Want to learn more about testinvite
1.1) Company details. Vanilya Elektronik Hizmetler ve Bilişim Tic. A.Ş. (company number 926625) (we and us) is a company registered at the Istanbul Trade Registry under company number 926625 and our registered office is at Esentepe Mah. Kore Sehitleri Cad. No: 29, Zincirlikuyu, Şişli, Istanbul, Turkey. We operate the website https://www.testinvite.com.
1.2) Contacting us. To contact us, email us at firstname.lastname@example.org. How to give us formal notice of any matter under the Contract is set out in clause 18.2.
2.1) We have developed certain software and platform named Testinvite (the “Platform”), which we make available to subscribers such as you via the internet on a complimentary and pay-per-use basis (as the case may be) for the purpose of preparing and conducting secure, high-quality online exams globally.
2.2) You wish to use the Platform and Services in your business operations to deliver and administer online exams to your exam participants (“Authorised Users”).
2.3) We agree to provide the Platform and the Services to you subject to the terms and conditions of this agreement.
3.1) Our contract. These terms and conditions (“Terms”) apply to the order by you and supply of Services by us to you (“Contract”) during the term of the Contract.
3.2) 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.
3.3) We reserve the right to amend the Terms at any time.
4.1) Creating your Subscription. You will have to create a subscription to the Platform to receive the Services. By creating your Subscription, you agree these Terms will apply to your and your Authorised Users’ use of the Platform and the provision of Services by us to you (including Complimentary Services).
4.2) Complimentary Services. After you create your subscription, you will have complimentary access to the Platform and will be able to use some of the Services (including but not limited to creating test questions and saving them in your question bank, creating your own tests or create tasks). You acknowledge that the access and functionality of the Platform and the Services will be limited during complimentary access phase. The site will guide you as to which Services are out of the scope of complimentary access.
4.3) Paid Services. Certain Services (including but not limited to API Integration, Analysis Module, Custom Domain) are only accessible through placing an order for activation. The fees for these Services are listed and updated from time to time under https://www.testinvite.com/lang/en/pricing-plans.html.
4.4) Purchasing and Using Credits. Certain Services are only accessible through the use of credits. The Platform uses two types of credits, 1- System Credits, 2- Ready to Use Test Credits. You may place credit orders through the site and spend these credits on the Platform. The pricing information of each credit type and their spending is listed and updated from time to time under https://www.testinvite.com/lang/en/pricing-plans.html.
4.5) Custom-made Solutions. We are in most instances able to assist your requests for customising the Platform (including but not limited to adding a section in the exam report) or providing custom made Service solutions (including but not limited to migrating questions to the Platform, preparing custom tests, project management relating to the administration of a test, assessing written and spoken English). To discuss these Custom-made Solutions and to obtain a custom quote, please contact us.
4.6) Placing an order. Please follow the onscreen prompts to place your order. Except for orders for Custom-made Solutions, you may only submit an order using the method set out on the site. For orders for Custom-made Solutions, please contact us via email. Creating a subscription shall be deemed as an order to receive Complimentary Services. Each order is an offer by you to buy the services listed above from clause 4.2 to 4.5 specified in the order (Services) subject to these Terms.
4.7) Correcting input errors. Please check the order carefully before confirming it. You are responsible for ensuring that your order is complete and accurate.
4.8) Acknowledging receipt of your order. After you place your order, you will receive an email from us acknowledging that we have received it, but please note that this does not mean that your order has been accepted. Our acceptance of your order will take place as described in clause 4.9.
4.9) Accepting your order. Our acceptance of your order takes place when we send an email to you to accept it (Order Confirmation). The Contract will relate only to those Services confirmed in the Order Confirmation.
4.10) Refunds. Testinvite does not issue refunds after Order Confirmation is issued. You may cancel any time, but you will not receive a refund for any unused portion of your Credits.
5.1) You may, from time to time, add additional user subscriptions and we shall grant access to the Platform and the Services to such Authorised Users in accordance with the provisions of these Terms.
