STEP Terms of business

The terms of business below ("Agreement") shall apply to all centres approved by OCR to offer OCR’s Sixth Term Examination Paper ("STEP"). This Agreement shall commence on the date OCR confirms initial centre approval and acceptance by the centre of these terms of business and shall continue for a period of 12 months, unless terminated in accordance with clause 7, clause 40, clause 44, clause 51, clause 52, clause 53 and/or clause 54.

1. This Agreement shall be between Your centre as named on the centre approval form ("You" and "Your") and Oxford Cambridge and RSA Examinations, incorporated and registered in England and Wales with company number 03484466 and whose registered office is The Triangle Building, Shaftesbury Road, Cambridge CB2 8EA (“OCR”). For the purposes of this Agreement, an Affiliate means any entity that directly or indirectly controls, is controlled by, or is under common control with OCR from time to time.
   
   
2. This Agreement contains the entire agreement between the parties in relation to STEP. STEP is an admissions test run by OCR. It is not a qualification which is regulated by the Office of Qualifications and Examinations Regulation. If You have been approved to deliver one or more of OCR’s regulated qualifications, you will do so subject to other terms of business agreed between You and OCR. For the avoidance of doubt, you will not be deemed in breach of any term in these other terms of business prohibiting you from having more than one legal agreement with OCR for the relevant centre number if you enter into this Agreement.

3. You confirm and understand that this Agreement does not create a direct or contractual relationship between OCR and the students and learners at or entering through Your centre (“Candidates”). You are responsible for liaising with Your Candidates and shall communicate with Your Candidates as OCR may direct from time to time unless OCR has clearly indicated that a Candidate may contact OCR directly.
    
4. OCR shall not be responsible for or obliged to intervene in any dispute between You and any Candidate. Where applicable, OCR shall not withhold any data, media, results or certificates as a result of dispute between You and a Candidate, where that Candidate had been properly entered into STEP, and You shall not have any action in law against OCR for releasing a result directly to a Candidate for any reason whatsoever.
   
   
5. OCR shall allow You to enter Candidates into STEP in accordance with the centre approval documentation or further official OCR correspondence. You shall be permitted to enter Candidates both “on roll” at Your centre, and Private Candidates (as defined in clause 20) that have come to an arrangement with You to sit STEP at Your centre, provided that You and the Candidate are able to abide by the conditions and requirements of STEP.
   
   
6. You confirm and understand that OCR publish a number of documents containing rules and instructions for offering STEP on its website ("Rules"), and may on occasion also directly send You additional directions that You must follow ("Directions"). The Rules and Directions, as varied from time to time, are expressly incorporated into this Agreement, and You shall be contractually bound to follow the most recently issued version available.
   
   
7. You must meet the obligations set out in the Rules and Directions. Failure to do so could result in Your centre status being suspended and may lead to OCR withdrawing its approval of Your centre and terminating this Agreement.
   
   
8. Both You and OCR agree to take all reasonable steps to protect Candidates’ interests in respect of this Agreement. This does not oblige OCR to make exceptions or provide additional services where You have failed to comply with the Rules and/or Directions or where You have breached any other part of this Agreement.
   
   
9. Without prejudice to the foregoing, OCR shall be entitled to amend the terms of this Agreement from time to time by posting the amended terms on its website. The terms uploaded on the OCR website from time to time shall be the terms that are valid and binding on the parties.
   
   
10. OCR shall provide You with services relating to STEP for Candidates legitimately entered in accordance with this Agreement.
    
    
11. OCR shall be entitled to change the form, style, content or substance of STEP, including accompanying documentation such as the specification or statement of results, at any time during the term of this Agreement, provided OCR gives You reasonable notice of any such change, which shall be no less than three (3) months’ notice (where in OCR’s sole opinion this is deemed practicable), notwithstanding any other terms of this Agreement. You shall not have any right to object to such change, and OCR shall have no liability to You or Your Candidates for making such change.
    
    
12. From time to time, OCR may withdraw STEP from the market. If OCR withdraws STEP, the withdrawal shall be upon adequate notification to centres that have entered or registered Candidates for entry into STEP.
    
