1.1 In these conditions the following words have the following meanings:
Agreement means these terms and conditions
Candidate means any person being assessed using the Products covered in these conditions;
Client means any person or company who purchases Products from the Company;
Company means Test Partnership Ltd of 108 Waverley Road, St Albans, AL3 5TH, having company number 8020351;
In Writing means delivery by email to info[at]testpartnership.com or first class post;
Intellectual Property Rights means trade marks, database rights, copyrights, neighbouring rights or any rights of a similar nature, rights in designs, inventions (whether patentable or not), patents, know-how, trade secrets, design rights and/or get up, registrations or applications for any of the foregoing and the right to apply for them in any part of the world, moral rights and any similar rights in any country and all other rights of whatever nature, whether now known or in the future created, for the full duration of those rights, together with all rights of action in respect of any past, existing or future infringements of such rights;
Order means the Products selected by the Client for supply by the Company;
Platform means the Company's web-based assessment system hosted at https://www.tptests.com;
Products means any assessment tool or output thereof supplied by the Company to the Client;
Test Publisher means any third-party supplier of assessments or questionnaires;
Website means the domain https://www.testpartnership.com;
Working Hour means an hour between 9am and 5pm UK time during a day which is not a Saturday, Sunday, or a public holiday.
2.1 These terms and conditions shall apply to the provision of Products supplied by the Company to the Client.
2.2 In placing an Order for Products the Client accepts and acknowledges the terms and conditions contained herein and agrees to abide by them.
3.1 To use the Company's Products, Clients must purchase credits. Credits can be used any time within 48 months from the date of purchase. Unused credits expire 48 months after the date of purchase.
3.2 An Order is considered to have been placed either when the Client pays for credits or the client requests credits, whichever comes sooner.
3.3 The Company reserves the right to decline Orders at the Company’s discretion.
3.5 All prices include VAT at the rate of 20% unless otherwise stated.
4.1 Upon acceptance of an Order full payment is due from the Client to the Company within 14 whole days unless otherwise agreed with the Client In Writing.
4.2 The Company reserves the right to charge interest on any sum not paid by the Client to the Company in accordance with clause 4.1 above at a daily rate of 2% above the base rate of National Westminster Bank until payment is made.
4.3 The Company reserves the right to withhold delivery of Products until outstanding fees have been paid. The Company shall incur no liability whatsoever for the non-delivery of such withheld Products.
The Company shall treat all personal and business information supplied by the Client as confidential and in accordance with the Data Protection Act 1998.
6.0 Data Protection
6.1 The Company may as permitted under the Data Protection Act 1998 use the Client’s or Candidate’s personal information for the following purposes: billing, payment card verification, administrative purposes, and customer relations.
6.2 The Company reserves the right to record the Client’s and Candidate’s personal information both manually and on a computer database in compliance with the Data Protection Act 1998.
7.0 Returns and Cancellations
7.1 The Client is entitled to a refund by the Company of payments made in respect of any un-used assessments. Un-used assessments are those which have progressed no further than the candidate login screen.
7.2 Requests for refunds must be made In Writing by the Client to the Company within 30 days of the Order being placed by the Client.
7.3 Payments made by the Client to the Company for consulting services provided by the Company will be refunded only if no consulting activity has commenced.
8.0 Client's Obligations
8.1 The Client shall (and ensure that all of its employees and agents shall) use the Products in accordance with the Company's Ethical Guidelines available on the Website.
8.2 The Client shall (and ensure that all of its employees and agents shall):
a) not copy, reproduce, modify or adapt, translate, disassemble, reverse engineer, create derivative works from, republish, display, transmit, or distribute all or any portion of the Products in any form or media or by any means, except as permitted in accordance with the Agreement; and
b) use the Products in compliance with all relevant laws applicable in the jurisdiction in which the assessment is being administered.
9.0 Service Level Agreement
9.1 The Company shall use all reasonable endeavours to ensure that the Platform is available to the Client throughout the duration of this Agreement.
9.2 Provided that the Company notifies the Client via email or by notice on the Website and provided that the duration of scheduled maintenance downtime does not exceed four hours in any calendar month, the Company may schedule maintenance downtime as required between the hours of 8am and 8pm UK time on Saturdays and Sundays.
