Terms and Conditions

Last updated: 5 April 2024: clause 4 was updated to clarify deductions from refunds where the Services have been partly delivered.

1. About us

1.1 Company details.
Test Partnership (company number 08020351) (we and us) is a company registered in England and Wales and our registered office is at Censeo House, 6 St Peters Street, St Albans, AL1 3LF, United Kingdom. Our VAT number is 223214555.

2. Our agreement with you

2.1 Our Agreement
These terms and conditions (Terms) apply to the order by you and supply of Services by us to you (Contract). Unless agreed in writing between us and you, they apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

2.2 Change
This version was last updated on 5 April 2024. Historic versions can be obtained by contacting us. We may make commercially reasonable changes to this Contract from time to time. If we make material changes to it, we will give you reasonable notice of the changes by emailing you and these shall be deemed to have been accepted by you and will be effective 30 calendar days from the date of notice for all subsequent orders unless you raise an objection within the 30 calendar days or we agree otherwise in writing.

2.3 Entire agreement
The Contract is the entire agreement between you and us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.

2.4 Language
These Terms and the Contract are made only in the English language.

3. Placing an order and its acceptance

3.1 Placing your order
You may submit an order by using the method set out on www.tptests.com and www.testpartnership.com (together Our Websites) or by emailing us at info@testpartnership.com. Each order is an offer by you to buy the services specified in the order (Services) subject to these Terms.

3.2 Correcting input errors
Our order process allows you to check and amend any errors before submitting your order to us. Please check the order carefully before confirming it. You are responsible for ensuring that your order is complete and accurate.

3.3 Accepting your order
Our acceptance of your order takes place when we send you an electronic receipt or (if earlier) we deliver the Services to you (Order Confirmation), at which point and on which date (Commencement Date) the Contract between you and us will come into existence. The Contract will relate only to those Services confirmed in the Order Confirmation.

4. Cancelling your order and obtaining a refund

4.1 You may cancel the order and receive a refund as set out in Clause 4.3 if you notify us as set out in Clause 4.2 within 90 days of your receipt of the Order Confirmation.

4.2 To cancel the order, you must contact us by email at info@testpartnership.com setting out your request for cancellation.

4.3 If you cancel the order we will refund you in full for the price you paid for the Services minus an amount for the supply of the Services already delivered, where the Services already delivered shall be calculated as: where you pay per candidate, the cost you paid per candidate multiplied by the number of candidates who have started at least one assessment; and where you have an unlimited use license, £30 multiplied by the number of candidates who have started at least one assessment. In any event, the most we will refund for cancelled orders is the amount you paid for the Services.

5. Our services

5.1 Compliance with specification
Subject to our right to amend the specification (see Clause 5.2), we will supply the Services to you in accordance with the specification for the Services appearing on Our Websites at the date of your order in all material respects.

5.2 Changes to specification
We reserve the right to amend the specification of the Services if required by any applicable statutory or regulatory requirement or if the amendment will not materially affect the nature or quality of the Services.

5.3 Reasonable care and skill
We warrant to you that the Services will be provided using reasonable care and skill.

5.4 Candidate credits
Your use of the Services is based on candidate credits. A candidate credit will be used when one of your candidates starts any of the assessments you have assigned to them. For the avoidance of doubt, a candidate assigned to one assessment will cost one candidate credit, as will a candidate assigned to multiple assessments. Unused candidate credits expire 12 months after the date of purchase.

6. Your Obligations

6.1 It is your responsibility to ensure that:

(a) the terms of your order are complete and accurate;
(b) you provide us with such information and materials we may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
(c) you comply with all applicable laws, including the Equality Act 2010, the Data Protection Act 2018, and General Data Protection Regulation ((EU) 2016/679)
(d) you do 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 Services in any form or media or by any means, except as permitted in accordance with the Contract;
(e) you do not make recruitment or employment decisions based solely on your use of the Services (you shall be responsible for employment decisions and we expect you to combine multiple assessments, interviews, and other screening criteria to form fair employment decisions);
(f) you do not interfere with the security of, or disrupt or otherwise cause harm to the Services, or its system resources;
(g) in any event, unless with prior written agreement, you will not use the Services to assess more than 10,000 (ten thousand) candidates per calendar year; and
(h) unless with prior written agreement, the Services are used solely for your internal business operations and are not sub-licenced, resold, transferred, or otherwise used to provide services to any third parties.

