GENERAL TERMS AND CONDITIONS OF BUSINESS
Version number 2.18, last updated 22/09/2014
These Conditions set out Lumina Learning's standard terms and conditions of business for Certified Practitioners and Purchasers and shall govern:
How Certified Practitioners purchase and use the Products and Materials in order to deliver the Practitioner Services as defined below, and;
The provision of Products (of whatever nature) and Services by Lumina Learning to Purchasers
In the event of any conflict between these Conditions (as displayed on the Website) and those elsewhere, these Conditions (as displayed on the Website) shall prevail. These Conditions may be varied at any time and the varied Conditions shall take effect in respect of any transactions taking place after their publication on the Lumina Learning Website.
The headings in these Conditions are for convenience only and shall not affect their interpretation.
Please note, the language of these Conditions is English. English is the definitive and binding version and the only language used in the interpretation of these Conditions.
DEFINITION OF TERMS
In these terms and conditions the following words or phrases have the meaning set out alongside them save to the extent that the context clearly indicates otherwise:
Aggregated Materials - means any Materials whether printed or provided on any other medium (including, but not limited to, USB sticks, DVDs, videos, CD-ROMs, online web applications, apps or other software programs) that have been provided to, translated by or adapted by the Certified Practitioner or the Purchaser;
Agreement - means the contractual relationship that comes into existence between You and Lumina Learning upon purchase of the Products and Services or upon applying to become a Certified Practitioner, incorporating these Conditions;
Assessment Methods - means any method of assessing a Participant, including but not limited to: competency-based interviews; use of appraisal reports; use of an assessment centre or development centre; analysis of a letter of application or curriculum vitae; measures of ability; reviewing a portfolio of the Participant's past work; undertaking sample work exercises; group exercises with other Participants; review of personnel records; considering peer review data on the Participant and performance management data on the Participant;
Assessment Process - means the use of any Lumina Learning questionnaire, the creation of a Portrait and any ensuing assessment of the Participant;
Certification Fee - means the fee payable to Lumina Learning by a candidate seeking to become a Certified Practitioner (or a Purchaser on behalf of such a person) in order for them to become certified by Lumina Learning;
Certified Business Practitioner - means a person or person representing a business that acts on its own account purchasing Restricted Products from the Online Practitioner Account to deliver the Practitioner Services to Customers;
Certified Client Practitioner - means a person or person representing an organisation that purchases Restricted Products from the Online Practitioner Account to deliver the Practitioner Services to Customers who are internal to the organisation;
Certified Practitioner - means a Certified Client Practitioner or a Certified Business Practitioner;
Consultancy - means projects and work carried out for You, by Lumina Learning's Consultants;
Consultants - means Lumina Learning's employees, agents or sub-contractors;
Conditions - means these terms and conditions as amended from time to time;
Confidential Information - means any information which is disclosed to You by Lumina Learning pursuant to, or in connection with, these Conditions and the Agreement (whether orally or in writing and whether or not such information is expressly stated to be confidential), or which otherwise comes into Your possession in relation to the System, any Certified Practitioner's Business, the Website, the Practitioner Services, the Services or the Products other than information which You can demonstrate is already in the public domain (otherwise than as a result of a breach of any obligation of confidentiality);
Customer - means a third-party end user who is provided with the Practitioner Services by a Certified Practitioner;
Data Controller - means an individual or an entity who defines the purposes for which and how any Personal Data are, or are to be, processed (including, but not limited to, collation of the data, use of the data, amendments to the data, processes for retaining or deleting the data);
Data Processor - means an individual (other than a member of staff of the Data Controller) or an entity that processes Personal Data for the Data Controller;
Ethical Standards - means the terms and conditions any Purchaser or Certified Practitioner who uses Lumina Learning's Restricted Products must abide by, as specified in an appendix to these Conditions;
Fees - means any and all fees to be paid to Lumina Learning by a Certified Practitioner or Purchaser for the provision of the Products, Services and use of the System;
Force Majeure - means any event that impacts Lumina Learning's ability to meet its obligations specified in these Conditions arising from acts of God, fire, windstorm, flood, explosion, collapse of structures, riot, war, labour disputes, delays or restrictions by governmental bodies, inability to obtain or use necessary materials, or any cause beyond the reasonable control of Lumina Learning;
Intellectual Property Rights - means all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks (including without limitation any 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 in any part of the world relating to the Products, Services, Practitioner Services, Materials, Aggregated Materials, the System and the Website, owned by Lumina Learning and acquired by Lumina Learning from time to time;
Lumina Learning - means the Lumina Learning group of companies including Lumina Learning LLP (a partnership registered in England Company Number OC341853 whose registered office is at Alderwick James & Co, 4 The Sanctuary, 23 Oakhill, OC341853, Grove, Surbiton, Surrey KT6 6DU) and its Partners and any other companies bought or set up by Lumina Learning LLP in the future;
Materials - means any Lumina Learning materials, whether printed or provided on any other medium (including, but not limited to, USB sticks, DVDs, videos, CD-ROMs, online web applications, apps or other software programs) that are provided to You for use in the course of providing the Services;
Online Practitioner Account - means the data available to a Certified Practitioner in the System when they login to their online account on the practitioner portal on the Website using their e-mail address and password that uniquely identifies them as an individual certified as a Certified Practitioner;
Order - means an order placed by You with Lumina Learning for the provision of Products or Services;
Participant - means any user of the System who completes a questionnaire;
Participant Data - means any data concerning the Participant (including but not limited to Personal Data) that is gathered as a result of use of the System by the Participant;
Partner - means the person or entity representing Lumina Learning that has recruited and certified the Certified Practitioner with Lumina Learning and with whom the Certified Practitioner will liaise for on-going support;
Personal Data - means data which relates to a living individual who can be identified from that data and includes but is not limited to Sensitive Personal Data;
Points - means the virtual currency which can be used within the Points Service;
Points Fees - means the Fees paid by the Certified Practitioner or Purchaser for the grant of a Points License;
Points License - means the license which entitles a Certified Practitioner to use the Points Service;
Points Service - means the online service which is used in conjunction with the Online Practitioner Account and within which Points can be used to procure Products or Materials at a later date;
Portraits - means the information and reports produced by the System after a Customer has completed a questionnaire created by Lumina Learning;
Practitioner Commission - means the remuneration to be paid either as money or provided as a Point License by Lumina Learning to a Certified Business Practitioner in the event that the Certified Business Practitioner meets the requirements giving rise to an entitlement set out in the Conditions;
Products - means any products, including but not limited to any part or parts of the Restricted Products, Materials and Aggregated Materials, that are supplied to a Purchaser or Certified Practitioner by Lumina Learning;
Practitioner License – means the license which a Certified Practitioner must obtain in order to operate as a Certified Practitioner and use the Restricted Products and deliver Practitioner Services to Customers;
Practitioner License Fee - means the Fee which Certified Practitioners are charged to obtain a Practitioner License;
Practitioner Services - means the services provided by the Certified Practitioner to Customers using the System and the Restricted Products;
