- About us
- Our contract with you
- Subscription, placing an order and its acceptance
- Additional user subscriptions
- Our services
- Your obligations
- How to pay
- Intellectual property rights
- How we may use your personal data
- Customer data
- Third party providers
- Limitation of liability
- Term, Termination, consequences of termination and survival
- Events outside our control
- Communications between us
1. About us
1.1) Company details. Vanilya Elektronik Hizmetler ve Bilişim Tic. A.Ş. (company number
(we and us) is a company registered at the Istanbul Trade Registry under company number
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 email@example.com. 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. Our contract with you
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. Subscription, placing an order and its acceptance
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
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
4.5) Custom-made Solutions. We are in most instances able to assist your requests for
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
preparing custom tests, project management relating to the administration of a test,
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
for Custom-made Solutions, you may only submit an order using the method set out on the
For orders for Custom-made Solutions, please contact us via email. Creating a subscription
be deemed as an order to receive Complimentary Services. Each order is an offer by you to
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
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
4.9) Accepting your order. Our acceptance of your order takes place when we send an email to
to accept it (Order Confirmation). The Contract will relate only to those Services confirmed
in the Order Confirmation.
4.10) If we cannot accept your order. If we are unable to supply you with the Services for
any reason, we will inform you of this by email and we will not process your order. If you
have already paid for the Services, we will refund you the full amount.
5. Additional user subscriptions
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
6. Our services
6.1) Descriptions and illustrations. Any descriptions or illustrations on our site are
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
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:
- (a) do not warrant that:
- (i) your use of the Services will be uninterrupted or error-free; or
- (ii) that the Services, and/or the information obtained by us through the
Services will meet your requirements;
- (b) will not be responsible for any delays, delivery failures, or any other loss or
resulting from the transfer of data over communications networks and facilities,
the internet, and you acknowledge that the Services may be subject to limitations,
and other problems inherent in the use of such communications facilities.
6.6) Non-Exclusive Use: These Terms shall not prevent us from entering into similar
with third parties, or from independently developing, using, selling or licensing
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
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:
- (a) planned maintenance carried out during the maintenance window; and
- (b) unscheduled maintenance performed outside normal business hours.
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. Your obligations
7.1) You shall:
- (a) provide us with:
in order to provide the Services, including but not limited to customer data, security
access information and configuration services;
- (i) all necessary co-operation in relation to these Terms; and
- (ii) all necessary access to such information as may be required by us;
- (b) without affecting your other obligations under these Terms, comply with all
laws and regulations with respect to its activities under these Terms;
- (c) carry out all of your other responsibilities set out in these Terms in a timely and
efficient manner. In the event of any delays in your provision of such assistance as
we may adjust any agreed timetable or delivery schedule as reasonably necessary;
- (d) ensure that the Authorised Users use the Platform and these Services in accordance
with these Terms and you shall be responsible for any Authorised User's breach of these
- (e) obtain and shall maintain all necessary licences, consents, and permissions
necessary ourselves, our contractors and agents to perform their obligations under these
Terms, including without limitation the Services;
- (f) ensure that its network and systems comply with the relevant specifications provided
by us from time to time; and
- (g) be, to the extent permitted by law and except as otherwise expressly provided in
these Terms, solely responsible for procuring, maintaining and securing its network
connections and telecommunications links from its systems to our data centres.
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):
- (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 16 (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.
7.3) You shall not access, store, distribute or transmit any viruses, or any material during
the course of your use of the Services that:
- (a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or
racially or ethnically offensive;
- (b) facilitates illegal activity;
- (c) depicts sexually explicit images;
- (d) promotes unlawful violence;
- (e) is discriminatory based on race, gender, colour, religious belief, sexual
orientation, disability; or
- (f) is otherwise illegal or causes damage or injury to any person or property;
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
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
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
the time when the relevant information was entered into the system. However, please see
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
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
9. How to pay
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. Intellectual property rights
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,
Services and resulting reporting documentation for your internal business operations. You
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,
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,
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
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,
reverse engineer or otherwise reduce to human-perceivable form all or any part of the
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
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
Platform to provide services to third parties.
10.6) The Platform and the information contained therein may not be used to construct a
of any kind, nor may the site be stored (in its entirety or in any part) in databases for
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
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. How we may use your personal data
11.1) We will use your personal data to:
- (a) provide the Services;
- (b) process your payment for the Services; and
- (c) inform you about similar services that we provide, but you may stop receiving these
at any time by contacting us.
can be found athttps://www.testinvite.com/lang/en/docs/privacy-policy.html
12. Customer data
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
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
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
by us to perform services related to customer data maintenance and back-up).
relating to the privacy and security of the customer data available at
or such other website address as may be notified from time to time, as such document may be
amended from time to time in our sole discretion.