6.2 If our ability to perform the Services is prevented or delayed by any failure by you to fulfil any obligation listed in Clause 6.1 (Your Default):

(a) we will be entitled to suspend performance of the Services until you remedy Your Default, and to rely on Your Default to relieve us from the performance of the Services, in each case to the extent Your Default prevents or delays performance of the Services. In certain circumstances Your Default may entitle us to terminate the Contract under Clause 13 (Termination);
(b) we will not be responsible for any costs or losses you sustain or incur arising directly or indirectly from our failure or delay to perform the Services; and
(c) it will be your responsibility to reimburse us on written demand for any costs or losses we sustain or incur arising directly or indirectly from Your Default.

7. Charges

7.1 In consideration of us providing the Services you must pay our charges (Charges) in accordance with this Clause 7.

7.2 The Charges are the prices quoted in Schedule A.

7.3 Our Charges may change from time to time, but changes will not affect any order you have already placed.

7.4 Our Charges are, unless otherwise stated, exclusive of VAT. Where VAT is payable in respect of some or all of the Services you must pay us such additional amounts in respect of VAT, at the applicable rate, at the same time as you pay the Charges.

7.5 Where our Charges are listed as per year, per month or recurring, you consent to these future payments. You may cancel any future charges provided you submit a request to cancel them before they occur.

8. How to Pay

8.1 We will send you an electronic invoice within seven days of us sending you the Order Confirmation. Unless otherwise stated on the invoice you shall pay all undisputed amounts on the invoice within 30 days. You can pay for the Services using a debit card or credit card, or bank transfer.

8.2 We will send you an electronic receipt of payment within seven days of us receiving the cleared funds.

8.3 If you fail to make a payment under the Contract by the due date, then, without limiting our remedies under Clause 13 (Termination), you will have to pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this Clause 8.3 will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.

9. Intellectual property rights

9.1 All intellectual property rights in or arising out of or in connection with the Services (other than intellectual property rights in any materials provided by you) will be owned by us.

10. Data Protection

10.1 For the purposes of this Clause 10 and Schedule B, the following definitions shall apply:

Applicable Laws means:

(a) To the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom.
(b) To the extent EU GDPR applies, the law of the European Union or any member state of the European Union to which the Supplier is subject.

Applicable Data Protection Laws means:

(a) To the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data;
(b) To the extent the EU GDPR applies, the law of the European Union or any member state of the European Union to which the Supplier is subject, which relates to the protection of personal data.

Customer Personal Data means any personal data which we (the Supplier) processes in connection with this agreement, in the capacity of a processor on behalf of you (the Customer).

EU GDPR means the General Data Protection Regulation ((EU) 2016/679).

Purpose is the purposes for which the Customer Personal Data is processed, as set out in Clause 10.7(a).

UK GDPR has the meaning given to it in the Data Protection Act 2018.

10.2 For the purposes of this Clause 10 and Schedule B, the terms controller, processor, data subject, personal data, personal data breach and processing shall have the meaning given to them in the UK GDPR.

10.3 Both parties will comply with all applicable requirements of Applicable Data Protection Laws. This Clause 10 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under Applicable Data Protection Laws.

10.4 The parties have determined that, for the purposes of Applicable Data Protection Laws, the Supplier shall process the personal data set out in Schedule B, as a processor on behalf of the Customer, who shall be a sole, independent controller, in respect of the processing activities set out in Schedule B.

10.5 Without prejudice to the generality of Clause 10.3, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Customer Personal Data to the Supplier or lawful collection of the same by the Supplier for the duration and purposes of this agreement.