Professional Development Sessions - means the professional training to be provided by the Partner to the Certified Practitioner;
Purchaser - means any organisation or person which engages the services of a Certified Practitioner or who effects payment on behalf of a Certified Practitioner or candidate for certification as a Certified Practitioner or who sources Products and Services from Lumina Learning. Where the Purchaser employs or otherwise engages the services of a Certified Practitioner, reference to the Certified Practitioner shall be deemed to include the Purchaser;
Relationship Account Management - means the activities undertaken by a Certified Business Practitioner in managing and maintaining a relationship with a Certified Client Practitioner on behalf of Lumina Learning, in order to develop the Certified Client Practitioner’s use of the Products through being the first point of contact for answering questions and resolving issues regarding the Products and System, and develop more business between Lumina Learning and the Certified Client Practitioner;
Restricted Products - means any products which at the time of purchase are identified on Lumina Learning's Website, in our sales literature or in our Materials or Aggregated Materials, as requiring a Certified Practitioner to administer and deliver. Restricted Products include but are not limited to: Psychometric and competency-based questionnaires; Portraits; Workbooks; PowerPoint and other electronic slides detailing Lumina Learning concepts; an online system that supports the administration of the questionnaires; e-learning to support Certified Practitioner and Customer education in Lumina Learning's methodologies and concepts; online systems that support action learning through goal-setting and tracking; a business model, with commissions tracked in the online system; the design of a series of 'certifications' in Lumina Learning's different product offerings; the ability to take payment online from Certified Practitioners for the purchase of certifications, qualifications, licensing fees and points to be used on questionnaires and other online resources;
Sensitive Personal Data - means Personal Data concerning political or religious views or beliefs, membership of a trade union or political party, ethnicity or racial background, mental health, physical health, sexual orientation or information on sexual practices, commission (or alleged commission) of any offence and/or the proceedings of any offence alleged or actually committed;
Services - means any services that Lumina Learning has agreed to provide You with, including, but not limited to, Consultancy; Practitioner Services; Online services; Points Licenses; In-house courses; Public courses and Bureau services;
System - means the specialised psychometric testing and personalised assessment methodology developed by Lumina Learning as well as the distinctive business format and method developed and implemented by Lumina Learning for the delivery of Services, using Lumina Learning's know-how, Intellectual Property Rights, the Confidential Information, the Products and the operational procedures, specifications, methods, marketing and advertising techniques;
Technical Account Management - means the activities undertaken by a Certified Business Practitioner in supporting a Certified Client Practitioner on behalf of Lumina Learning in order to develop the Certified Client Practitioner's use of the Products through being the first point of contact for answering questions and resolving issues regarding the Products and System, and providing education and technical expertise in the Products and System;
Website - means the website located at www.luminalearning.com or such other website as notified by Lumina Learning which the Certified Practitioner is permitted to access;
Workbook - means the information and reports produced by Lumina Learning for a Customer to use during workshops and that is not a Portrait;
You, Your - means a Certified Practitioner or prospective Certified Practitioner or a Purchaser.
1.1. These Conditions and the Agreement shall form the agreement between You and Lumina Learning to the exclusion of all other terms and conditions (including any terms and conditions which You purport to apply as specified in any PO, purchase order, written instructions, letter of engagement, order confirmation, brief or other specification) and supersede any earlier agreement or agreements between You and Lumina Learning.
1.2. You acknowledge that where You represent an organisation You are entering into this Agreement on behalf of yourself and the organisation and You represent that You have the authority to bind the organisation.
1.3. Lumina Learning will provide You with the Products and Services subject to these Conditions and the Agreement.
1.4. Each of Your Orders placed with Lumina Learning shall be deemed to be an offer by You to purchase Products and Services subject to these Conditions.
1.5. No Agreement will come into existence until Lumina Learning provides You with confirmation Lumina Learning has accepted the Order.
1.6. Lumina Learning will:
1.6.1. Provide the Products and Services after Lumina Learning has notified You that the Products and Services are available;
1.6.2. Provide the Products and Services to, or in, the location specified in the Order.
1.7. You, as a Purchaser, may Order Restricted Products provided that You do so on behalf of a Certified Practitioner who has been qualified to deliver Practitioner Services and use the Restricted Products by Lumina Learning and who holds a Practitioner License.
1.8. Lumina Learning's sales and advertising literature in print and on the Website and any quotation provided by Lumina Learning are provided in order to indicate the nature of Lumina Learning's Products and Services but do not form part of this Agreement, unless agreed to in writing by Lumina Learning.
1.9. Lumina Learning shall not be liable for any failure to deliver the Products and Services caused by any event of Force Majeure. Any delivery dates quoted are guidelines and time of delivery is not of the essence.
1.10. Lumina Learning must be informed by You within 10 days in the event that the Products and Services have not been delivered according to the quoted delivery dates.
1.11. Usage of the System is covered by the Service Level Agreement in Appendix VI to these Conditions.
1.12. Once an Order has been accepted by Lumina Learning, it may only be deferred or cancelled if agreed in writing by Lumina Learning and upon payment of the relevant cancellation Fee as specified in the Appendices in these Conditions.
1.13. If You are dissatisfied with Lumina Learning's delivery of its Products or Services, You must inform Lumina Learning in writing within 30 days of the delivery.
1.14. If You wish to return a Product You must do so within 30 days of You receiving the Product and the Product must be returned in an unaltered state, using a verifiable method that provides proof of delivery.
1.15. In the event of a return for any reason other than the Product being defective, Lumina Learning will charge a processing fee of 10% of the returned Product's price.
2. ETHICAL STANDARDS
2.1. Lumina Learning's Ethical Standards as detailed in Appendix VII to these Conditions must be applied when using Restricted Products and You warrant that:
2.1.1. You will apply the Ethical Standards;
2.1.2. only Certified Practitioners who hold a Practitioner License will use the Restricted Products supplied to You;
2.1.3. You shall not, and You shall ensure any Certified Practitioner You provide the Restricted Products to shall not, pass on or make available any Restricted Products to any person who is not a Certified Practitioner who holds a Practitioner License.
2.2. Lumina Learning's Ethical Standards are available to be viewed on the Website and Lumina Learning reserves the right to:
2.2.1. Refuse to supply Restricted Products to You if it has reasonable grounds to suspect You are not applying the Ethical Standards;
2.2.2. change the Ethical Standards without prior notice.
3.1. You and Your staff and agents shall keep confidential all Confidential Information and this clause shall survive termination of this Agreement for ten years.
4.1. You agree that Lumina Learning may publish Your organisational name, any associated logos and any feedback You or Your staff have provided on our Products and Services in Lumina Learning's marketing materials and on Lumina Learning's client lists.
5. EXCLUSION OF LIABILITY
5.1. To the fullest extent permitted by law, Lumina Learning excludes any and all liability arising as a result of the use of any Products and Services provided by it to You and You acknowledge that this exclusion forms part of the basis of pricing under which the said Products and Services are provided to You.
5.2. Notwithstanding the provisions of Clause 5.1 above, Lumina Learning does not exclude or limit liability in respect of death or personal injury arising out of its negligence or that of its servants or agents.
