TERMS AND CONDITIONS


These are the terms and conditions under which Oxford University Press (“OUP”) engages the Pretesting Research Partner to enable candidates to take some newly-written ELT test questions (“Pretests”) prior to their launch as official OUP tests.

1 DEFINITIONS


1.1    In this Agreement the following words shall have the following meanings:

“Research Partner”

An organisation approved to provide pretests

"Candidate"

a student (not a teacher) who takes the Pretests

"Pretest"

newly written test questions not yet incorporated into OUP official tests

“Test Locations"

the physical locations at which the Research Partner hosts the Pretests

“Test Site"

the web site on which the Test is located



1.2    In this Agreement, unless otherwise specified:

   1.2.1   headings are for ease of reference only and shall not affect its construction;

   1.2.2   references to any Clause, paragraph, recital or Schedule are to those contained in this Agreement and all Schedules to this Agreement are an integral part of this Agreement;

   1.2.3  "person" includes any individual, firm, company or other incorporated or unincorporated body;

   1.2.4   reference to any statute, bye-law, regulation, rule, delegated legislation or order is to any statute, bye-law, regulation, rule, delegated legislation or order which is in force at the date of this Agreement as amended, modified or replaced from time to time and to any statute, bye-law, regulation, rule, delegated legislation or order replacing or made under any of them.

2   APPOINTMENT  

2.1   Subject to the terms and conditions of this Agreement, the Research Partner is appointed as a provider of test facilities at the Test Locations for Candidates who would like to take the Pretest, to a maximum of 50 Candidates per session.

2.2   Research Partner shall permit OUP or an independent monitor to inspect any Test Location at short notice for the purpose of ensuring compliance with the terms of this Agreement and to audit security and invigilation processes during examinations.

2.3   The person accepting these terms and conditions represents that s/he is doing so on behalf of his/her organisation (the Research Partner) and that s/he has the authority to do so.

3   OBLIGATIONS OF THE RESEARCH PARTNER

3.1   In respect of each Pretest sitting, the Research Partner shall provide the facilities at the relevant Test Location to a standard appropriate for a Research Partner delivering pretesting for a University with a world wide reputation for integrity and academic excellence. For the avoidance of doubt, Research Partner shall be responsible for installation and provision of all equipment necessary for the provision of the Services. The Pretests must be taken under normal examination conditions.

3.2   The Research Partner warrants that each Research Partner will meet current European legal requirements in respect of accessibility for Candidates, the health and safety of Candidates and security of any personal information it may hold on behalf of OUP.

3.3   The Research Partner shall carry adequate insurance to meet its obligations under this Agreement.

3.4   The Research Partner shall comply with local child protection laws.

3.5   The Research Partner shall read and comply at all times with the latest version of the OUP Pretesting Research Partner Handbook. These include without limitation rules on room preparation, facilities, security, supervision, personnel, invigilation and incident reporting. The Research Partner also agrees to fulfil the minimum technical requirements for pretesting as outlined in the Handbook, and to inform OUP TDU immediately if circumstances change and the centre no longer meets the minimum technical requirements.

3.6   The Research Partner shall be responsible for the actions or omission of any third parties engaged by the Research Partner to carry out its responsibilities under this Agreement, for example invigilators.

3.7   There is no obligation on the Research Partner to pay OUP for use of the Pretests in accordance with this Agreement.

3.8   The Research Partner may not charge the Candidates for use of the Pretests.

3.9   Before the Pretests are provided by OUP, the Research Partner must match the Candidates to the appropriate level.

3.10   The Research Partner acknowledges that the Pretests are a development activity and they should not be used for placement or assessment purposes.

4   PLATFORM TERMS AND CONDITIONS

4.1   Once the Research Partner has accepted this Agreement and been approved by OUP as a Research Partner, the use by the Research Partner of the Oxford English Testing Resources platform shall be subject to the terms and conditions shown in Schedule I to the extent that they are relevant. In case of conflict between the clauses of this Agreement and Schedule I, the former shall apply.

5   OBLIGATIONS OF OUP

5.1   Pretests at all levels are subject to availability.

5.2   OUP shall provide the Pretests to the Research Partner via the Test Site using secure passwords and following the Pretests shall provide the Research Partner with the Candidates’ raw results within three weeks.

