Master Services Agreement

The agreement between us is made up of several documents. Where they conflict:

• A signed Order Form or negotiated amendment — highest.
• This Master Services Agreement.
• The Data Processing Agreement — which prevails over everything on data protection matters specifically.
• The Service Level Agreement.
• The Terms of Service and Acceptable Use Policy — lowest.

Order Form

The document recording what you have bought: seats, papers, plan, fees, term and any special terms.

Seat

One candidate enrolment against a licensed paper. Consumed on enrolment, not on sitting.

Licensed Paper

An exam you are permitted to deliver, whether authored by you or licensed to you by an awarding body through the platform.

Your Content

Question banks, items, exams, candidate submissions and results belonging to you.

We grant you a non-exclusive, non-transferable right to access and use the platform during the term, for your own assessment purposes, up to the seats and papers on the Order Form.

Where the Order Form includes managed onboarding, we will additionally:

• Register your approved training providers or partners as separate organisations.
• Appoint their administrators and run a walkthrough session with each.
• Configure seat allowances and paper licences per provider as you direct.
• Import or assist in authoring your initial question bank.

You may not sublicense, resell or make the platform available to a third party except as the Order Form permits.

• Fees are as stated on the Order Form and are exclusive of VAT and other applicable taxes.
• Invoices are payable within 30 days of the invoice date.
• Late sums may carry interest at 4% above the Bank of England base rate, or the statutory rate for late commercial payment.
• Additional seats bought mid-term are charged pro rata for the remainder of the period.
• We may increase fees at renewal on 60 days written notice before the renewal date.

We may suspend access for overdue sums after written notice, but will not suspend during a sitting already in progress.

• The initial term is as stated on the Order Form, renewing automatically for successive periods of the same length unless either party gives 30 days written notice before the renewal date.
• Either party may terminate for material breach not remedied within 30 days of written notice.
• Either party may terminate immediately on the other’s insolvency.
• You may terminate for persistent SLA failure as set out in the Service Level Agreement.
• We may suspend or terminate immediately for a serious breach of the Acceptable Use Policy, or where continued access presents a security risk to others.

What survives. On termination your right to use the platform ends. You may export Your Content for 30 days, after which it is deleted under the DPA. Certificates already issued remain valid and verifiable — a candidate does not lose a qualification because their organisation changed supplier.

Your Content remains yours. You grant us a licence to host, process and display it only so far as needed to provide the service.

The platform, and everything we develop, remains ours. Feedback you give us may be used freely and without obligation, but we will never incorporate Your Content into the platform or into another customer’s bank.

Where an awarding body licenses a paper to you through the platform, the items remain the awarding body’s property. You may deliver them; you may not extract, copy or reuse them.

Each party will keep the other’s confidential information confidential, use it only for the agreement, and protect it with at least reasonable care. This does not apply to information that is public through no breach, was already known, is independently developed, or must be disclosed by law — in which case the disclosing party will give notice where it lawfully can. These obligations continue for 5 years after termination.

We warrant that we will provide the service with reasonable skill and care, that we have the right to grant the rights we grant, and that the platform does not to our knowledge infringe a third party’s intellectual property.

You warrant that you hold the rights to Your Content, and that you have a lawful basis for the personal data you put on the platform.

We will indemnify you against third-party claims that the platform infringes their intellectual property. You will indemnify us against third-party claims arising from Your Content or from your breach of the Acceptable Use Policy. Each indemnity is conditional on prompt notice, control of the defence, and reasonable co-operation.

Neither party limits liability for death or personal injury caused by negligence, for fraud, or for anything that cannot lawfully be limited. Nothing limits your obligation to pay fees due.

Subject to that:

• Neither party is liable for loss of profit, revenue, goodwill, anticipated savings, or indirect or consequential loss.
• Each party’s total liability in any twelve-month period is capped at the fees paid in the preceding 12 months.
• The cap for a data protection breach may be set separately — agreed separately in the Order Form — because a candidate data breach is the risk a buyer is actually pricing.
• We are not liable for decisions you take about a candidate on the basis of platform evidence, including invalidating an attempt or upholding a misconduct finding.

• Neither party may assign without the other’s consent, except to a group company or on a sale of the business.
• Neither party is liable for delay caused by events beyond its reasonable control.
• Neither party may use the other’s name or logo publicly without written consent.
• No third party may enforce this agreement.
• Variations must be in writing and signed by both parties.
• If a clause is unenforceable, the rest stands.

Disputes: the parties will attempt to resolve any dispute by escalation to senior management before starting proceedings. This agreement is governed by the laws of England and Wales, and the courts of England and Wales have exclusive jurisdiction.