5.3. To the extent that liability cannot be excluded and without prejudice to Clause 5.1 above, Lumina Learning limits its liability to an amount not exceeding the amount of any Fees paid by You to Lumina Learning in the 12 months immediately preceding the event from which the liability arises.
5.4. You shall not rely on the abilities or discernment of Lumina Learning, its Consultants or any of its agents to establish the suitability of the Products and Services for any particular purpose and You must use Your own abilities and discernment to satisfy Yourself that the Products and Services are of merchantable quality and suitable for Your intended purposes, even if a Consultant or agent of Lumina Learning has given written or verbal opinions concerning the suitability of the Products and Services for a particular purpose. This clause shall survive termination of this Agreement.
5.5. Lumina Learning shall not be liable and gives no warranties to You or any third party as to the suitability of the Products and Services for any particular purpose, including but not limited to the accuracy of its Portraits, Workbooks and reports. This clause shall survive termination of this Agreement.
5.6. You agree that the Portraits, Workbooks and other reports Lumina Learning creates for You represent Lumina Learning's professional opinions based on analysis of questionnaires and must not be relied upon as statements of fact. For the avoidance of doubt, Lumina Learning is not an employment or recruitment agency and does not recruit individuals to undertake certain jobs, roles or functions.
5.7. Lumina Learning is committed to helping organisations value diversity in the workplace and care has been taken to ensure Lumina Learning's Products and Services do not unlawfully discriminate or label or stereotype individuals. Lumina Learning shall not be liable if You or Your staff or agents through Your acts or omissions, make decisions based on, or interpretations of, Lumina Learning's questionnaire results, Portraits, Workbooks and other reports that result in claims of unlawful discrimination or labelling or stereotyping of individuals.
6. PRICING AND PAYMENT
6.1. Restricted Products can be obtained through the Points Service at a rate of Points, as set out in the Online Practitioner Account, and the price of any other Products and Services shall be agreed in writing between You and Lumina Learning.
6.2. To use the Points Service and obtain Restricted Products You must pay the Points Fees to purchase a Points License, in accordance with the full terms in Appendix I, that licenses You to use the Points Service.
6.3. The prices of the Points Licenses and the Points rates of Products, Services are correct at the time of publication in brochures, the Online Practitioner Account and on the Website, but are subject to change without prior notice.
6.4. Invoices from Lumina Learning must be paid by You within 30 days of the invoice date and time for payment is of the essence.
6.5. Lumina Learning reserves the right to increase its Fees by a reasonable amount when You make payment by credit card.
6.6. Without prejudice to any other rights or remedies to which the parties may be entitled, Lumina Learning may defer delivery of its Products and Services if You do not pay Lumina Learning any monies by the due date. Lumina Learning will not incur any liability in the event of it deferring delivery.
6.7. You will pay all Fees due to Lumina Learning without any set-off, deduction, counterclaim or withholding of monies, including but not limited to bank charges and exchange rate effects.
6.8. Where Lumina Learning provides Products and Services to a Purchaser, Lumina Learning may extend such credit facilities as it may decide in its absolute discretion. Such facilities may be varied or extinguished by Lumina Learning at any time without notice. Without prejudice to its other rights, Lumina Learning shall be entitled to charge interest on any late payments in accordance with Late Payment of Commercial Debts (Interest) Act 1998.
7. TAXES (INCLUDING VALUE ADDED TAX LEVIED BY HM REVENUE AND CUSTOMS IN THE UK)
7.1. The price of Products, Services and Points Licenses quoted shall be exclusive of value-added tax (VAT), other local sales taxes, import duty, export duty and taxes on royalties, and all invoices shall be increased by any such amounts with the tax component highlighted, unless we agree otherwise and You warrant to pay such amounts to the tax authorities Yourself.
7.2. Below is Lumina Learning's current interpretation of HM Revenue and Customs rules governing the application of VAT. This interpretation will be applied to all Orders unless this interpretation proves to not be lawful or the laws governing VAT change:
7.2.1. All Orders for Products and Services delivered outside of the European Union will not have VAT applied;
7.2.2. All Orders for Products and Services delivered inside the UK will have VAT applied, provided they are not VAT zero-rated;
7.2.3. All Orders for Products and Services delivered outside of the UK, but inside the European Union, will be VAT zero-rated provided that You are VAT registered in the European Union and provide Lumina Learning with Your VAT number at the time of making the Order;
7.2.4. All Orders for Products and Services delivered outside of the UK, but inside the European Union, will have VAT charged at the UK rate if You are unable to provide a VAT number at the time of making Your Order.
8. PROTECTION AND PROCESSING OF PERSONAL DATA
8.1. You acknowledge that You are responsible for ensuring that all Personal Data collected and used in the performance of the Practitioner Services, including but not limited to Personal Data input into the System, has been lawfully obtained and used in accordance with the laws governing both the individual whose Personal Data is used and in accordance with the laws of Your jurisdiction
8.2. You acknowledge that You are the Data Controller of the Personal Data and that Lumina Learning by making the System available to You is merely the Data Processor of that Personal Data. You warrant that in the event that You input any Personal Data in to the System that You have the consent of the individual whose Personal Data You input, including consent to that Personal Data being exported or processed outside the European Economic Area.
8.3. With the express permission of the Participant, Lumina Learning will also act as a Data Controller in order to gather and retain copies of Participant Data for research and other purposes. Unless agreed otherwise in writing, all Personal Data that You provide Lumina Learning with is, and shall remain, Your property, save for copies of any data retained by us as a Data Controller.
8.4. You shall indemnify and keep indemnified Lumina Learning from and against any and all costs, claims, damages, losses, expenses and liabilities arising as a result of or in connection with any notice, action, claim, demand, or allegation that any processing of Personal Data undertaken by You infringes the rights of any individual or third party or is in any way other than in compliance with any applicable data protection laws up to the limits provided by Your insurances covering these risks.
8.5. Lumina Learning may use the Purchaser, Certified Practitioner or Participant's Personal Data for the following purposes:
8.5.1. To register an individual or organisation to our Services;
8.5.2. To fulfil any orders for our Products or Services;
8.5.3. To provide customised questionnaires and applications;
8.5.4. To process questionnaires and create reports;
8.5.5. To provide Assessment Processes to our clients, through research and analysis of workplace performance, opinions and interpretations of issues, psychological preferences, skills, qualities, underlying motivations, competencies, capabilities, interests and responses to pressure and stress;
8.5.6. To research and improve our Assessment Processes;
8.5.7. To support our security, administration, testing our systems, billing processes, accounting, credit card checks, maintaining our systems, providing customer service, enforcing and defending our legal rights and developing our products;
8.5.8. To enable us and our clients (typically their human resources function, through the use of our Assessment Processes) to engage in one of three purposes: the development of individuals; the recruitment, selection and promotion of individuals; general research in the field of Human Resources;
8.5.9. To carry out our obligations arising from any contracts entered into between us and a third party;
8.5.10. To allow users to participate in interactive features of our Website;
8.5.11. To administer the Website which may involve sharing information with our network provider;
8.5.12. To carry out customer and market research;
8.5.13. To provide any marketing materials (where consent is provided), including news, updates and offers, (unless we are subsequently informed that such information is no longer required).