5.2) If you wish to add Authorised Users, you should notify us in writing. We will evaluate such request and respond with approval or rejection of the request (such approval not to be unreasonably withheld).
6.1) Descriptions and illustrations. Any descriptions or illustrations on our site are published for the sole purpose of giving an approximate idea of the services described in them. They will not form part of the Contract or have any contractual force.
6.2) 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.
6.3) Reasonable care and skill. We warrant to you that the Services will be provided using reasonable care and skill.
6.4) Time for performance. We will use all reasonable endeavours to meet any performance dates specified in the Order Confirmation, but any such dates are estimates only and failure to perform the Services by such dates will not give you the right to terminate the Contract or claim damages.
6.5) Condition of Services: We:
6.6) Non-Exclusive Use: These Terms shall not prevent us from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under these Terms.
6.7) Permission and Consents: We warrant that we have and will maintain all necessary licences, consents, and permissions necessary for the performance of our obligations under these Terms.
6.8) Hours of Services: We shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for:
6.9) We will, as part of the Services and at no additional cost to the Customer, provide you with our standard customer support services during normal business hours.
7.1) You shall:
in order to provide the Services, including but not limited to customer data, security access information and configuration services;
7.2) If our ability to perform the Services is prevented or delayed by any failure by you to fulfil any obligation listed in clause 7.1 (Your Default):
7.3) You shall not access, store, distribute or transmit any viruses, or any material during the course of your use of the Services that:
and we reserve the right, without liability or prejudice to its other rights to you, to immediately and without notice disable your access to any material that breaches the provisions of this clause.
7.4) You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, promptly notify us.
8.1) In consideration of us providing the Services you must pay our charges (Charges) in accordance with this clause 8.
8.2) The Charges are the prices quoted on our site at the time you submit your order.
8.3) If you wish to change the scope of the Services after we accept your order, and we agree to such change, we will modify the Charges accordingly.
8.4) We take all reasonable care to ensure that the prices stated for the Services are correct at the time when the relevant information was entered into the system. However, please see clause 8.7 for what happens if we discover an error in the price of the Services you ordered.
8.5) Our Charges may change from time to time, but changes will not affect any order you have already placed.
8.6) Our Charges are inclusive of VAT (where applicable).
8.7) It is always possible that, despite our reasonable efforts, some of the Services on our site may be incorrectly priced. If the correct price for the Services is higher than the price stated on our site, we will contact you as soon as possible to inform you of this error and we will give you the option of continuing to purchase the Services at the correct price or cancelling your order. We will not process your order until we have your instructions.
9.1) Payment for the Services is in advance. Unless agreed otherwise, we will take your payment upon acceptance of your order.
9.2) You can pay for the Services using a debit card, credit card or bank transfer.
9.3) We will send you an electronic invoice within seven days following payment.
9.4) If you fail to make a payment under the Contract by the due date, then, without limiting our remedies under clause 16 (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 9.4 will accrue each day at 10% per annum.
10.1) All intellectual property rights in or arising out of or in connection with the Platform and the Services and resulting reporting documentation (e.g. exam reports) (other than intellectual property rights in any materials provided by you) will be owned by us.
10.2) We agree to grant you a fully paid-up, worldwide, non-exclusive, royalty-free licence during the term of the Contract (excluding materials provided by you) to use the Platform, the Services and resulting reporting documentation for your internal business operations. You may not sub-license, assign or otherwise transfer the rights granted in this clause 10.2.
10.3) While we do not claim ownership of the materials you provide to us, by posting, uploading, inputting, providing or submitting your contribution you are granting us a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy, distribute, transmit, display, perform and modify any materials provided by you to us for the term of the Contract for the purpose of providing the Services to you.
10.4) You may not attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Platform and resulting reporting documentation (as applicable) in any form or media or by any means except as provided under these Terms; or attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Platform. Modification of the Platform’s content is a violation of our copyright and other proprietary rights. Additionally, you may not offer any part of the Platform for sale or distribute it over any medium including but not limited to over-the-air television or radio broadcast, a computer network or hyperlink framing on the internet without our prior written consent.