    
13. You will ensure You treat all Candidates, including Private Candidates, lawfully and fairly at all times, and in accordance with all applicable safeguarding and equalities legislation.
    
    
14. You must ensure Your centre has and maintains during the term of this Agreement adequate levels of qualified and trained staff and resources to effectively and correctly deliver STEP
    
    
15. You shall ensure Your staff receive adequate training to properly deliver STEP, and that You and Your staff take all reasonable steps to proactively avoid malpractice in accordance with any Rules and/or Directions and/or guidance issued by OCR.
    
    
16. You confirm that as at the time of making any entries Your centre and any person employed or contracted by Your centre who is involved in the delivery of STEP (including but not limited to the Head of Centre and Exams Officer) are not subject to any sanction or withdrawal of centre approval from OCR under any other agreement which OCR has with Your centre or from any awarding organisation, other than as already disclosed to OCR. If Your centre or any person employed or contracted by Your centre who is involved in the delivery of STEP become subject to a sanction or OCR (acting under another agreement with Your centre) or another awarding organisation withdraws Your centre approval during the term of this Agreement, You must immediately inform OCR.
    
    
17. You will offer full assistance to and allow OCR full access to Your documents, records, staff, Candidates and premises as they may require to conduct checks or investigations or monitoring activities for the purposes of verifying Your compliance with any term of this Agreement (including the Rules and Directions) which may be with or without prior notice.
    
    
18. You must at all times maintain and make available to all Candidates a complaints handling procedure and/or appeals process, which shall be in accordance with any Rules and/or Directions and/or guidance issued by OCR.
    
    
19. You will keep OCR informed of any changes to Your named personnel and any other centre details provided to OCR at centre approval.

20. You are allowed to enter Candidates that do not study at Your centre for STEP ("Private Candidates"), provided that You can ensure the Private Candidate can comply with all the applicable requirements relating to STEP.
    
    
21. Any arrangement You make with a Private Candidate in respect of such an entry (including resources and any instruction) is a matter personal to You and the Private Candidate. However, we would encourage You to make available to the Private Candidate all OCR resources that are available to Your “on-roll” Candidates.
    
    
22. Once enrolled with Your centre, You shall have a duty of care towards Private Candidates equal to the duty of care You have towards Your “on-roll” Candidates in terms of Your delivery of STEP.

23. You shall not use (i) the OCR name, or any names or logos owned or licensed by OCR or any Affiliate or (ii) any assessment materials or other documents created by or for OCR or any Affiliate (Intellectual Property), except in accordance with the terms of this Agreement.
    
    
24. OCR grants You the non-exclusive right to use the name and logo shown in Schedule 1 (Logo) in relation to STEP and any promotional materials, subject to the terms of this Agreement.
    
    
25. Any goodwill derived from the use by You of the Logo shall accrue to OCR. OCR may, at any time, call for a document confirming the assignment of that goodwill and You shall immediately execute it.
    
    
26. Your use of the Logo in relation to STEP shall comply with the standards and directions, including its promotion, as notified by OCR in writing from time to time.
    
    
27. You shall promptly inform OCR of any suspected unauthorised use of the Logo (or any confusingly similar logo or mark) of which it becomes aware, and shall provide OCR with such documents, information and assistance as it can in relation to any such use.
    
    
28. Without prejudice to the foregoing, your use of all Intellectual Property shall comply with all OCR’s policies and Rules, including those relating to test security, confidentiality and copyright, as amended from time to time. In relation to OCR’s policies relating to copyright, please see Copyright Policy.
    
    
29. OCR gives no warranty and makes no representation in or pursuant to this Agreement that the use of any Intellectual Property in relation to STEP does not or will not infringe the rights of others.
    
    
30. You understand that You are responsible for all use and misuse of any login details for OCR secured websites provided to Your centre and/or Your staff, and any electronic or physical OCR documents provided to Your centre.

31. The transfer of personal data relating to Candidates shall be governed by the Data Sharing Agreement as set out in Schedule 2.

32. In return for OCR’s services, You shall pay to OCR the fees specified in clause 33 (and any other charges specified in the Agreement).
    
    
33. The fees payable by You are set out in OCR’s published fee list ("Fees"). All Fees are exclusive of tax (including value added tax, if applicable), and if such tax is chargeable it shall be paid in addition.
    