8.5.14. To provide existing clients with information about our Products and Services where these are similar to previous purchases by the client or the client has previously been contacted about;
8.5.15. To deal with requests and enquiries;
8.5.16. To track activity on the Website;
8.5.17. To improve the quality of our Products and Services;
8.5.18. To comply with legal, statutory and regulatory obligations.
9. INTELLECTUAL PROPERTY RIGHTS
9.1. You shall not remove or obscure any Lumina Learning copyright statement or trademarks included in the Materials.
9.2. You acknowledge that the Intellectual Property Rights in the Materials and any Aggregated Material belongs to Lumina Learning and You shall not dispute ownership of the Materials or the Aggregated Materials.
9.3. You will own any physical Portraits, Workbooks, Materials and other reports provided to You in our Products or as part of our Consultancy for You, provided that You have fully paid all associated Fees, and save that You agree that all Intellectual Property Rights in the Portraits, Workbooks, Materials and other reports provided to You are owned by Lumina Learning.
9.4. Once You have paid any Fees associated with the physical Portraits, Workbooks, Materials and other reports provided to You, Lumina Learning grants You a non-transferrable and non-exclusive licence to use the intellectual property within the physical Portraits, Workbooks, Materials and other reports provided to You.
9.5. You will not seek to copy, decompile or reverse-engineer any Materials provided to You by Lumina Learning.
9.6. You shall fully and effectively indemnify Lumina Learning from and against all losses, damages, costs, liabilities and expenses (including legal expenses) arising out of or in connection with any third-party demand, claim or action alleging that any content incorporated by You or Your servants or agents into the Materials or the Aggregated Materials infringes any intellectual property right belonging to a third party.
10. TERM AND TERMINATION
10.1. Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate this Agreement without liability to the other:
10.1.1. If the other party commits any material breach of this Agreement and (if such breach is remediable) fails to remedy that breach within 30 days after the service of written notice requiring the same;
10.1.2. If the other party is unable to pay its debts, or becomes insolvent, or is subject to an order or a resolution for its liquidation, administration, winding-up or dissolution (otherwise than for the purposes of a solvent amalgamation or reconstruction), or has an administrative or other receiver, manager, trustee, liquidator, administrator or similar officer appointed over all or any substantial part of its assets, or enters into or proposes any composition or arrangement with its creditors generally, or is subject to any analogous event or proceeding in any applicable jurisdiction an order is made or a resolution is passed for the winding up of the other party, or circumstances arise which entitle a court of competent jurisdiction to make a winding-up order of the other party.
10.2. Without prejudice to any other rights or remedies to which Lumina Learning may be entitled, Lumina Learning may terminate this Agreement without liability to You if:
10.2.1. You are in breach of any of Your obligations under this Agreement;
10.2.2. You dispute the validity or ownership of any of Lumina Learning's Intellectual Property Rights.
11. EFFECTS OF TERMINATION
11.1. Upon termination of this Agreement for any reason all monies payable to Lumina Learning shall be payable within 7 days of the date of termination, and this clause supersedes any other provision.
11.2. Upon termination of this Agreement for any reason, upon request, Lumina Learning will return to You all of Your confidential information in its possession, and upon request You will return to Lumina Learning all Confidential Information.
12.1. Any notice under this Agreement must be in writing and must be delivered by hand or sent by pre-paid first-class post, air mail or recorded delivery post to the other party at its address set out in this Agreement or such other address as may have been notified by that party for such purposes, or sent by electronic mail (with a return receipt when possible) to the other party's email address as notified from time to time or other communication mechanisms established by Lumina Learning as the case may be. A notice delivered by hand will be deemed to have been received when delivered (or if delivery is not in normal business hours, at 09:00 (9 a.m.) on the first Business Day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post will be deemed to have been received 3 Business Days after the day of posting (in the case of inland first-class mail), or 7 Business Days after the date of posting (in the case of air mail). A notice sent by electronic mail will be deemed to have been received at 09:00 (9 a.m.) on the next Business Day after the email was sent.
12.2. This Agreement shall be governed and construed in accordance with English law and You hereby submit to the exclusive jurisdiction of the English courts except that Lumina Learning shall be entitled to enforce its rights in a court in any jurisdiction if it deems this more appropriate.
12.3. This Agreement is made for the benefit of the parties to it and (where applicable) their successors and permitted assigns, and the parties agree that no third party shall have rights under this Agreement by operation of the Contracts (Rights of Third Parties) Act 1999.
12.4. Nothing in this Agreement is intended to or shall operate to create a partnership or joint venture between the parties.
12.5. You shall not, without the prior written consent of Lumina Learning, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.
12.6. Save as expressly provided in this Agreement, no amendment to this Agreement shall be effective unless in writing and signed by a duly authorised representative of each of the parties.
12.7. Each right or remedy of Lumina Learning under the Agreement is without prejudice to any other right or remedy of Lumina Learning whether under this Agreement or not.
12.8. If any provision of the Agreement is adjudged by any court, tribunal or other body of competent jurisdiction to be wholly or partly illegal, unenforceable, invalid or unreasonable, it shall, to the extent of such illegality, unenforceability, invalidity or unreasonableness, be deemed deleted from the Agreement and the remaining provisions of the Agreement, and the remainder of such provision, shall continue in full force and effect.
12.9. A reference to a statute, statutory provision or law is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.
12.10. These Conditions are the only Conditions upon which Lumina Learning is prepared to deal with You and they shall govern the Agreement to the entire exclusion of any other conditions (either express or implied).
12.11. The language of these Conditions is English and even though there may be translations of these Conditions into languages other than English, English shall be the definitive and binding version and the only language used in the interpretation of the Conditions.
12.12. A waiver of any right under the Agreement is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Agreement or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
12.13. Unless specifically provided otherwise, rights arising under the Agreement are cumulative and do not exclude rights provided by law.
Appendix I – Terms and Conditions for Enrolling, Renewing and Operating as a Certified Practitioner
1. CONDITIONS FOR OPERATING AS A CERTIFIED PRACTITIONER
1.1. To operate as a Certified Practitioner You must:
1.1.1. Have completed the certification programme to become a Certified Practitioner; and
1.1.2. Hold a valid Practitioner License.
1.2. Operating as a Certified Practitioner involves identifying yourself as a Lumina Learning Practitioner and working to provide Services to Customers using the Restricted Products.
1.3. Certified Business Practitioners meeting the operation conditions may operate with customers anywhere in the world without geographic restriction.
1.4. Certified Client Practitioners meeting the operation conditions may operate with customers internal to the organisation that they represent anywhere in the world without geographic restriction.
2. HOW TO BECOME A CERTIFIED PRACTITIONER
2.2. To become certified as a Certified Practitioner You are required to have undertaken and completed the requisite certification programme as specified on the Website.
2.3. The requisite certification programme includes physical attendance on a training course. In the event that You elect to withdraw from the programme without attending the course no part of the Certification Fee will be refunded. In the event that a course upon which You are booked is cancelled by Lumina Learning and as a consequence You are unwilling or unable to continue with the programme, Lumina Learning will refund the amount of the Certification Fee.
