EnglishScore for Employers – Terms of Service
When we say “we”, “our” or “us” in these terms of service, we mean EnglishScore. When we say “you”, we mean you – the Customer who is using the Services.
1. Definitions and interpretation
1.1 Definitions – In these terms of service, the following definitions shall apply:
“Admins” means those individuals who have been granted access to your Dashboard;
“Agreement” means these terms of service as may be updated from time to time which governs the legally binding agreement between you and EnglishScore;
“Customer” means the organisation that you represent in agreeing to the Agreement. If your account and/or Dashboard is being set up by someone who is not formally affiliated with an organisation, Customer is the individual creating the EnglishScore account / Dashboard.
“Connect Code” means the unique code for your account. You may share this code with individuals over the age of 16 and invite them to sit an EnglishScore test. When an individual uses your code, their test results will be shared to your dashboard.
“Dashboard” means the web application located at https://employers.employers.com. This online web page shows the names of the people who undertook a test via the EnglishScore App using the Connect Code you gave Code you game them, their email address which they used to sign into the App, their test result (s) and the date they undertook the test;
“EnglishScore” means either (i) BC EnglishScore Limited, a company incorporated and registered in England and Wales with company number 11668751, which expression includes its subsidiaries, affiliates and holding company, whose registered office is at: 1 Hammersmith Broadway, London, W6 9DL or (ii) the App (as the context requires);
“Intellectual Property Rights” means copyright, rights related to copyright such as moral rights and performers rights, patents, rights in inventions, rights in confidential information, know-how, trade secrets, trade marks, geographical indications, service marks, trade names, design rights, rights in get-up, database rights, databases, data exclusivity rights, approvals, utility models, domain names, business names, rights in computer software, mask works, topography rights, the right to sue for infringement, unfair competition and passing off, and all similar rights of whatever nature wherever in the world arising and, in each case (a) whether registered or not, (b) including any applications to protect or register such rights, (c) including all renewal and extensions of such rights or applications, (d) whether vested, contingent or future, and (e) wherever existing;
“Service” means the provision of the Dashboard to you, as more particularly described in these terms of service; and
“Users” means those individuals who have downloaded the App.
1.2 These terms of service should be read as a whole with the other EnglishScore terms and policies, and provide the exclusive terms of the relationship relating to the Services between EnglishScore and your Customer.
1.3 With the exception of a valid signed written agreement between a Customer and EnglishScore, nothing outside our terms and policies (including without limitation these terms of service) shall constitute part of any agreement between EnglishScore and you relating to your use of the Services.
1.4 Any previous versions of the terms of service is superseded by these terms of service.
2.1 Our Services focus on providing Admins with online access to a Dashboard that displays test results from Users who undertake a test via the App after having entered a unique Connect Code in the App.
2.2 The Dashboard is accessible via a secure e-mail / password login.
2.3 The Dashboard is provided free of charge.
2.4 By signing up for the Dashboard, you stipulate that you have authority to act on behalf of the Customer and you hereby legally bind the Customer to these terms of service.
2.5 You hereby appoint EnglishScore, and EnglishScore hereby agrees, to provide you with the Services pursuant to these terms of service.
3. EnglishScore’s rights
3.1 EnglishScore reserves the right to refuse to provide the Services or any other services to any organisation or individual at any time and for any reason.
3.2 EnglishScore reserves the right to publicly reference your name as a client of EnglishScore’s, in accordance with the licence granted by you in clause 5.4 below.
3.3 EnglishScore reserves the right to terminate the Services, and/or your access to the Services, with immediate effect at any time for any reason without the need to provide you with notice.
3.4 EnglishScore reserves the right to reject and/or delete and/or edit any information published to the App and/or the Dashboard without the need to provide you with notice.
4. Your obligations
4.1 In order to use our Services, you and any Admins must not:
a) modify, adapt or hack the App and/or the Dashboard or modify either of them so as to falsely imply that either of them are associated with any entity other than EnglishScore;
b) use the Services or permit Users to use the Services except as permitted pursuant to this Agreement;
c) sell, lease, license or sublicense the underlying software to the Services;
d) decompile, disassemble, or reverse engineer the underlying software to the Services;
e) sell, rent, lease or use the Services for time sharing purposes;
f) provide, disclose, divulge or make available to, or permit the use of the Services by any third party (including any parent, affiliate, agent or another third party) without our prior written consent, which we may withhold at our sole discretion;
g) write or develop any derivative software or any other software program based upon the Services and/or the App and/or the Dashboard; or
h) remove any copyright or proprietary notices contained in the Services.