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
12.5) We both acknowledge that:
- (a) When we process any personal data on your behalf of Authorised Users when performing
our obligations under these Terms, you are the data controller and we are the data
- (b) We will process the personal data of Authorised Users on your behalf based on the
Data Processing Addendum in Schedule 1 which sets out the scope, nature and purpose of
processing by us, the duration of the processing and the types of personal data and
categories of data subject.
- (c) the personal data may be transferred or stored outside the EEA or the country where
you or the data subjects are located in order to carry out the Services and our other
obligations under these Terms.
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
- (a) process that personal data only on your documented written instruction unless we are
required by applicable laws to process personal data (Applicable Laws).
- (b) not transfer any personal data outside of the European Economic Area or the country
where you or the data subjects are located in a way that breaches Applicable Laws;
- (c) assist you, at your cost, in responding to any request from a data subject and in
ensuring compliance with its obligations under the Data Protection Legislation with
to security, breach notifications, impact assessments and consultations with supervisory
authorities or regulators;
- (d) notify you without undue delay on becoming aware of a personal data breach;
- (e) delete or return to you personal data and copies thereof upon the earlier of 21 days
from your written direction, within 6 months from the personal data’s collection or on
termination of these Terms unless required by Applicable Law to store the personal data
(and for these purposes the term "delete" shall mean to put such data beyond use); and
- (f) maintain complete and accurate records and information to demonstrate its compliance
with this clause 12 and immediately inform you if, in our opinion an instruction
infringes the Data Protection Legislation.
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
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
development and the cost of implementing any measures.
which may be found at https://www.testinvite.com/lang/en/docs/privacy-policy.html
as a third-party processor of personal data under these Terms. We confirm we have entered
into or (as the case may be) will enter with the third-party processor into a written
agreement substantially on that third party's standard terms of business and in either case
which the we undertake to reflect and will continue to reflect the requirements of the Data
Protection Legislation. As between us and you, we shall remain fully liable for all acts or
omissions of any third-party processor appointed by it pursuant to this clause 12.
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).
13. Third party providers
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
and that it does so solely at its own risk. We make no representation, warranty or
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
14. Limitation of liability
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
- (a) loss of profits;
- (b) loss of sales or business;
- (c) loss of agreements or contracts;
- (d) loss of anticipated savings;
- (e) loss of use or corruption of software, data or information;
- (f) loss of or damage to goodwill; and
- (g) any indirect or consequential loss.
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:
- (a) to such of our respective employees, officers, representatives, subcontractors or
advisers who need to know such information for the purposes of exercising our respective
rights or carrying out our respective obligations under the Contract. We will each
ensure that such employees, officers, representatives, subcontractors or advisers comply
with this clause 15; and
- (b) as may be required by law, a court of competent jurisdiction or any governmental or
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. Term, Termination, consequences of termination and survival
16.1) Term. These Terms shall continue indefinitely unless:
- (a) either party notifies the other party of termination, in writing, in which case
these Terms shall terminate in thirty days; or
- (b) otherwise terminated in accordance with the provisions of these Terms;
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
- (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 14 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,
liquidation or any composition or arrangement with your creditors (other than in
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, if the step or action is taken in
jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
- (d) you suspend, threaten to suspend, cease or threaten to cease to carry on all or a
substantial part of your business; or
- (e) 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
16.3) Consequences of termination
- (a) all licences granted under these Terms shall immediately terminate and you shall
immediately cease all use of the Platform and the Services;
- (b) we may destroy or otherwise dispose of any of the customer data in our possession in
accordance with clause 12, unless we receive, no later than ten days after the effective
date of the termination of these Terms, a written request for the delivery of the then
recent back-up of the customer data. You shall pay all reasonable expenses incurred by
returning or disposing of customer data; and
- (c) any rights, remedies, obligations or liabilities of the parties that have accrued up
to the date of termination, including the right to claim damages in respect of any
breach of these Terms which existed at or before the date of termination shall not be
affected or prejudiced.
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. Events outside our control
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:
- (a) we will contact you as soon as reasonably possible to notify you; and
- (b) our obligations under the Contract will be suspended and the time for performance of
our obligations will be extended for the duration of the Event Outside Our Control. We
will arrange a new date for performance of the Services with you after the Event Outside
Our Control is over.
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. Communications between us
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:
- (a) if sent by pre-paid first-class post at the next working day after posting; or
- (b) if sent by email, at the next working day after transmission.
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
- (a) We may assign or transfer our rights and obligations under the Contract to another
- (b) You may only assign or transfer your rights or your obligations under the Contract
to another person if we agree in writing.
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
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
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.
19.6) Governing law and jurisdiction. The Contract is governed by Turkish law and we each
irrevocably agree to submit all disputes arising out of or in connection with the Contract
to the exclusive jurisdiction of Istanbul (central) courts.