2.4. In the event that a candidate to become a Certified Practitioner is not deemed by Lumina Learning to be certified following completion of the certification programme, the candidate will be offered the opportunity to complete the certification programme a second time for which Lumina Learning will make no charge. If Lumina Learning feels unable to certify the candidate following this second programme, the candidate's participation in the programme will be terminated and no part of the Certification Fee will be refunded.
2.5. Once Lumina Learning is satisfied that You are qualified as a Certified Practitioner You shall be licensed to use an Online Practitioner Account which shall detail the Lumina Learning certification programmes that You have completed. You will access Your Online Practitioner Account through the Website with a user identification code (under normal circumstances, this will be Your email address) and a password (collectively termed ‘Login Details’).
2.6. In consideration of Lumina Learning accepting You to complete a certification programme to become a Certified Practitioner You (or if applicable the Purchaser) will pay Lumina Learning the Certification Fee.
2.7. The Certification Fee is set out on the Website as amended from time to time or as advised by Your Lumina Learning Partner.
3. PRACTITIONER LICENSE
3.1. The Practitioner License licenses You, as a Certified Practitioner, to:
3.1.1. use the Restricted Products for which You have completed the relevant certification programme; and
3.1.2. deliver the Practitioner Services to Customers.
It is not possible to perform these activities without a Practitioner License.
3.2. The Practitioner License is a personal, non-transferable, non-exclusive, revocable license which may be granted, renewed and terminated by Lumina Learning in accordance with these Conditions.
3.3. When You complete the certification programme and You are registered as a Certified Practitioner with an Online Practitioner Account Lumina Learning will automatically grant You a Practitioner License free of charge for a term of 12 months commencing on the date on which You complete the certification programme.
3.4. On the date 12 months after the grant of a Practitioner License, the ‘Renewal Date’, Lumina Learning will renew the Practitioner License for a further period of 12 months provided that:
3.4.1. You have not notified Lumina Learning that You wish for Your Practitioner License to be terminated;
3.4.2. You have paid the Practitioner License Fee; and
3.4.3. there has been no breach of these Conditions or the Agreement by You, as judged by Lumina Learning.
3.5. Lumina Learning may at any time specify that the Practitioner License will be granted for a period other than 12 months, to take effect from the next Renewal Date. The Practitioner License Fee will be calculated on a pro rata basis for this period.
3.6. The amount due as the Practitioner License Fee can be obtained by contacting Lumina Learning and Lumina Learning reserves the right to amend the Practitioner License Fee at any time. Lumina Learning will give You notice of any change 1 month in advance of the Renewal Date and the new Practitioner License Fee will apply at the next renewal date.
4. POINTS LICENSE
4.1. You may pay Points Fees to purchase a Points License that licenses You to use the Points Service. The Points Service can be accessed through the Online Practitioner Account to procure certain Restricted Products at the advertised rate of Points.
4.2. To purchase a Points License You must be a Certified Practitioner who is registered with an Online Practitioner Account and who holds a Practitioner License.
4.3. The Points License is a personal, non-transferable, non-exclusive, revocable license which is granted and terminated by Lumina Learning in accordance with these conditions.
4.4. The amount You pay as Points Fees for the Points License will determine the extent of the Points License. The extent determines how many Points You may use within the Points Service. The price for a Points License varies by the number of Points You wish to use and can be calculated using the functionality in Your Online Practitioner Account.
4.5. Once a Points License has been purchased the current number of Points which You are licensed to use within the Points Service will be displayed live in Your Online Practitioner Account.
4.6. Once You hold a Points License You may pay further Points Fees to increase the extent of the Points License. The price to increase the extent can be calculated using the functionality in Your Online Practitioner Account.
4.7. When You use a certain number of Points to procure a Restricted Product the extent of Your Points License is reduced and You are no longer licensed to use the Points in question. The number of Points displayed in Your Online Account will be reduced accordingly.
4.8. The extent of Your Points License will be reduced the first time You download a Portrait at the rate specified in Your Online Practitioner Account. Thereafter that Portrait may be downloaded multiple times without affecting the extent of the Points License.
4.9. Despite any references to ‘purchase’, ‘buy’, ‘acquire’ and other similar terminology in relation to Points You agree that these terms are used for convenience only and You are not buying Points or any proprietary interest in the Points but are in fact purchasing a Points License permitting You to use the Points Service only. Points have no monetary value and do not represent any stored value, are non-transferable and cannot be redeemed for anything other than the Restricted Products which You are licensed to deliver.
4.10. The transaction to purchase a Points License is final and non-refundable. Once payment of the Points Fees has been received and the Points License has been granted or the extent altered, as evidenced by the number of Points displayed in Your Online Account, the transaction is completed.
5. USE OF THE ONLINE PRACTITIONER ACCOUNT
5.1. You are responsible for keeping Your Login Details confidential.
5.2. You are responsible for any activity, including the purchase of a Points License or the use of any Points, in Your account whether authorised by You or not.
5.3. You must notify Lumina Learning immediately if You have knowledge or reasonable suspicion that an unauthorised third party has access to Your Login Details or Online Account by emailing firstname.lastname@example.org.
6. RESTRICTED PRODUCTS AND PRACTITIONER SERVICES
6.1. You may only deliver Restricted Products and Practitioner Services to Customers if You have completed the certification programme for the relevant Product and if You hold a Practitioner License.
6.2. You may download and print off Materials from the Website to use in the delivery of the Practitioner Services to the Customer.
6.3. You will immediately notify Lumina Learning if You become aware of any person or business entity who is providing Practitioner Services to Customers but has not completed the requisite certification programme and is not a Certified Practitioner and You will cooperate with Lumina Learning and use Your best endeavours to ensure the cessation of such activity.
6.4. You shall use the Restricted Products and Materials to deliver the Practitioner Services to the Customer.
6.5. Lumina Learning will provide You with Restricted Products and Materials to deliver the Practitioner Services to the Customer subject to these Conditions.
7. LUMINA LEARNING'S OBLIGATIONS TO ITS CERTIFIED PRACTITIONERS
7.1. Lumina Learning warrants the following to Certified Practitioners holding a Practitioner License:
7.1.1. to use all reasonable means to enable You to include Your logo on the Materials You use to provide the Practitioner Services to Customers;
7.1.2. to provide You with at least three Professional Development Sessions, webinars, conference calls or other training events per annum;
7.1.3. to provide You with marketing guidelines on branding as will from time to time be provided by Lumina Learning.
