PROVISIONAL TEMPLATE — drafted for review by qualified counsel before reliance. Not legal advice.
These Terms of Service (the "Terms") govern the supply of the OET-style examination preparation platform (the "Platform") by its operator (the "Operator", "we", "us") to a customer institution (the "Academy", "you"). They form a business-to-business agreement. By ordering, accessing or using the Platform, the Academy agrees to these Terms.
1. Parties and definitions
- Operator — the company that provides and operates the Platform, established
in the Republic of Ireland.
- Academy — the language academy, college or institution that licenses the
Platform and resells access to its own students.
- Authorised Users — the Academy's administrators, teachers and students
permitted to use the Platform under the Academy's account.
- Content — examination items, audio, rubrics, and other materials, whether
supplied by the Operator or uploaded by the Academy.
2. The white-label / reseller relationship
The Platform is provided on a white-label basis. The Operator supplies the Platform as a technology service; the Academy contracts with, and resells access to, its own students under the Academy's brand. The Academy is responsible for its relationship with its students, including pricing, support of first instance, and compliance with consumer-protection law in the territories where it operates. Nothing in these Terms creates a partnership, joint venture or agency between the parties.
3. Accounts and security
The Academy is responsible for the accuracy of its account information and for all activity under its account. Privileged roles (administrator, teacher) must use multi-factor authentication (MFA) where offered. The Academy must keep credentials confidential and notify the Operator promptly of any suspected unauthorised access.
4. Acceptable use
The Academy and its Authorised Users must not: (a) attempt to circumvent examination lockdown, proctoring or anti-copy controls other than as intended; (b) reverse engineer, scrape or resell the Platform except as expressly permitted; (c) upload unlawful, infringing or malicious content; (d) submit real patient data or third-party sensitive personal data into responses; or (e) use the Platform to build a competing product.
5. Intellectual property
- The Operator owns the Platform, its software, design, default content,
rubrics and trademarks. The Academy receives a non-exclusive, non-transferable right to use the Platform for the licence term.
- The Academy owns or licenses the content it uploads and grants the Operator
a limited licence to host and process that content to provide the service.
- Provenance honesty. AI-assisted feedback and generated content are marked
`verified:false` until a qualified teacher signs them off. The Academy is responsible for teacher review before relying on graded outputs.
6. Fees, billing and taxes
- Fees are set out in the applicable order or plan. The model is wholesale
(Operator to Academy); the Academy sets its own retail prices to students.
- Unless otherwise agreed, usage is metered and billed weekly in arrears via
the Operator's payment processor.
- Fees are exclusive of VAT and other taxes, which the Academy pays where
applicable. Cross-border supplies are handled in accordance with applicable VAT rules (including reverse-charge where relevant).
- An installation/onboarding fee may apply as stated in the order.
7. Content disclaimer and no affiliation
The Platform provides OET-style preparation materials only. It is not affiliated with, authorised, endorsed by, or connected to Cambridge Boxhill Language Assessment, the Occupational English Test (OET), or any official test provider. "OET" and related marks are the property of their respective owners and are used for descriptive purposes only. Practice scores are indicative and do not guarantee any official examination outcome.
8. Warranties and disclaimers
The Operator warrants that it will provide the Platform with reasonable skill and care. Except as expressly stated, the Platform is provided "as is" and "as available", and the Operator disclaims all other warranties to the fullest extent permitted by law, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement. The Operator does not warrant that the Platform will be uninterrupted or error-free.
9. Limitation of liability
To the fullest extent permitted by law: (a) neither party is liable for indirect, incidental, special or consequential loss, or for loss of profits, revenue, data or goodwill; and (b) the Operator's aggregate liability arising out of or in connection with these Terms is limited to the fees paid by the Academy in the twelve (12) months preceding the event giving rise to the claim. Nothing limits liability that cannot be limited by law (e.g. death or personal injury caused by negligence, or fraud).
10. Indemnity
The Academy will indemnify the Operator against third-party claims arising from the Academy's content, its resale to students, or its breach of these Terms or applicable law. The Operator will indemnify the Academy against third-party claims that the Platform's core technology infringes that third party's intellectual-property rights, subject to the limitations in section 9.
11. Data protection
The parties will comply with the GDPR and applicable data-protection law. The Academy is the controller and the Operator is the processor for Authorised-User data, on the terms of the Data Processing Agreement (DPA), which is incorporated into these Terms by reference. The Privacy Policy describes the processing in further detail.
12. Confidentiality
Each party will protect the other's confidential information with at least reasonable care and use it only to perform these Terms, excluding information that is public, independently developed, or required to be disclosed by law.
13. Term and termination
These Terms run for the licence term stated in the order and renew as agreed. Either party may terminate for material breach not remedied within thirty (30) days of notice, or immediately on the other's insolvency. On termination, the Academy's right to use the Platform ends and Academy data is handled per the DPA. Sections that by their nature should survive (IP, liability, confidentiality, governing law) survive termination.
14. Governing law and jurisdiction
These Terms and any dispute or claim arising out of or in connection with them (including non-contractual disputes) are governed by the laws of Ireland. The parties submit to the exclusive jurisdiction of the courts of Ireland.
15. Changes to these Terms
The Operator may update these Terms; material changes will be notified to Academies in advance and take effect on the date stated in the notice. Continued use after that date constitutes acceptance.