Terms and Conditions for Institutions

Updated on: 27 September 2021 
Effective on: 27 September 2021

These terms and conditions together with any other terms and conditions referred to in these terms and conditions (collectively “the Terms”) govern the creation and management of Oxford English Testing institutional accounts and the purchase and the use by an Institution and its Authorised Users of the Products made available at www.oxfordenglishtesting.com . These terms override any other statements or terms and conditions whether verbal or in writing.

We reserve the right to amend these Terms from time to time. We will exercise this right in accordance with clause 13. Please check these Terms each time You wish to order Products to ensure that You understand the terms and conditions that will apply at that time.

1. DEFINITIONS AND INTERPRETATION

2. HOW TO ORDER

2.1. You can order our Products from us in a variety of ways:

2.1.1. through this website;

2.1.2. by contacting OUP by telephone or email.

2.2. Please take the time to read and check your order at each page of the order process.

2.3. You can also order our Products from third party resellers (“Distributors”) but if You do so Your purchase will be subject to their terms and conditions.

2.4. If You are an individual consumer, then these are not the right Terms for You – please see our Terms and Conditions for Individuals at: https://www.oxfordenglishtesting.com/showContent.aspx?id=144

3. HOW THE CONTRACT IS FORMED

3.1. These Terms constitute the entire agreement between OUP and You. You acknowledge that You have not relied on any statement, promise or representation made or given by or on behalf of OUP which is not set out in these Terms.

3.2. Purchasing Products online

3.2.1. By accepting these Terms, you are offering to enter into an agreement with OUP to purchase the Products 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 the Contract on behalf of the Institution.

3.2.2. 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.

3.2.3. 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 (“Contract”) to purchase the Products you have selected for the price in the online order will be created between you and OUP on these Terms.

3.3. Purchasing Products by telephone

3.3.1. If You order Products by telephone, the Contract between You and OUP is formed when we accept your order over the telephone.

3.4. Purchasing Products by email

3.4.1. If You order by email, a Contract will come into force when You access the Products.

3.5. If we are unable to supply You with a Product (for example because that Product is not accessible or is no longer available), we will notify You of this in writing and we will not process your order. If You have already paid for the Product, we will refund You the full amount as soon as possible.

3.6. Registration. By creating an account:

3.6.1. 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 permissions to provide the Personal Data to OUP. You will inform us of any changes to such Personal Data during the term of this Agreement.

3.6.2. We reserve the right to delete Authorised Users’ Personal Data (including their scores in the tests) at any time after the later of (a) the date on which we inform you of their test results and (b) the end of the official appeal period (if any).3.7. 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 Products (or recalling unassigned Products) or viewing (and amending) account details or obtaining reports on the account.

4. ACCESS PERIOD

4.1. You shall have 24 months to use the Placement Tests You have purchased from us from the first date they are made available to You for use by your Authorised Users (“the Access Period”). We shall be entitled to stop Your access to such Placement Tests at the end of the Access Period. If we do so and your Authorised Users have not used the Placement Tests they will not be able to take those Placement Tests and You will not have the right to a refund.

4.2. If you are a Chain Organisation the Access Period shall commence on the date the Products are made available to the head organisation of the Chain Organisation for use by Authorised Users.

5. PRICE OF PRODUCTS

5.1. The price of the Products will be as set out on the Oxford English Testing Site from time to time. We use reasonable endeavours to ensure that the price of Products are correct at the time when the relevant information was entered onto the system. However if we discover an error in the price of Product(s) You ordered, please refer to clause 5.4.

5.2. The price of a Product on the catalogue page excludes VAT/sales tax (as applicable). The exact price of the Product inclusive of VAT/sales tax (as applicable) at the applicable current rate chargeable to You will be calculated at the “check out”. If You think You are being charged VAT/ sales tax incorrectly, please email customerservice.eltonline@oup.com .

5.3. Australian customers who are GST registered will not be charged GST on purchases if a valid Australia Business Number (ABN) is given. In providing an ABN, you will be confirming that you are also registered for GST and so will handle the GST under the reverse charge mechanism. If you are not GST registered, you should not provide the ABN and GST will be charged appropriately.

5.4. It is always possible that, despite our efforts, some of the Products may be incorrectly priced. If we discover an error in the price of the Products we will process Your order and invoice You at the correct price. You will be entitled to a full refund if You decide You wish to return the Products.

6. HOW TO PAY

6.1. You can pay for Products using a number of different means as detailed on the Oxford English Testing Site. For further details, please email customerservice.eltonline@oup.com.

7. USE OF THE PRODUCTS

7.1. In consideration of the payment by You in full for the tests identified in the online order, OUP grants to You the non-exclusive, non-transferable licence to use the Products as set out below.

7.2. You may not print off or copy the Products unless it has been expressly permitted by OUP.

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

7.3.1. use best endeavours to keep the Products secure from unauthorised use;

7.3.2. log in only under your own user ID and password and not disclose your password to anyone;

7.3.3. notify OUP immediately of any infringement of these Terms or abuse of user name or password or if You become 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 of the terms of these Terms.