8. CERTIFIED PRACTITIONER OBLIGATIONS
8.1. You warrant the following:
8.1.1. to take all reasonable skill and care in the delivery of the Practitioner Services;
8.1.3. to permit Lumina Learning to carry out site visits at any sites where You are performing the Practitioner Services;
8.1.4. to attend at least once per year a Professional Development Session, webinar, conference call or other training event run by Your Partner or Lumina Learning, as communicated to You by Your Partner or Lumina Learning from time to time;
8.1.5. to inform any Customers to whom You provide Practitioner Services, that You are a Certified Practitioner of Lumina Learning;
8.1.6. to always provide a Customer with a Portrait and a Workbook whenever You run a workshop or training event using the Lumina Spark model (unless Lumina Learning or Your Partner has provided prior written agreement giving You permission to use the Lumina Spark model without providing a Portrait and Workbook, for a specific workshop or training event);
8.1.7. to inform Lumina Learning if Your organisation changes its name or address as soon as is reasonably possible;
8.1.8. to inform Lumina Learning if You change Your name, email address, address, phone number or employment as soon as is reasonably possible;
8.1.9. to comply with the marketing guidelines on branding as will from time to time be provided by Lumina Learning;
8.1.10. to refer to all Lumina Learning Products by their correct, official product titles at all times, including on Your website, in marketing material, in correspondence and in other media issued or published by You.
8.1.11. to comply with the Ethical Standards detailed in Appendix VII of these Conditions and as will from time to time be provided by Lumina Learning;
8.1.12. that where You are a Certified Practitioner representing an organisation, You are authorised to enter into this Agreement on behalf of the organisation You represent;
8.1.13. in the event that You download any Materials or Products that include Personal Data You warrant that You shall keep any copies in a secure environment and in any event shall not retain or copy any such Materials or Products save for the provision of the same to the relevant Customer in the course of Your performance of the Practitioner Services.
8.1.14. to not register or use any hostname, domain name, sub domain or top-level domain containing the word ‘lumina’ or ‘spark’.
9. PRACTITIONER LICENSE AND POINTS LICENSE TERM AND TERMINATION
9.1. If You continue to operate as a Certified Practitioner after expiry of the Practitioner License without the Practitioner License having previously been renewed You shall be deemed to be operating under a Practitioner License subject to these Terms and Conditions and the Agreement, save that You or Lumina Learning may, by serving 1 month's written notice, terminate the Practitioner License.
9.2. Either party may terminate the Practitioner License by providing no less than 180 days’ written notice to the other.
9.3. Either party may terminate the Practitioner License or the Points License if the other party commits any material breach of this Agreement and (if such breach is remediable) fails to remedy that breach within 30 days after the service of written notice requiring the same.
9.4. Without prejudice to any other rights or remedies to which Lumina Learning may be entitled, Lumina Learning may terminate Your Practitioner License and Your Points License without liability to You if You fail to deliver the Practitioner Services using the System in accordance with the Ethical Standards or to the reasonable satisfaction of Lumina Learning and do not remedy the failure within 30 days after the service of written notice requiring the same.
9.5. In addition, upon termination of the Agreement in accordance with clause 10 of this Agreement the Practitioner License and the Points License are terminated concurrently.
10. EFFECTS OF TERMINATION
10.1. Termination of the Practitioner License will entail:
10.1.1. loss of the benefits to which the Practitioner License entitles You under clause 3.1 of Appendix 1;
10.1.2. suspension of Your license to use the Online Practitioner Account; and
10.1.3. termination of Your Points License.
10.2. A Certified Practitioner whose Practitioner License has been terminated can at any time request from Lumina Learning the grant of a new Practitioner License. Lumina Learning may, at its sole discretion with consideration given to the factors in clause 3.4 of Appendix 1, grant a new Practitioner License of a term to be determined by Lumina Learning.
10.3. Upon termination of the Practitioner License no part of the Practitioner License Fee is refundable.
10.4. Upon Termination of the Points License access to the Points Service is withdrawn and any Points which You have not used cease to be usable and no part of the Points Fees are refundable.
10.5. The termination of this Agreement or the Practitioner License or Points License shall not give rise to any liability on the part of Lumina Learning or the Partner to pay any compensation to You or the Customer for loss of profits or goodwill, to reimburse You or the Customer for any costs relating to or resulting from such termination, or for any other loss or damage.
10.6. On termination of this Agreement or the Practitioner License or Points License Lumina Learning and the Partner will be under no obligation or liability to the Customer to continue to provide the Practitioner Services but it may at its sole discretion liaise with the Customer and contract directly with the Customer for the continuous provision of the Practitioner Services.
11.1. You shall take out and maintain throughout the duration of this Agreement Professional Indemnity Insurance cover with a reputable insurer with a single limit of not less than £1 million or its equivalent in local currency.
Appendix II - Additional Terms and Conditions for Certified Business Practitioners
1.1. You warrant to use all reasonable means to promote, market and sell the Practitioner Services to Customers.
2. PRACTITIONER COMMISSION PAYABLE BY LUMINA LEARNING TO CERTIFIED BUSINESS PRACTITIONERS
2.1. You or the organisation You represent shall receive Practitioner Commission calculated at such percentage rate as Lumina Learning may from time to time advise of the Certification Fee paid for any named person who successfully becomes a Certified Business Practitioner or a Certified Client Practitioner whom You have introduced to Lumina Learning provided that this is agreed in writing with Lumina Learning before the named person makes contact with Lumina Learning.
2.2. When You have received Practitioner Commission for certification pursuant to clause 2.1 above in this Appendix in relation to a named Certified Client Practitioner You may also receive Practitioner Commission for Technical Account Management calculated at such percentage rate as Lumina Learning may from time to time advise of the Points Fees paid by the named Certified Client Practitioner provided that You provide Technical Account Management to the reasonable satisfaction of Lumina Learning and the Certified Client Practitioner.
2.3. When You have received Practitioner Commission for certification pursuant to Clause 2.1 above in this Appendix, You may also receive Practitioner Commission for Relationship Account Management calculated at such percentage rate as Lumina Learning may from time to time advise of the Points Fees paid by the named Certified Client Practitioner provided that You provide Relationship Account Management to the reasonable satisfaction of Lumina Learning and the Certified Client Practitioner.
2.4. Lumina Learning shall pay You all Practitioner Commission due by the end of the month following the month in which Lumina Learning receives the associated Fees in cleared funds from the Certified Client Practitioners or Certified Business Practitioners.
2.5. Lumina Learning shall pay You the Practitioner Commission in the currency or currencies in which Lumina Learning receives the associated Fees or in Your local currency or in Sterling at Lumina Learning's discretion.
2.6. At Lumina Learning’s option You may receive payment of Practitioner Commission in the form of a Points License of equivalent value to the Practitioner Commission.
Appendix III - Additional Terms and Conditions for Purchasing In-house Courses
1. IN-HOUSE COURSES
1.1. In-house courses are often provided by Lumina Learning to You in order to save You time and money compared with attending a public course and the Fees charged for an In-house course are available on request.
1.2. Unless otherwise agreed in writing, when Lumina Learning provides an In-house course for You, You will provide:
1.2.1. the training room and associated facilities;
1.2.2. the necessary projector, audio-visual kit and access to the internet;
1.2.3. food and drink during the course.
1.3. Unless otherwise agreed in writing, when Lumina Learning provides an In-house course for You, You will reimburse Lumina Learning:
1.3.1. the cost of Lumina Learning's trainers and consultants travel, subsistence and accommodation for the duration of the course and any travel time required;
1.3.2. the cost of any required postage or couriering to deliver Materials to training room.
