Prepaid Terms and Conditions
This Agreement is between DDLS Australia Pty Ltd [ABN 55 133 222 241] trading as Lumify Group, of 477 Pitt Street, in the State of New South Wales (“Lumify”) and the Client named in the Particulars (“Client”). 1
1. Definition
In this Agreement unless the context otherwise requires:
“Charges” means the fees or prices payable by the Client to Lumify for Training or Services supplied by Lumify under the provisions of this Agreement;
“Commencement Date” means the date specified in the Particulars for the commencement of this Agreement;
“Training” means training as made available and sold to the Client by Lumify;
“Initial Term” means the initial term of this agreement specified in clause 3.1, commencing on the Commencement Date;
“Lapsed Dollars” means unused Prepaid Training Credits which have lapsed in accordance with clause 8.1;
“Particulars” means the Particulars on page 1 of this Agreement;
“Prepaid Training Credit Account” means the accrued credit created by the advance payment of money by the Client to Lumify under the provisions of this agreement;
“Prepaid Training Credits” and “$PTC” means the units of credit purchased by the Client from Lumify, each having the value specified in the Particulars or as otherwise agreed in writing between the parties;
“Services” means services provided by Lumify to the Client.
2. Interpretation
2.1 In this agreement, unless the context otherwise requires:
a) headings are for convenience only and do not affect the interpretation of this Agreement;
b) words importing the singular include the plural and vice versa;
c) an expression importing a natural person includes any company, partnership, joint venture, association, corporation or other body corporate; and
d) a reference to a party in this Agreement or in any other document or agreement includes that party's permitted successors and permitted assigns.
3. Term
3.1 The Initial Term of this Agreement is three years.
3.2 The term of this Agreement may be extended in accordance with clause Error! Reference source not found., or otherwise by written agreement between the parties.
4. Purchase of Prepaid Training Credit Dollars
4.1 The Client has, on or before the Commencement Date, purchased from Lumify the Prepaid Training Credits ($PTC) specified in the Particulars.
4.2 Lumify, on receipt of payment for the $PTC purchased by the Client, has opened or will open, a Prepaid Training Account for the Client and credit to that account the $PTC for which the Client has paid
4.3 The Client may with Lumify’s prior approval, purchase additional $PTC from time to time. Upon receipt of payment for such additional $PTC, Lumify will credit such $PTC to the Client’s Prepaid Training Account.
4.4 Lumify may from time to time require the Client to purchase additional $PTC prior to delivering Training or performing Services if there is an insufficient credit in the Prepaid Training Account to pay for such Training or Services.
4.5 The Client may only purchase $PTC to the value of $5,000.00 or more per purchase.
5. Supply of Training and Services
5.1 Lumify may, at the Client’s request, supply Training and/or Services to the
Client from time to time.
5.2 The Client must notify Lumify in writing if the Client wishes to use the $PTC credited to its Prepaid Training Account to pay for such Training and Services. Subject to clause 5.3, Lumify will supply such Training and Services on these terms unless otherwise agreed in writing between the parties.
5.3 Lumify may require the parties to enter into a separate agreement for the supply of Training or Services as a condition of applying Prepaid Training Credit dollars to the supply of such Training or Services. Lumify is not obliged to supply any Training or Services to the Client until the parties have entered into such separate agreement.
5.4 Lumify may cease supplying Services or Training at any time if the Client does not have adequate $PTC in its Prepaid Training Credit Account to cover the Charges for the Services or Training.
6. Payment by Prepaid Training Credit Dollars
6.1 Subject to clauses 3, 7, 5.3, and 11 Lumify will, on written request from the Client, accept $PTC in payment for Charges for Training and/or Services supplied to the Client during the term of this Agreement.
6.2 Subject to clause 6.1, Lumify will debit the value of the Charges to the
Client’s Prepaid Training Credit Account immediately such Charges become
payable.
6.3 The Client may authorise Lumify to apply Prepaid Training Credit Dollars to the payment of any invoice rendered to the Client, whether the goods or services the subject of the invoice were supplied under this Agreement or under another agreement.