10.6 In relation to the Customer Personal Data, Schedule B sets out the scope, nature and purpose of processing by the Supplier, the duration of the processing and the types of personal data and categories of data subject.

10.7 Without prejudice to the generality of Clause 10.3, the Supplier shall, in relation to Customer Personal Data:

(a) process that Customer Personal Data only on the documented instructions of the Customer, which shall be to process the Customer Personal Data for the purposes set out in Schedule B, unless the Supplier is required by Applicable Laws to otherwise process that Customer Personal Data. Where the Supplier is relying on Applicable Laws as the basis for processing Customer Processor Data, the Supplier shall notify the Customer of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit the Provider from so notifying the Customer on important grounds of public interest. The Supplier shall inform the Customer if, in the opinion of the Supplier, the instructions of the Customer infringe Applicable Data Protection Laws;

(b) implement the technical and organisational measures set out in Schedule C to protect against unauthorised or unlawful processing of Customer Personal Data and against accidental loss or destruction of, or damage to, Customer Personal Data, which the Customer has reviewed and confirms are appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures;

(c) ensure that any personnel engaged and authorised by the Supplier to process Customer Personal Data have committed themselves to confidentiality or are under an appropriate statutory or common law obligation of confidentiality;

(d) assist the Customer insofar as this is possible (taking into account the nature of the processing and the information available to the Supplier), and at the Customer's cost and written request, in responding to any request from a data subject and in ensuring the Customer's compliance with its obligations under Applicable Data Protection Laws with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

(e) notify the Customer without undue delay on becoming aware of a personal data breach involving the Customer Personal Data;

(f) at the written direction of the Customer, delete or return Customer Personal Data and copies thereof to the Customer on termination of the agreement unless the Supplier is required by Applicable Law to continue to process that Customer Personal Data. For the purposes of this Clause 10.7 (f) Customer Personal Data shall be considered deleted where it is put beyond further use by the Supplier;

(g) maintain records to demonstrate its compliance with this Clause 10.

10.8 The Customer hereby provides its prior, general authorization for the Supplier to:

(a) appoint processors to process the Customer Personal Data, provided that the Supplier:

   (i) shall ensure that the terms on which it appoints such processors comply with Applicable Data Protection Laws, and are consistent with the obligations imposed on the Supplier in this Clause 10;
   (ii) shall remain responsible for the acts and omission of any such processor as if they were the acts and omissions of the Supplier;
   (iii) shall inform the Customer of any intended changes concerning the addition or replacement of the processors, thereby giving the Customer the opportunity to object to such changes provided that if the Customer objects to the changes and cannot demonstrate, to the Supplier's reasonable satisfaction, that the objection is due to an actual or likely breach of Applicable Data Protection Law, the Customer shall be entitled to terminate the Services.

(b) transfer Customer Personal Data outside of the UK as required for the Purpose, provided that the Supplier shall ensure that all such transfers are effected in accordance with Applicable Data Protection Laws. For these purposes, the Customer shall promptly comply with any reasonable request of the Supplier, including any request to enter into standard data protection clauses adopted by the EU Commission from time to time (where the EU GDPR applies to the transfer) or adopted by the Commissioner from time to time (where the UK GDPR applies to the transfer).

10.9 Either party may, at any time on not less than 30 days' notice, revise Clause 10 by replacing it (in whole or part) with any applicable standard clauses approved by the EU Commission or the UK Information Commissioner's Office or forming part of an applicable certification scheme or code of conduct (Amended Terms). Such Amended Terms shall apply when replaced by attachment to this agreement, but only in respect of such matters which are within the scope of the Amended Terms.

11. Limitation of Liability

11.1 Nothing in the Contract limits or excludes our liability for:

(a) death or personal injury caused by our negligence, or the negligence of our employees, agents, or subcontractors; or
(b) fraud or fraudulent misrepresentation.