1.4. The terms in Appendix IV on Additional Terms and Conditions for Purchasing Public Courses will also apply to In-house courses.
Appendix IV - Additional Terms and Conditions for Purchasing Public Courses
1. PUBLIC COURSES
1.1. The course objectives, agenda, content and pricing are correct at the time of publication, but may be subject to change without notice.
1.2. The Fees charged for courses do not include the cost of overnight accommodation or travel to the course venue.
1.3. When You book a place on a course, You will be invoiced and the invoice must be paid within 30 days of the invoice date, save that if the course commences within 30 days of the booking being made, then the invoice must be paid in full before the course commences.
1.4. In the event that Lumina Learning considers the number of bookings on a course is too low, or if factors outside of Lumina Learning's control are likely to negatively impact the course, Lumina Learning reserves the right to defer or cancel the course without penalty or liability. In such situations, Lumina Learning will use its best endeavours to communicate the situation to You as soon as is reasonably possible.
1.5. In the event that a course is cancelled, You will be provided with a full refund.
1.6. If You cancel a booking less than 28 calendar days before the commencement of a course, You will pay the full Fee for the course. If You cancel a booking more than 28 calendar days before the commencement of a course, no Fee for the course is due.
1.7. If You wish to transfer Your booking to another course on a different date, this will be considered as a cancellation and a new booking must be made for the new course.
1.8. If You wish to switch Yourself for a colleague on any course, Lumina Learning will agree at no extra cost, provided that the colleague is deemed by Lumina Learning to meet the course requirements.
1.9. When You apply to be a candidate for Certified Practitioner, Lumina Learning does not guarantee that You or any other candidate will become a Certified Practitioner, as the course requires all delegates to demonstrate competence in the use of Lumina Learning's Products and to successfully answer the questions in one of Lumina Learning's 'indicator of readiness' questionnaires.
Appendix V - Additional Terms and Conditions for Purchasing Consultancy
1. RESOURCES PROVIDED AND RATES
1.1. Consultancy will only begin work once Lumina Learning has agreed with You a clear proposal.
1.2. Lumina Learning is not able to guarantee to You that any preferred individual consultant, trainer or coach will undertake Your work as unforeseeable events may preclude this.
1.3. Any Products used during the Consultancy are subject to these Conditions and will be invoiced at the standard retail price.
1.4. 25% of the Consultancy Fees will be invoiced when the work starts; 50% of the Consultancy Fees will be invoiced at the end of each calendar month in which work is undertaken; 25% of the Consultancy Fees will be invoiced when the work has finished, unless You agree otherwise in writing with Lumina Learning, before the work commences.
1.5. In the event that You request any changes to the Consultancy after work has started, Lumina Learning will use its best endeavours to meet Your request. In the event that the request for a change to the Consultancy causes Lumina Learning to have to invest extra time, then this extra time will be billed at Lumina Learning's standard consultancy day rate.
1.6. You will grant Lumina Learning's Consultants access to Your key people, relevant information and Your offices as may be required by the Consultancy. In the event that such access is denied and this results in an increase in the time required to undertake the Consultancy, You will be billed for the incremental costs incurred.
1.7. You will provide the Consultant with an adequate working environment, with access to the internet when on Your premises, and use Your best endeavours to ensure the safety of the Consultant and the Consultant's property.
1.8. Unless otherwise agreed in writing, Lumina Learning's consultants are charged to You based on a day rate assuming an eight-hour consultant day that will be delivered between 8 a.m. and 6 p.m. Lumina Learning may apply a different day rate in the event of consultant time being required:
1.8.1. during early mornings before 8 a.m.;
1.8.2. in the evening after 6 p.m.;
1.8.3. during weekends or public holidays.
1.9. In the event of travel outside of the UK, 50% of the normal day rate will be charged for travel time.
1.10. Lumina Learning will invoice You on a monthly basis, unless an alternative time schedule has been agreed in writing.
1.11. In addition to the Consulting Fees, the cost of travel and subsistence, accommodation, courier fees and any other reasonable expenses will be invoiced to You at the cost we have incurred, and any travel by car will be invoiced to You at our most recent pence per mile rate.
2. DEFERRING OR CANCELLING WORK
2.1. Once we have agreed to undertake work for You, we will assign resources to deliver to the timescales agreed. In the event that You wish to defer or cancel the work before we start, we will establish if other work can be substituted for the deferred or cancelled work, and in the event that this is not possible, we will invoice You for 100% of the work if it is 7 calendar days from the start date and 50% of the work if it is between 8 and 28 calendar days from the start date.
2.2. Once we have started work for You on a project, if You terminate the Agreement, unless specified otherwise in writing You will be liable and we will invoice You for 100% of the agreed fees.
Appendix VI - System Service Level Agreement
1. SYSTEM UPTIME
1.1. With the exception of any planned and urgent unplanned maintenance time, the System will be available 95% of the time 24 hours a day, 7 days a week and 365 days a year.
1.2. Lumina Learning may withdraw the System and access to the Website and Online Practitioner Account for planned maintenance (such maintenance will normally be undertaken during a Saturday or Sunday UK time) and You will from time to time be notified of such a withdrawal on our Website or when Lumina Learning sends You an email notification.
1.3. Lumina Learning may withdraw the System and access to the Website and Online Practitioner Account for urgent unplanned maintenance on any day between 08:00 (8 a.m.) and 08:30 (8.30 a.m.) UK time.
1.4. When Lumina Learning provides Products and Services to You, provided that You meet Your obligations under this Agreement, Lumina Learning shall use all reasonable endeavours to provide You with the System during this Agreement.
2. CUSTOMER SERVICE - PHONING LUMINA LEARNING'S UK OFFICE
2.1. Lumina Learning's customer service phone number will be manned between 09:00 (9 a.m.) and 17:00 (5 p.m.) UK time between Monday and Friday save that the customer service phone number will not be manned on UK public holidays.
3. CUSTOMER SERVICE - EMAILING LUMINA LEARNING'S UK OFFICE
3.1. Any request for customer service that is received via an email to email@example.com will be responded to within 24 hours of receipt of the email and such a response may include an acknowledgement of Your request, but will not necessarily resolve Your request for customer service. For the avoidance of doubt, Lumina Learning does not guarantee to be able to resolve Your problem.
3.2. Lumina Learning shall not be liable for any defect or failure in the functioning of the System for reasons outside of Lumina Learning's control, including, but not limited to, internet outages; failures in electricity supply; any telephone system being down; overload of any network; any issue due to Your systems; the failure to deliver of any third party; the actions of any government or any event of Force Majeure.
Appendix VII - Ethical Standards
1.1. Anybody who uses our Restricted Products must abide by Lumina Learning's Ethical Standards as specified below.
1.2. All Purchasers and Certified Practitioners must use their best endeavours to ensure anybody they work with who uses our Restricted Products abides by Lumina Learning's Ethical Standards and the Certified Practitioner must also abide by Lumina Learning's Ethical Standards when they use the Restricted Products to deliver the Practitioner Services as specified below.