5.3   OUP will provide the Research Partner with a window of time within which the Pretests must be taken. After that window has closed, the Research Partner will no longer have access to the Test Site.

5.4   OUP shall ensure that there is online support for the Research Partner managers and supervisors in relation to the Test Site, in the period before and during the tests.

5.5   In respect of incentives offered by OUP to the Candidates, any offer may be subject to change or withdrawal at any time.

5.6   There is no obligation under this Agreement upon OUP to remunerate Research Partner for enabling Candidates to take the Pretests or to cover any of Research Partner’s expenses arising from the performance of its obligations under this Agreement.

5.7   OUP shall not be liable for any costs, damages or claims arising from the Pretests performed under this Agreement.

6   CONFIDENTIALITY

6.1   The Research Partner must allow access to the Pretest materials on the Test Site by means of secure passwords only.

6.2   The Research Partner shall promptly inform OUP if it learns of any unauthorised access to the Pretest materials, giving details.

6.3   The contents of the Pretests are highly confidential and must not be disclosed to any third party without the written consent of OUP.

7   DATA PROTECTION

7.1   Each party to this Agreement shall comply with its obligations under the Data Protection Act 1998 (or local equivalents) and related regulations in respect of personal data obtained through the operation of this Agreement.

7.2   Both OUP and the Research Partner shall ensure that all personal data stored in relation to this Agreement is held in physically secure locations, and any personal data held on computer is password protected.

7.3   All Candidates taking the Pretests must provide their name (online), to enable OUP to inform the Candidates (or their teachers) of their results. For the avoidance of doubt, OUP will not use this personal information for marketing purposes.

8    INTELLECTUAL PROPERTY AND CONSENTS

8.1   Copyright in the Pretest materials belongs to OUP. The Research Partner shall ensure that no Pretest materials are copied by it or the candidates or any other party in any format and shall promptly inform OUP if it learns of any such copying, giving details.

8.2   The Research Partner shall assist OUP in obtaining from the Candidates either an assignment or a licence to use their written or oral answers to the Test question for any purposes connected to OUP’s corpus of English usage. .

8.3   The Research Partner shall indemnify OUP against any claims, losses or damages suffered by OUP as a result of a breach by the Research Partner of its obligations under Clause 8.3.

9   TERMINATION

9.1   Without prejudice to any right or remedy either party may have against the other for breach or non-performance of this Agreement, each party shall have the right to terminate this Agreement by notice in writing to the other party with immediate effect if:

   9.1.1   the other party commits a material breach of the terms of this Agreement or, in the case of any such breach capable of remedy, fails to remedy or repeats such breach after receiving written notice from the party seeking to terminate the Agreement to remedy it within a period of at least 15 days;

   9.1.2    an order is made or resolution passed for the winding-up or bankruptcy of the other party, any distress or execution is levied on any of its property or effects, a receiver is appointed over any of its assets, the other party compounds or makes any voluntary arrangement with its creditors or any class thereof, or the other party is dissolved or otherwise ceases to exist, or such dissolution or ceasing to exist is imminent, or the other party ceases its usual business operations or there is a change in the identity of the controlling shareholder of the other party.

9.2    Either party may terminate this Agreement for any reason (or no reason) by giving three months’ notice in writing to the other party.

9.3    Termination of this Agreement for whatever reason shall not affect the liabilities or obligations of the parties accruing up to the date of termination.

10   GENERAL

10.1   Neither party hereto shall have any right without the written consent of the other to make any representations for the other party or to assume or create any obligation or liability on behalf of or in the name of the other party, save as expressly provided in this Agreement. Neither this Agreement nor the relationship entered into between the parties shall comprise a partnership.

10.2   Neither party hereto shall be entitled to assign this Agreement without the prior written consent of the other.

10.3   This Agreement constitutes the entire agreement between the parties in relation to the subject matter hereof and shall supersede all previous communications, representations, agreements or understandings, either oral or written between the parties with respect to the subject matter hereof save that this Clause shall not apply to any statement, representation or warranty made fraudulently.

10.4   If any term condition or other provision of this Agreement is held to be invalid void or unenforceable or to render this Agreement or any part of it void or unenforceable then that provision shall be severable from the remaining terms conditions and provisions of this Agreement which will continue in force and be construed as if such provision had never been contained in this Agreement.