4.2 You and your Admins shall:
a) ensure that information contained in anything sent to EnglishScore is (i) accurate, (ii) does not breach any third parties’ rights including their Intellectual Property Rights and/or privacy rights, (iii) not libellous, obscene, menacing, threatening, bullying, offensive, abusive, fraudulent, pornographic, criminal and (iv) not, in any way, illegal and/or unlawful; and
b) verify the accuracy of any information before sending it to us.
4.3 If you breach any of your obligations in clauses 4.1 and 4.2 above, EnglishScore reserves the right to terminate this Agreement and/or stop you from using the Services with immediate effect, and EnglishScore shall have no liability to you for doing so.
5. Intellectual property rights
5.1 Any and all Intellectual Property Rights arising from, relating to, or otherwise in connection with the Services, the App, EnglishScore and/or the Dashboard shall belong exclusively to EnglishScore (the “EnglishScore IP”).
5.2 EnglishScore hereby grants you a limited licence that is (i) non-exclusive, (ii) non-transferrable and sub-licensable, (iii) revocable at any time for any reason as solely determined by EnglishScore, and (iv) limited to the duration of this Agreement, unless terminated earlier by either party, to use the EnglishScore IP for the sole, non-commercial purpose of receiving the Services (the “EnglishScore Licence”). This means that you cannot use EnglishScore to make any money. The EnglishScore Licence shall automatically cease upon termination of this Agreement.
5.3 “EnglishScore” is one of our trading names and is the name of our App. You may not use “EnglishScore”, “BC EnglishScore Limited” or similar variants without our prior written consent which we may withhold at our sole discretion.
5.4 You hereby grant EnglishScore a licence that is (i) worldwide, (ii) perpetual, (iii) irrevocable, (iv) non-assignable and non-sublicensable and (v) non-exclusive to use your name, which shall include without limitation any of your trading names and your logo, in any public references, including without limitation on EnglishScore’s App and/or website(s), for the sole purpose of identifying you as one of EnglishScore’s clients and EnglishScore shall not be obliged to obtain your prior written consent before doing so.
6. Data protection and security
6.2 You will ensure at all times that (i) you do not share your designated password with any other person and (ii) you utilise effective security measures to protect such password and the data retrieved from the Dashboard and/or App.
7. Disclaimers (IT IS IMPORTANT YOU READ AND UNDERSTAND THIS SECTION)
7.1 EnglishScore makes no representations or warranties to you as to the performance or uptime of the Dashboard and/or the Services and/or with respect to the App. In particular, we do not warrant that:
the App or any content on the App is virus free and we accept no responsibility for any infection by virus or other contamination or by anything which has destructive properties;
the Services are accurate and/or complete and/or fit for a particular purpose; or
the Services provide you with legal, financial or professional advice of any kind.
7.2 Although we will do our best to provide constant, uninterrupted access to EnglishScore, we do not guarantee this. We accept no responsibility or liability for any interruption or delay to the Services or your access to the Dashboard and/or the App.
7.3 EnglishScore is controlled and operated by us from our offices in England. We make no promises that the App or any content on the App is appropriate or available for use in other countries. Those who visit the App from other countries do so on their own initiative and at their own risk.
7.4 Your use of the Services is at your sole risk. We provide these Services on an “as is” and “as available” basis. We do not offer service-level agreements for our Services. You understand that EnglishScore is not responsible for prohibiting or regulating in any way any information or data provided or transmitted by the Dashboard and/or the App and/or the Services.
8. Limitation of liability (IT IS IMPORTANT YOU READ AND UNDERSTAND THIS SECTION)
8.1 The extent of EnglishScore’s liability under or in connection with this Agreement (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence of misrepresentation) shall be as set out in this clause 8.