1.3. A Participant may be asked to complete a Lumina Learning questionnaire for one of three different purposes:
1.3.1. The questionnaire is part of a developmental process the Participant is in (this may include, but is not limited to Participants building skills, qualities, competencies and capabilities or making choices about their career);
1.3.2. The questionnaire is part of a recruitment or promotion process the Participant is in;
1.3.3. The questionnaire is part of a research project.
1.4. A job analysis should always be undertaken and used in the design of an Assessment Process being used for recruitment or promotion purposes.
1.5. The data in any Portrait must be verified and combined with relevant data from other sources (such as, but not limited to other Assessment Methods) when used for making decisions.
1.6. When the Assessment Process is part of either a developmental process or a recruitment or promotion process that will decide if the Participant will be promoted, then in addition to Lumina Learning's questionnaires and Portraits, the Assessment Process must include other independent data, including but not limited to peer-review data on the Participant and performance management data on the Participant.
1.7. When the Assessment Process is part of a recruitment or promotion process, then in addition to Lumina Learning's questionnaires and Portraits, the Assessment Process must include other independent data, such as, but not limited to Assessment Methods.
1.8. After a Participant has completed a questionnaire, they must be given feedback according to any appropriate local laws or regulatory requirements. In addition to any appropriate local laws or regulatory requirements, Lumina Learning's Ethical Standards on providing feedback must also be complied with.
2. BEFORE FILLING IN A QUESTIONNAIRE
2.1. Before filling in one of Lumina Learning's questionnaires, Certified Practitioners must explain to the Participants:
2.1.1. Why they are being asked to complete the questionnaire;
2.1.2. The nature of the questionnaire, the Portraits that will be created and the Assessment Process they are part of;
2.1.3. How the results from the questionnaire will be processed into Portraits and how the data produced by the Assessment Process will be used;
2.1.4. The duration for which the data produced by the Assessment Process will be kept;
2.1.5. Who will be able to view the data produced by the Assessment Process.
2.2. All Certified Practitioners must ensure that Participants:
2.2.1. Are able to ask any questions they may have;
2.2.2. Receive professional and candid answers to the questions asked;
2.2.3. Are given the opportunity to highlight any possible reasons which may impact the appropriateness of the Assessment Process for them. In the event that a valid reason is highlighted (such as any disability or any issue with language skills), the Certified Practitioner must make any necessary adjustments (seeking support from Lumina Learning if necessary) to ensure the Participant receives a fair assessment.
3. INFORMED CONSENT
3.1. All Participants must give their informed consent before completing a questionnaire.
3.2. All Participants must be made aware that giving their informed consent and completing any questionnaire is voluntary.
3.3. When informed consent is given for one purpose, the data gathered may not be used for another purpose until the Participant has been advised and given their further consent.
3.4. All Participants must be made aware that if they choose not to complete a questionnaire, that there may be consequences of making this choice. Such consequences may include:
3.4.1. Being excluded from the Assessment Process;
3.4.2. Being declined access to a course or team-building event; or
3.4.3. Being rejected from a job selection process.
4. FEEDBACK AFTER FILLING IN A QUESTIONNAIRE AS PART OF A DEVELOPMENTAL PROCESS
4.1. Best practice for Participants completing a questionnaire for developmental purposes involves Participants receiving meaningful feedback through the opportunity to review the Portrait with a Certified Practitioner (in a one-to-one meeting or a group session). However, it is acceptable to provide meaningful feedback through e-learning or a Participant self-study process using a Portrait and Workbook.
5. FEEDBACK AFTER FILLING IN A QUESTIONNAIRE AS PART OF A RECRUITMENT OR PROMOTION
5.1. Best practice for Participants completing a questionnaire for recruitment or promotion purposes involves Participants being offered meaningful feedback (although the offer may not be taken up) through the opportunity to review a narrative version of the Portrait without direct contact with a Certified Practitioner. Such narrative feedback must be clear and in a style appropriate to the Participant's level of understanding.
6. FEEDBACK AFTER FILLING IN A QUESTIONNAIRE AS PART OF A RESEARCH PROJECT
6.1. Best practice for Participants completing a questionnaire as part of a research purposes involves Participants being offered meaningful feedback (although the offer may not be taken up) through the opportunity to review a narrative version of the Portrait without direct contact with a Certified Practitioner. Such narrative feedback must be clear and in a style appropriate to the Participant's level of understanding.
6.2. However, in the case of the Participants completing a questionnaire as part of a research project, it is acceptable for Participants to receive no feedback provided that:
6.2.1. Participants are advised before filling in the questionnaire that no feedback will be provided; and
6.2.2. the nature of the research is fully conveyed to the Participant before they fill in the questionnaire.
7.1. Lumina Learning's questionnaires and Portraits must only be used where the data created will be appropriate and relevant to the purpose.
7.2. Only individuals appropriately trained by Lumina Learning (and as guided in the relevant training and administration manuals) may design and implement an Assessment Process or use the System to administer an Assessment Process.
7.3. Feedback on, or any interpretation of a Portrait must only be provided by Certified Practitioners.
7.4. Before any of Lumina Learning's questionnaires or Portraits are used to inform recruitment, promotion or placement decisions, other more direct forms of performance data and more direct Assessment Methods should be considered.
7.6. Lumina Learning reserves the right to from time to time update the Ethical Standards and provide definitive guidance as to their interpretation
8.1. When large numbers of Participants from one organisation complete questionnaires, the Certified Practitioner should correlate the questionnaire scores with data on the Participant's performance in their organisation (this is often termed a criterion-related validity study), in order to analyse the validity of the Assessment Process.
8.2. When the numbers of Participants that complete the questionnaires is not large, the Certified Practitioner should periodically confirm the original purpose of the Assessment Process is still appropriate and that the questionnaire being used is still relevant.
8.3. The Certified Practitioner should regularly review the impact of the Assessment Process segmented by categories such as gender, race, age and profession.
9. ACCESS TO RESTRICTED PRODUCTS
9.1. All Restricted Products must be kept securely and must only be made available to Certified Practitioners holding a Practitioner License.
9.2. In the event that a Certified Practitioner ceases to be employed by the organisation they have been using Lumina Learning's Restricted Products in, the Restricted Products should be transferred to another Certified Practitioner who can continue to provide the Services from within the organisation.
9.3. All data kept, either electronically or on file, must be held according to the local laws governing Data Protection and confidentiality.
9.4. You confirm that You will take all reasonable steps to ensure that none of Lumina Learning's Products or Materials are copied, translated or modified, in whole or in part, in a way that would infringe Lumina Learning's Intellectual Property Rights and You will cooperate with Lumina Learning and use Your best endeavours to ensure the cessation of such activity.
10. YOUR PROFESSIONAL COMPETENCE
10.1. Certified Practitioners assume full responsibility for keeping their knowledge of local laws and regulatory guidelines governing psychometric tests up to date.
10.2. Certified Practitioners assume full responsibility for ensuring they are professionally competent in the use of psychometrics and in the design and implementation of Assessment Processes. Under no circumstances should a Certified Practitioner propose they provide or actually provide any services for which they are not professionally competent.