10.5   Neither party shall be liable for any loss damage injury or delay due to any reasonable cause beyond its control including (without prejudice to the generality of the foregoing expression) acts of Government, strikes, lock-outs, fire, lightning, explosion, flood, storm, riot, civil commotion, acts of war, or theft.

10.6   This Agreement shall not be amended, varied or supplemented except in writing signed by duly authorised representatives of both parties.

10.7   No provision of this Agreement is intended to be enforceable by a person who is not a party to this Agreement.

10.8   All notices required to be given under this Agreement shall be given in writing in English and left at or sent by first class registered or recorded delivery to the appropriate address shown at the head of this Agreement, or such other address as the party concerned shall from time to time designate by notice pursuant to this Clause. Such notices shall be deemed to be delivered (i) when left at the addressee's address; or (ii) if posted, 48 (forty-eight) hours after posting. All notices to OUP shall be marked for the attention of the Head of Test Development with a copy to the Group Legal Director.

10.9   This Agreement is subject to the law of England and Wales and the parties submit to the non-exclusive jurisdiction of the English courts. The English language version of this Agreement and the OUP Pretesting Research Partner Handbook is the original legally binding version; translations are for reference only.

 

 


RESEARCH PARTNER  

SCHEDULE I  

OXFORD ENGLISH TESTING RESOURCES 

TERMS AND CONDITIONS APPLYING TO INSTITUTIONS 

These terms and conditions govern the creation and management of OET institutional accounts; and the purchase and the use by an Institution and its Authorised Users of the Resources made available at www.oxfordenglishtesting.com. These terms override any other statements or terms and conditions whether verbal or in writing. 

DEFINITIONS AND INTERPRETATION

Authorised User means teachers engaged by your institution and students enrolled on a course at your institution

Chain Organisation means a chain of schools (not necessarily in common ownership) each of whom has consented to being within a specified Chain Organisation

OUP or We means Oxford University Press, a department of the University of Oxford

Personal Data means information about a person that can identify an individual, for instance name, email address, age

Resources means the tests and other interactive materials available on www.oxfordenglishtesting.com

Terms means these terms and conditions

You means, in the case of institutions setting up an account, the institution named as account holder; in the case of purchase of Resources, the institution named in the online order form.

In these Terms words in bold shall have the meanings ascribed to them above.

PURCHASING TESTS AND OTHER RESOURCES

If you are purchasing Resources from OUP:

• By accepting these Terms, you are offering to enter into an Agreement with OUP to purchase the Resources identified in the online order, at the price stated in the online order and on these Terms. By sending the order to OUP the person that performs the "send" operation personally represents to OUP that they have the authority to enter this Agreement on behalf of the Institution.

• Following our receipt of your on-line order we will inform you if we do not, for any reason, accept and process your order. We reserve the right to reject any order as we see fit.

• If we accept your order, then upon receipt of your payment we will confirm that acceptance to you by e-mail and, on our sending that confirmatory e mail to You a legal Agreement to purchase the Resources you have selected for the price in the online order will be created between you and OUP on these Terms.

You and your Authorised Users will have access to the Resources from the date OUP accepts your offer for so long as you have unused Resources on your account including any assigned to a member of your Chain Organisation (subject always to earlier termination).

• Fees and charges are non-refundable. In respect of the purchase of the Resources via online purchase, you will not have the right to cancel your order under the Consumer Contracts Regulations 2013 once the supply to You of the Resources has begun with your Agreement. You agree that the supply to You of the Resources may begin before the expiry of the cancellation period given by those Regulations. The supply to you of the Resources will begin when we make the Resources available to you for the first time.

• We shall charge VAT at the prevailing rate in the UK on all purchases from addresses in the European Union unless You are purchasing from an address in the European Union AND have completed the relevant field in the online order with a valid VAT registration number. For purchases from addresses outside of the European Union, VAT will not be charged.

REGISTRATION

By creating an account:


You are agreeing that we may process any Personal Data that You supply to us in accordance with to OUP's Privacy Policy. If You have ticked the Terms and Conditions box in Create Chain window when setting up your account, please note the specific terms that relate to Chain Organisations as set out in the Privacy Policy

OUP will process any Personal Data which may be obtained as part of your registration for your account and use of the Resources in accordance with OUP's Privacy Policy for the Oxford English Testing web site which is available at www.oxfordenglishtesting.com/showContent.aspx?menuId=5&id=116.