10.5) You may not access all or any part of the Platform or the Services in order to build a product or service which competes with the Platform or the Services or use the Services and/or Platform to provide services to third parties.
10.6) The Platform and the information contained therein may not be used to construct a database of any kind, nor may the site be stored (in its entirety or in any part) in databases for access by you or any third party or to distribute any database sites containing all or part of the site. You may not use any of the trade-names, trade-marks, site-marks and logos displayed on the site (collectively "marks"), except as expressly provided in these terms. Nothing appearing on the site or elsewhere shall be construed as granting, by implication, estoppel, or otherwise, any license or right to use any marks.
11.1) We will use your personal data to:
12.1) You shall own all right, title and interest in and to all of the customer data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such customer data.
12.2) In the event of any loss or damage to customer data, your sole and exclusive remedy against us shall be for us to use reasonable commercial endeavours to restore the lost or damaged customer data from the latest back-up of such customer data maintained in accordance with our archiving procedures. We shall not be responsible for any loss, destruction, alteration or disclosure of customer data caused by any third party (except those third parties sub-contracted by us to perform services related to customer data maintenance and back-up).
12.4) Both of us will comply with all applicable requirements of applicable data protection legislation (“Data Protection Legislation”). This clause is in addition to, and does not relieve, remove or replace, each of our obligations or rights under applicable Data Protection Legislation.
12.5) We both acknowledge that:
12.6) Without prejudice to the generality of clause 12.4, you will ensure that you have all necessary and appropriate consents and notices in place to enable lawful transfer of the personal data to us for the duration and purposes of these Terms so that we may lawfully use, process and transfer the personal data in accordance with these Terms on your behalf (including outside EEA or the country where you or the data subjects are located).
12.7) Without prejudice to the generality of clause 12.4, we shall, in relation to any personal data processed in connection with the performance by us of our obligations under these Terms:
12.8) We shall both ensure that we have in place appropriate technical and organisational measures, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, 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.
12.10) Either party may, at any time on not less than 30 days' notice, revise this clause 12 by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when replaced by attachment to these Terms).
You acknowledge that the Services may enable or assist it to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that it does so solely at its own risk. We make no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by you, with any such third party. We do not endorse or approve any third-party website nor the content of any of the third-party website made available via the Services.
14.1) Nothing in the Contract limits any liability which cannot legally be limited.
14.2) Subject to clause 14.1, we will not be liable to you, whether in contract, tort, for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
14.3) Subject to clause 14.1, 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 50% of the annual Charges paid under the Contract.
14.4) This clause 14 will survive termination of the Contract.
15.1) We each undertake that at any time during the Contract, and for a period of two years after termination of the Contract, disclose to any person any confidential information concerning one another's business, affairs, customers, clients or suppliers, except as permitted by clause 15.2.
15.2) We each may disclose the other's confidential information:
15.3) Each of us may only use the other's confidential information for the purpose of fulfilling our respective obligations under the Contract.
16.1) Term. These Terms shall continue indefinitely unless:
16.2) Termination. 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:
16.3) Consequences of termination
16.4) Survival. 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.
17.1) 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).
17.2) If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:
17.3) You may cancel the Contract affected by an Event Outside Our Control which has continued for more than 30 days. 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 us by in performing the Services up to the date of the occurrence of the Event Outside Our Control.
18.1) When we refer to "in writing" in these Terms, this includes email.
18.2) Notwithstanding mandatory provisions of applicable law, any notice or other communication given under or in connection with the Contract must be in writing and sent by pre-paid first class post, or email.
18.3) A notice or other communication is deemed to have been received:
18.4) In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.
18.5) The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action.
19.1) Assignment and transfer
19.2) Variation. Any variation of the Contract only has effect if it is in writing and signed by you and us (or our respective authorised representatives).
19.3) 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.
19.4) 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.
19.5) Third party rights. The Contract is between you and us. No other person has any rights to enforce any of its terms.