11.2 Subject to Clause 11.1, we will not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:

(a) loss of profits;
(b) loss of sales or business;
(c) loss of agreements or contracts;
(d) loss of use or corruption of software, data, or information;
(e) loss of or damage to goodwill; and
(f) any indirect or consequential loss.

11.3 We are not responsible for any recruitment or employment decision made by you or for any other decision made by you connected with your use of the Services. We will not be liable for any claims made against you or against us relating to recruitment or selection decisions made by you resulting from the use of the Services. We exclude all liability for any disparate impact or disparate treatment and sexual or racial discrimination by you in connection with the use of the Services.

11.4 Subject to Clause 11.1, our total liability to you arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will be limited to 100% of the total Charges paid under the Contract during the 12 months immediately preceding the date on which the claim arose.

11.5 Except as expressly stated in these Terms, we do not give any representations, warranties, or undertakings in relation to the Services. Any representation, condition, or warranty which might be implied or incorporated into these Terms by statute, by common law, or otherwise are, to the fullest extent permitted by law, excluded from the Contract.

11.6 This Clause 11 will survive termination of the Contract.

12. Confidentiality

12.1 Each of us may use the other’s confidential information only for the purpose of fulfilling our respective obligations under the Contract.

12.2 Each party agrees that it shall keep any non-public information that it receives from the other party strictly confidential and shall not disclose it to a third party unless (a) it is required to by a legal or regulatory authority or (b) has the prior written consent of the disclosing party.

13. Termination

13.1 Without limiting any of our other rights, we may suspend the performance of the Services, or terminate the Contract with immediate effect by giving written notice to you if:

(a) you commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within 5 days of you being notified in writing to do so;
(b) you fail to pay any amount due under the Contract on the due date for payment;
(c) you take any step or action in connection with you entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of your assets or ceasing to carry on business; or
(d) your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy.

13.2 Either party may terminate the Contract by giving not less than 30 days prior written notice to the other.

13.3 Termination of the Contract will not affect your or our rights and remedies that have accrued as at termination.

13.4 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.

13.5 Effect of Termination. Upon termination of the Contract for any reason:

(a) Any rights or licences granted under or pursuant to the Contract shall cease to have effect;
(b) Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect; and
(c) All sums owing pursuant to the Contract shall become due.

14. Events Outside Our Control

14.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control (Event Outside Our Control).

14.2 If an Event Outside Our Control takes place that affects our ability to perform our obligations under the Contract:

(a) we will contact you as soon as reasonably possible to notify you; and
(b) the time for performance of our obligations will be extended for the duration that the Event Outside Our Control affects our ability to perform our obligations under the Contract. We will arrange a new date for performance of the Services with you after the Event Outside Our Control is over.

14.3 You may cancel the Contract affected by an Event Outside Our Control. To cancel please contact us. If you opt to cancel we will refund the price you have paid, less the charges reasonably and actually incurred by us in performing the Services up to the date of the occurrence of the Event Outside Our Control.

15. Communications Between Us

15.1 When we refer to “in writing” in these Terms, this includes email.

15.2 Any notice or other communication given by one of us to the other under or in connection with the Contract must be in writing and be delivered by email.

15.3 A notice or other communication sent by email is deemed to have been received at 9.00 am the next working day after transmission, provided no undeliverable or similar notice has been received by the sender.

15.4 In proving the service of any notice, it will be sufficient to prove, in the case of an email, that such email was sent to the specified email address of the addressee, provided no undeliverable or similar notice has been received by the sender.

15.5 The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action.

16. General

16.1 Waiver
If we do not insist that you perform any of your obligations under the Contract, 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 or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.

16.2 Severance
Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.

16.3 Third party rights
The Contract is between you and us. Save for data subjects who shall be entitled to enforce the data protection provisions, no other person has any rights to enforce any of its terms.

16.4 Governing law and jurisdiction
The Contract is governed by English law and we each irrevocably agree to submit all disputes arising out of or in connection with the Contract to the exclusive jurisdiction of the English courts.