7.4. 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 Products online.

7.5. The Products (including designs) on oxfordenglishtesting.com are 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 these Terms.

7.6. You will procure that the Authorised Users comply with this clause 7.

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

8. TERMINATION

8.1. You may terminate your Contract with us for the Products at any time on written notice but if you do so. You shall not have the right to a refund of any kind for Products You have purchased but not used at the date of termination.

8.2. A Contract may be terminated by OUP immediately upon You breaching any of these Terms.

8.3. Upon termination of a Contract, You and any Authorised Users shall cease using the Products and destroy all copies thereof (including stored copies). In addition, where You are a member of a Chain Organisation, You shall recall such unused tests as You can from members of your Chain Organisation to which You have allocated them (if any).

9. WARRANTY

9.1. The Products 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: 

9.1.1. of non-infringement, satisfactory quality, merchantability and fitness for a particular purpose; and

9.1.2. that the operation of the Products will be uninterrupted or free from errors.

10. OUP’s LIABILITY

10.1. Nothing in these Terms or the Contract limits or excludes our liability for death or personal injury caused by our negligence, fraud or fraudulent misrepresentation or breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession).

10.2. Subject to clause 10.1, we will under no circumstances whatsoever be liable to You, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with these Terms and/or the Contract for:

10.2.1. any loss of profits, sales, business or revenue (whether direct or indirect);

10.2.2. loss or corruption of data, information or software (whether direct or indirect);

10.2.3. loss arising from viruses, Trojans or other harmful elements being introduced into your computer or network (whether direct or indirect);

10.2.4. loss of business opportunity or business time (whether direct or indirect);

10.2.5. loss of anticipated savings (whether direct or indirect);

10.2.6. loss of goodwill (whether direct or indirect); or

10.2.7. any indirect, special or consequential loss.

10.3. Subject to clause 10.1 and without prejudice to clause 10.2 our total liability to You in respect of all other losses arising under or in connection with these Terms and/or the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the price of the Products ordered by You.

10.4. Except as expressly stated in these Terms, we do not give any representation, warranties or undertakings in relation to the Products. Any representation, condition or warranty which might be implied or incorporated into these Terms by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, we will not be responsible for ensuring that the Products are suitable for your purposes.

11. EVENT OUTSIDE OUR CONTROL

11.1. We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under a Contract that is caused by an Event Outside Our Control (defined in clause 11.2).

11.2. An "Event Outside Our Control" means any act or event beyond our reasonable control, including without limitation strikes, non-performance of suppliers or subcontractors, lock-outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, or failure of public or private telecommunications networks or impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport.

11.3. If an Event Outside Our Control takes place that affects the performance of our obligations under a Contract, we will contact You as soon as reasonably possible to notify You; and our obligations under a Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. Where the Event Outside Our Control affects our delivery of Products to You, we will arrange a new delivery date with You after the Event Outside Our Control is over.

12. COMMUNICATION BETWEEN US

12.1. For the purposes of these Terms, "in writing" includes email.

12.2. Any notice given by You to OUP under or in connection with these Terms or a Contract shall be in writing and shall be delivered to OUP personally, sent by commercial courier, or sent by email ( eltsupport@oup.com).

12.3. Any notice given by OUP to You under or in connection with these Terms or a Contract shall be in writing and shall be delivered to OUP personally, sent by commercial courier, sent by email or posted on our Oxford English Testing Site.

13. OUR RIGHT TO VARY THESE TERMS

13.1. We may revise these Terms from time to time at our discretion.

13.2. Every time You order Products from us, the Terms in force at that time will apply to the Contract between OUP and You.

13.3. Whenever we revise these Terms in accordance with this clause 13, we will keep You informed and give You notice of this by stating that these Terms have been amended and inserting the relevant date of such amendment at the top of this page.

14. OTHER IMPORTANT TERMS

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

14.2. The terms of OUP's Privacy Policy at https://global.oup.com/privacy?cc=gb form part of the Agreement

14.3. We may transfer our rights and obligations under a Contract to another organisation, but this will not affect your rights or our obligations under these Terms.

14.4. You may only transfer your rights or your obligations under these Terms to another person if we agree in writing.

14.5. These Terms are between OUP and You. No other person shall have any rights to enforce any of its terms, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.

14.6. Each of the clauses of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining clauses will remain in full force and effect.

14.7. If we fail to insist that You perform any of your obligations under these Terms, or if we do not enforce our rights against You, or if we delay in doing so, that will not mean that we have waived our rights against You and will not mean that You do not have to comply with those obligations. If we do waive a default by You, we will only do so in writing, and that will not mean that we will automatically waive any later default by You.

14.8. These Terms are governed by English law. This means a Contract for the purchase of Products through our Oxford English Testing Site and any dispute or claim arising out of or in connection with it will be governed by English law. You and OUP agree that the courts of England and Wales will have non-exclusive jurisdiction.