8.2 Subject to clauses 8.3 and 8.5, EnglishScore’s total liability shall not exceed a sum equal to the total fees you have paid to EnglishScore on the App in the past six (6) months to when the claim arose, and in the event you have not paid any fees to EnglishScore, EnglishScore’s total liability to you shall be nil.
8.3 Subject to clauses 8.2 and 8.5, EnglishScore shall not be liable for any of the following (whether direct or indirect):
a) loss of profit;
b) loss of and/or use of data;
c) loss of use;
d) loss of production;
e) loss of contract;
f) loss of opportunity;
g) loss of savings, discount or rebate (whether actual or anticipated);
h) harm to reputation or loss of goodwill.
8.4 Except as expressly stated in this Agreement, and subject to clause 8.5, all warranties and conditions whether express or implied by statute, common law or otherwise are excluded to the extent permitted by law.
8.5 Notwithstanding any other provision of this Agreement, the liability of EnglishScore and/or the Customer shall not be limited in any way in respect of the following:
a) death or personal injury caused by negligence;
b) fraud or fraudulent misrepresentation;
c) any other losses which cannot be excluded or limited by applicable law.
9. Terms and termination
9.1 This Agreement commences on the date you first start using the Services, and it shall continue until it is terminated in accordance with this Agreement.
9.2 As mentioned in clause 3.3 above, EnglishScore may terminate the Services, and/or your access to the Services, with immediate effect at any time for any reason without the need to provide you with notice.
9.3 Furthermore, EnglishScore shall have the right to terminate the Services, and/or your access to the Services, including without limitation the App and/or the Dashboard, with immediate effect upon notice to you in the event you breach, or EnglishScore suspects that have or are likely to breach, any of your obligations under this Agreement including without limitation your obligations in clauses 4.1 and 4.2 above.
9.4 If you wish to cancel the Services, then it is your sole responsibility to notify us that you wish to cancel your account. This can be done by e-mailing us at email@example.com with the subject line “Cancellation Request”.
9.5 All content associated with an ‘EnglishScore for Employers’ account will be unavailable to Admins from the time we are instructed to process the cancellation request. As a courtesy, upon request we will endeavour to provide a digital copy of the content associated with your account. Otherwise all content associated with an account will be irrecoverably deleted within 6 months of termination of the Services.
10.1 You may not assign or transfer your rights or licences granted under this Agreement. EnglishScore may assign, transfer, sub-contract or sub-let this Agreement or any part thereof without your consent and without the need to provide you with notice.
10.2 In the event that any (or any part) of these terms, conditions or provisions shall be declared invalid, unlawful or unenforceable such terms (or parts), conditions or provisions shall be severed. The remaining terms (or parts), conditions or provisions shall continue to be valid and enforceable to the fullest extent permitted by law.
10.3 We are not responsible for events outside our control. If the Services are delayed by an event outside of our control, then, although we will try to reduce the effect of the delay, we are not liable for such delays.
10.4 EnglishScore reserves the right to update and change these terms of service at any time for any reason without notice to you. It is therefore your obligation to keep checking this page in case of any updates to these terms of service. Any new features that augment, enhance, or change the current Services, including the release of new tools and resources, shall be subject to these terms of service and/or any other terms of services released by EnglishScore (as the case may be). Continued use of the Services after any such changes shall constitute consent to such changes.
10.5 This Agreement is governed by English law under the exclusive jurisdiction of the English courts – meaning we must go to the English courts to resolve any dispute we have about this Agreement if we fail to resolve the dispute outside of the court system.
11. Notices, questions & contact information
Any questions about these terms of service, or any notices relating to this Agreement should be addressed to: firstname.lastname@example.org or by Royal Mail signed for 1st class mail to:
BC EnglishScore Limited
Legal Department, Level 5
One Hammersmith Broadway
London, W6 9DL
If we need to contact you or give you notice pursuant to this Agreement, we will send you an email to the email address you have listed in your account details. It is your responsibility to keep this email address current, and EnglishScore does not accept any liability whatsoever for your failure to update your email address on the App.
Notices will be deemed received:
a) if sent by email: immediately upon successful transmission of an email; and
b) if sent by mail: five (5) working days after the date the letter was posted by the sender.