    
34. OCR retains the right to amend the Fees at its discretion, and in certain circumstances, OCR may need to publish the Fees, or amend the same, after the entry window for a series has closed but prior to invoice. OCR shall provide prominent notice of any changes to its Fees.
    
    
35. OCR shall issue an invoice after Candidates have sat the STEP test. Payment shall be made within 30 days of the date of the invoice in the currency stated in therein.
    
    
36. You shall make all payments under clauses 32, 33 and 35 without withholding or deduction of, or in respect of, any tax, levy, duty or charge of a similar nature, unless required by law. If any such withholding or deduction is required, You shall, when making the payment to which the withholding or deduction relates, pay to OCR such additional amount as will ensure that OCR receives the same total amount that it would have received if no such withholding or deduction had been required.
    
    
37. You shall pay interest on any amount due under this Agreement, calculated as follows:
    1. 8% above the Bank of England’s base rate from time to time, but at 4% for any period where that base rate is below 0%;
    2. from when the overdue sum became due, until it is paid.

38. Nothing in this Agreement shall require You to make entries for STEP in any series.
    
    
39. You shall make entries for Candidates in accordance with the terms of this Agreement and such applicable dates and deadlines as are provided for in the Rules. OCR shall not be liable for Your failure to meet such dates or deadlines.
    
    
40. If You do not make entries for STEP for more than two consecutive academic years without reasonable explanation to or discussion with OCR, OCR may at its sole discretion assume You no longer wish to be approved to deliver STEP and remove approval. Nothing shall prevent OCR from withdrawing centre approval at any time before entries are made (if it has reasonable grounds for doing so) and immediately terminating this Agreement by giving written notice to the centre (if the Agreement has already commenced).
    
    
41. Except in exceptional circumstances where You have made additional arrangements with OCR, such as through access arrangements or in accordance with the requirements of STEP, You may only make entries for Candidates able and willing to take the relevant assessments at such premises, that: a) have been notified to and approved by OCR or b) are allowable under the Rules.
    
    
42. It is Your responsibility to ensure that You and Your staff can adequately and properly deliver STEP at Your premises, or the allowable premises in accordance with clause 41, for all Candidates You enter.

43. It may be necessary in extraordinary circumstances for OCR to call upon Your Head of Centre to make certain declarations under the Rules.
    
    
44. Should You fail or be unable to make a declaration when called upon by OCR OCR may, upon giving you written notice, remove Your centre approval and terminate this Agreement with immediate effect.

45. References to liability in clauses 46 to 48 include every liability arising under or in connection with this Agreement including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
    
    
46. Nothing in this Agreement limits any liability which cannot legally be limited, including but not limited to liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation.
    
    
47. Subject to clause 46, OCR’s total liability to You in respect of breaches occurring shall not exceed the Fees.
    
    
48. Subject to clause 46, OCR shall not be liable to You for:
    1. loss of business or profits or revenue;
    2. loss of goodwill or reputation; or
    3. any indirect, special or consequential loss or damage as generally understood under the laws of England and Wales whether foreseeable or not and whether or not the possibility of the same occurring was made known to the other party.

49. You shall during the term of this Agreement:
    1. comply with all applicable laws, statutes and regulations relating to anti-bribery and anti-corruption including but not limited to the UK Bribery Act 2010 ("Relevant Requirements");
    2. not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK;
    3. notify OCR (in writing) if You become aware of any breach of this clause 50 or have reason to believe that You have received a request or demand for any undue financial or other advantage in connection with the performance of this agreement.
50. Any breach of clause 49 shall be deemed a material breach under clause 52.

51. Either party may terminate this Agreement on 30 days’ written notice to the other, except that where You have already made entries for a series prior to the notice to terminate, this Agreement shall continue until all post-test services have been completed for STEP; but You shall not be entitled to make further entries during this extended period.
    
