient time (as determined by Lumina Learning) to prepare delivery of the Event. After this date, Lumina Learning will not be obliged to provide the Event and no refund will be given.

1.7.           In advance of an Event commencement date, the Customer must provide Lumina Learning with any information Lumina Learning requires for delivery of the Event, including attendees’ names and email addresses. Information must be provided in accordance with the timeframes specified by Lumina Learning, which will be at least 15 Business Days in advance. Some Events require attendees to complete registration, setup and advance work. The Customer must ensure attendees complete these requirements within the timeframes specified by Lumina Learning.

2.               Qualifications (general)

2.1.           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.

2.2.           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 between the Customer and 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.

3.               Qualifications (public)

3.1.           The Customer may ask Lumina Learning to provide a place for a candidate at one of Lumina Learning’s regularly scheduled “public” Qualifications (also termed “open” Qualifications). Public Qualifications may be attended by candidates from other Lumina Learning customers. Clauses 1.3 and 1.4 of this Schedule do not apply to public Qualifications.

3.2.           If a public Qualification date or candidate is not identified at the point the Agreed Order is formed, the Customer must select a date from Lumina Learning’s scheduled delivery dates in accordance with clause 1.6 of this Schedule (subject to Lumina Learning’s confirmation of availability) and select a candidate at least 1 month before the Qualification commencement date. Where the requirements of this clause are not satisfied, Lumina Learning is not obliged to provide the Qualification and no refund will be given. Public Qualification places are limited and the Customer is responsible for making a booking whilst availability remains.

3.3.           The Customer may not change a public Qualification date once selected. The Customer may change a candidate if it notifies Lumina Learning at least 10 Business Days in advance of the Qualification commencement date and pays a substitution Fee of £200. Lumina Learning may refuse the Customer’s request to substitute a candidate if, in Lumina Learning’s reasonable opinion, the proposed substitute is not a suitable candidate for the Qualification.

3.4.           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.

4.               Qualifications (private)

4.1.           The Customer may ask Lumina Learning to provide a “private” Qualification (also termed an “in house” Qualification).

4.2.           Unless agreed otherwise, private Qualifications are attended by candidates selected by the Customer.

5.               Points and Subscriptions

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

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

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

5.2.           Subscriptions and Points are non-transferable and non-refundable, except as set out in clause 8.6.

5.3.           Products and Services that are purchased as part of a Subscription, including additional Products and Services associated with the Subscription that are purchased during the Subscription period, must be used during the Subscription period. Unused Products and Services expire at the end of the Subscription period. For example, Points purchased as part of a Subscription, including ‘top-up’ or ‘add-on’ Points purchased subsequently, must be used within the Subscription period.

5.4.           Where an Agreed Order does not state a Subscription period, and the intended Subscription period cannot be determined from the context of the purchase, the Subscription period is 1 year.

5.5.           Lumina Learning may extend any Subscription period or expiry date by providing confirmation in writing.

5.6.           Unless confirmed otherwise in writing by Lumina Learning, the minimum quantity of Points that may be purchased per transaction is 100.

5.7.           Points are deemed to be used on a first-in-first-used basis.

5.8.           Clauses 5.9 and 5.10 describe legacy arrangements for Products and Services.

5.9.           Unless agreed otherwise in writing by Lumina Learning, Points that are not purchased as part of a Subscription must be used within 2 years of the date of the Agreed Order in which they were purchased. Unused Points expire at the end of this period.

5.10.           The following terms apply to purchase of a Lumina Premium Subscription:

5.10.1.      Purchase of a “Lumina Premium” (also termed “Lumina Gold”) Subscription entitles the Customer to use the relevant Services detailed on Lumina Learning’s website;

5.10.2.      The Subscription Fee is determined by the number of Practitioners in the Customer’s organisation. If a new Practitioner joins the organisation it will be added to the Subscription for the remainder of the Subscription period for an additional pro-rata Fee; and

5.10.3.      The Subscription will not automatically renew at the end of the Subscription period. To extend the Subscription, the Customer must place an Order before the Subscription expires. To reactivate the Subscription after it expires, the Customer must pay a reactivation Fee in addition to the new Subscription Fee.

6.               Using the Online Account

6.1.           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.

6.2.           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.

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

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, branding and Practitioner guidelines, which Lumina Learning may update from time to time in its sole judgement. Guidelines can be viewed at https://brandguides.brandfolder.com/practitioner-guidelines;

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

8.1.5.      only use a Product with individuals whose Portraits associated with that Product have been purchased by the Customer in the preceding 12 months;

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, trade name, 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.