7. Bonus Training Credits
7.1 The Client may be eligible for Bonus Training Credits (BTC) which will be provided at the time of purchase of the Prepaid Training Credits.
7.2 BTC are accessible only when purchased Prepaid Training Credits have been fully utilised. BTC are redeemed at RRP.
7.3 BTC are unable to be used on any Lumify reseller courses or private courses.
7.4 BTC expire 12 months from the date of purchase of the Prepaid Training Credits.
8. Lapsed Prepaid Training Credit Dollars
8.1 Regardless of the expiry date of this Agreement, unused Prepaid Training Credit Dollars lapse 3 years after the date the Client purchases them.
8.2 The Client may not use Lapsed Dollars to purchase Training or Services without Lumify’s written approval, which Lumify may withhold in its absolute discretion.
8.3 If the Client’s Prepaid Training Credit Account comprises Lapsed Dollars only or has a zero balance, Lumify may, in addition to exercising its other rights under this clause 7, on written notice to the Client, close that Prepaid Training Credit Account and terminate this Agreement without further liability to the Client.
9. Prepaid Training Credit Account Balance
9.1 The Client may request a statement of the balance of the Prepaid Training Credit Dollars held to the credit of the Client in its Prepaid Training Credit Account at any time during the term of this Agreement.
10. Changes to the Prepaid Training Credit Scheme
10.1 Lumify may, by 30 days written notice to the Client, alter the terms and conditions of this Agreement before, but effective from the end of the Initial Term and at any time after the end of the Initial Term.
10.2 The Client may, upon receipt of such notice cancel this Agreement by written notice to Lumify.
10.3 Upon Lumify receiving notice of a cancellation under clause 10.2, it will:
a) apply any Prepaid Training Credit Dollars to the credit of the Client’s Prepaid Training Credit Account to any amounts payable by the Client to Lumify; and
b) then refund the balance to the Client or as the Client may direct in writing.
11. Termination
11.1 If a party (“the Defaulting Party”) breaches any provision of this Agreement, the other party (“the Innocent Party”) may immediately.
a) suspend the performance of its obligations under this Agreement until the breach is remedied by the Defaulting Party to the reasonable satisfaction of Innocent Party; and
b) terminate this Agreement if the Defaulting Party remains in breach of any such provision after receiving not less than 21 days notice in writing from the Innocent Party identifying the breach and requesting its remedy.
11.2 A party may terminate this Agreement immediately if:
a) the other Party enters into any arrangement between itself and its or any class of its creditors;
b) the other Party ceases to be able to pay its debts as they become due;
c) the other Party ceases to carry on business;
d) a mortgagee enters into possession or disposes of the whole or any part of the other Party’s assets or business;
e) the other Party enters into liquidation (whether provisional or final, or voluntary or pursuant to a court order) or any form of insolvency administration; or
f) a receiver, a receiver and manager, a trustee in bankruptcy, an administrator, a liquidator, a provisional liquidator or other like person is appointed to the whole or any part of the other Party’s assets or business.
12. Survival of Rights
12.1 Termination of this Agreement (for whatever cause) will not affect any right or cause of action which has accrued to a party at or prior to the date of termination.
13. Taxes
13.1 If a goods and services tax (“GST”) has application to any supply Lumify makes under or in connection with this Agreement, Lumify may, in addition to any amount or consideration expressed as payable, and subject to issuing a valid tax invoice, recover the GST amount from Client.
14. Governing Law
14.1 This Agreement is governed by the laws of the State of New South Wales and the parties hereby agree to submit to the non-exclusive jurisdiction of the courts of New South Wales and all courts having jurisdiction to hear appeals there from.
15. Entire Agreement
15.1 This Agreement supersedes all prior agreements, arrangements and undertakings between the parties and constitutes the entire agreement between the parties relating to the subject matter hereof.
16. Assignment
16.1 The Client may only assign this Agreement and any rights under this Agreement with the prior written consent of Lumify.