9.3 Platform uptime excluding scheduled maintenance downtime notified to the Client by the Company in accordance with clause 9.2, shall be:
a) not less than 99.8% availability in any calendar month pinged from UK networks; and
b) provided the Client notifies the Company of the Platform downtime, for each whole hour of downtime above the permissible downtime in any calendar month, the Company will pay the Client 5% of the fees payable by the Client to the Company during the relevant month up to a maximum of 50% of the total fees payable in that month.
9.4 Candidate assessment data will be stored by the Company and made available to the Client for a period of 24 months from the date the Candidate completes the assessment unless otherwise requested by the Client.
9.5 The Company’s support phone number will be manned during Working Hours.
9.6 Any query received via email to email@example.com will be responded to within two Working Hours of receipt of the email and such a response may include an acknowledgement of the support request, but will not necessarily include a resolution. For the avoidance of doubt, the Company does not guarantee to be able to resolve the problem. Failure to respond within two Working Hours will entitle the Client to a payment by the Company of fifty pounds (£50) for every hour the queries are left unanswered up to a maximum of five hundred pounds (£500.00).
9.7 The Company shall not be liable for any defect or failure in the performance of the Platform for reasons beyond the Company's control including but not limited to power failures, issues related to Client systems, failure of a utility service or transport network, internet service provider or data distribution network, or any event of Force Majeure.
9.8 The Platform has been tested in different web browsers including:
Microsoft Internet Explorer versions 9.0 to 11.0 inclusive
Mozilla Firefox versions 14.0 to 29.0 inclusive
Safari versions 6.0 to 10.0 inclusive
Google Chrome versions 14.0 to 35.0 inclusive
9.9 The Platform has been tested with an internet connection data download speed of 5.2 Mbits per second.
10.1 Nothing in these conditions shall exclude or limit the liability of the Company for death or personal injury caused by the Company’s negligence or fraudulent misrepresentation.
10.2 All liability of the Company for non-delivery of the Products shall be limited to providing the Client with replacement Products or issuing a credit note to the value of the non-delivered Products.
10.3 Where the Company recommends and/or supplies the Client with content controlled by Test Publishers the Company shall have no liability for any deficiencies in any goods or services supplied or work done or damage caused by any Test Publisher or by the content controlled by any Test Publisher, unless those deficiencies or that damage are directly caused by the Company’s negligence.
10.4 The Company excludes all liability for employee selection decisions made by the Client or users of the Product.
10.5 The Company’s total liability in contract, tort, misrepresentation, restitution arising in connection with the performance of the Products shall be limited to an amount equal to fees paid by the Client to the Company for the Products during the immediately prior 12 months.
10.6 The Company shall not be liable for any indirect loss including but not limited to pure economic loss, loss of profit, depletion of goodwill or otherwise which arise out of or in connection with the provision of this Agreement.
10.7 The Company gives no warranties and shall not be liable to either the Client or any third parties as to the appropriateness of the Products.
10.8 The Client shall defend, indemnify and hold harmless the Company from and against any and all claims, judgements, costs, losses, awards, expenses (including reasonable legal fees) and liability of any kind resulting from the Client's use of any Products or services provided by the Company.
10.9 Subject to clause 10.1 the Supplier will not be liable for any indirect or consequential loss, loss of business, profit, revenue, data or goodwill, or for lost or wasted time, or any losses arising as a result of any third party bringing a claim in respect of any nature whatsoever arising from the Reseller’s use of the Products (whether direct or indirect).
10.10 This condition 10 shall survive termination of the Agreement.
11.0 Intellectual Property
11.1 The Company shall own all Intellectual Property Rights in the Products.
11.2 The copyright in the content of any products, services, or marketing material produced by Test Publishers is the absolute property of the respective Test Publisher.
12.0 Force Majeure
The Company does not accept liability for any loss, damage, costs or expenses where the performance or prompt performance of their obligations is prevented or affected by reason of Force Majeure. Force Majeure means any event which the Company could not, even with all reasonable care, foresee or avoid such as war or threat of war, riots, civil strife, terrorist activity, industrial action, natural or nuclear disaster, fire, adverse weather conditions, closure of airports or ports, technical problems with transport, governmental action and all other similar events.
This Agreement is governed by English law and the parties submit to the exclusive jurisdiction of the English courts.
Last updated 6 November 2017.