• Where You provide Personal Data to OUP in relation to your Authorised Users to enable OUP to perform this Agreement, You warrant that You have obtained all necessary consents in accordance with your local legislation from the individuals concerned to provide the Personal Data to OUP. You will inform us of any changes to such Personal Data during the term of this Agreement.

• The terms of OUP's Legal Notice at https://www.oxfordenglishtesting.com/showContent.aspx?menuId=5&id=118#legal form part of our Agreement.

You agree to keep confidential any passwords or access codes that are required to provide access to You or your Authorised Users and not to permit anyone who is not an Authorised User to access your account. You will tell us immediately You become aware of any unauthorised access or use of your account.

CHAIN ORGANISATIONS

If You have accepted a request or requested to join a chain organization, You hereby agree that members of that Chain Organisation that are higher up the Chain Organisation than You may access your account for the purposes of assigning resources (or recalling unassigned Resources) or viewing (and amending) account details or obtaining reports on the account.

USING THE TESTS AND OTHER RESOURCES

OUP grants to You and your Authorised Users the non-exclusive, non-transferable licence to use the Resources.

You may through an account administrator create accounts for Authorised Users within the Resources. If an Authorised User leaves your institution You will delete his/her User ID.

Authorised Users who are teachers may log in and access the Resources in order to assign tests to students and access the learning management system. Authorised Users who are students may log in and access the Resources in order to undertake the tests and to access the learning management system.

Authorised Users may not print off or copy the Resources unless it has been expressly permitted on the face of the document.

Recognising the damage to OUP's business which would flow from unauthorised use of the Resources, You will:

• use best endeavours to keep the Resources secure from unauthorised use;

• notify Authorised Users that that persons may only log in under their own user ID and password and that passwords and user ID information must not be disclosed to anyone that is not an Authorised User;

• notify OUP immediately of any infringement of this Agreement or abuse of user name or password or it becomes aware of any of the following: (a) any loss or theft of password(s); (b) any unauthorised use of any of user ID or password(s); or (c) any breach by an Authorised User of the terms of this Agreement.

You will obtain at your cost all telecommunications and other equipment and software (including an Internet browser and portable document file reader) together with all relevant software licenses necessary to access the Resources online.

THE RESOURCES AND CONTENT (INCLUDING DESIGNS) ON OXFORDENGLISHTESTING.COM IS PROTECTED BY © COPYRIGHT AND MUST NOT BE USED, DISPLAYED, MODIFIED, ADAPTED, DISTRIBUTED, TRANSMITTED, TRANSFERRED, PUBLISHED OR OTHERWISE REPRODUCED IN ANY FORM BY ANY MEANS OTHER THAN STRICTLY IN ACCORDANCE WITH THIS AGREEMENT. YOU MUST MAKE ALL AUTHORISED USERS AWARE OF THIS.

Without prejudice to any other right or remedy, OUP reserves the right to withdraw the Resources immediately if it becomes aware of any infringement of the copyright in the Resources by You or one of your Authorised Users.

WARRANTY

The Resources are provided "as is" and OUP expressly excludes to the maximum extent permitted by law, all other representations, warranties, conditions or other terms, express or implied, including the implied warranties of non-infringement, satisfactory quality, merchantability and fitness for a particular purpose; and that the operation of the Resources will be uninterrupted or free from errors. OUP has no obligation to mediate in the case of a dispute between Chain Organisation members,

LIMITATIONS OF LIABILITY

OUP's entire liability in contract, tort, negligence or otherwise for damages or other liability (including where access cannot be granted to the Resources) shall be the return of the price paid to OUP for the Resources.

OUP does not seek to limit or exclude liability for death or personal injury arising from OUP's negligence.

JURISDICTION

Save in relation to your obligations in relation to the supply by you of Personal Data, where the legislation of your jurisdiction shall take precedence, this Agreement shall be interpreted in accordance with English Law and the English Courts shall have exclusive jurisdiction.

TERMINATION

This Agreement may be terminated by OUP immediately upon the your breaching any of the terms of this Agreement. Upon termination of this Agreement, You and any Authorised Users shall cease using the Resources and destroy all copies thereof (including stored copies). In addition, where You are a member of a Chain Organisation, You shall recall such licences as You can from members of your Chain Organisation to which You have allocated them (if any).