    
52. Without limiting any other right or remedy available to it under this Agreement or at law, either party may immediately terminate this Agreement with immediate effect by giving written notice to the other party if the other party:
    1. makes any voluntary arrangement with its creditors or becomes subject to an administrative order; or
    2. goes into liquidation (except for the purposes of an amalgamation or reconstruction and in such manner that the organisation resulting therefrom effectively agrees to be bound by or assume the obligations imposed on the other party under this Agreement); or
    3. commits a material breach of any term of this Agreement and (if such breach is remediable) does not remedy that breach within 30 days after being notified in writing to do so; or
    4. repeatedly breaches any of the terms of this Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Agreement; or
    5. ceases, or threatens to cease, to carry on business.
53. Without limiting any other right or remedy available to it under this Agreement or at law, OCR may terminate this Agreement with immediate effect by giving written notice to You if:
    1. You fail to pay an invoice within 30 days from invoice date and remain in default not less than 30 days after being notified in writing to make such payment; or
    2. there is a Change of Control, which results in a competitor of OCR obtaining an interest in You. For the purposes of this clause 53, 'Control' means a change in the direct or indirect ownership of more than 50% of the voting power on the board or membership of Your organisation.
54. OCR may terminate this Agreement with immediate effect by giving You written notice where You (including Your staff and/or representatives) bring or, in OCR’s sole opinion, are likely to bring, OCR, or any Affiliate or STEP into disrepute, including but strictly not limited to, instances of alleged and/or confirmed malpractice or maladministration, dishonesty, centre practices that do not comply with the letter and spirit of the Rules and/or Directions on delivery and administration of STEP, findings from investigations and centre visits, legal claims, actions and proceedings, media coverage, correspondence and threats or actions against OCR staff and/or representatives (including abuse, intolerance or refusal to engage with OCR staff due to the OCR staff having a protected characteristic under the UK Equality Act 2010).
    
    
55. Upon termination of this Agreement:
    1. all outstanding fees shall become due and payable;
    2. each party shall honour any outstanding obligations due to the other in respect of Candidates registered with Your centre at the date of termination, and shall each take all reasonable steps to mitigate the effect on Candidates, including, in the case of Your centre, identifying suitable alternative centres for the purposes of STEP;
    3. the Logo Licence identified in Schedule 1 shall terminate;
    4. clauses which expressly or by implication have effect after expiry or termination shall continue in full force and effect;
    5. You shall cease use of password protected websites and programmes granted under this Agreement;
    6. OCR shall be entitled to conduct investigations and/or hearings in compliance with the applicable malpractice rules and procedures, including new investigations and/or hearings brought to OCR’s attention after the termination of this Agreement, relating to Your or Your staff’s conduct during the term of this Agreement, and You shall assist with these investigations in good faith; and
    7. subject as otherwise provided herein and to any accrued rights, remedies, obligations and liabilities of the parties as at termination which shall not be affected (including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination), neither Party shall have any further obligation to the other under this Agreement.

56. This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with English law.
    
    
57. In the event of a dispute or claim, the parties shall act in good faith to resolve the dispute amicably. Should the parties be unable to resolve the dispute or claim amicably, they shall refer it to the courts of England and Wales, which shall have exclusive jurisdiction.

58. You may not, without the prior written consent of OCR, assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under this Agreement. OCR may assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under this Agreement.
    
    
59. In the event a party is prevented from performing its obligations by a force outside of its reasonable control ("Force Majeure Event"), it shall immediately inform the other party of the nature and extent of the Force Majeure Event, and neither party shall be in breach of this Agreement as far as their breach is the result of the Force Majeure Event
    
    
60. Any notices under this Agreement shall be valid if served:
    1. To You via any of Your centre contact details as provided to OCR;
    2. To OCR via the Customer Support Centre.
61. OCR is subject to the Freedom of Information Act 2000, and OCR acknowledges that You may also be subject to the Freedom of Information Act 2000. Where a Freedom of Information request is validly made to either party, in respect of information pertaining to this Agreement, the other party shall offer all reasonable assistance to that party to enable that party to respond.
    
    
62. Nothing in this Agreement shall be construed to imply a partnership, or employer and employee or principal and agent relationship between the parties and neither party shall have any right, power or authority to create any obligations, express or implied on behalf of the other.
    
    
63. No person who is not party to this Agreement shall have any right under the UK Contracts (Rights of Third Parties) Act 1999 to enforce any terms of this Agreement.
    
    
64. If OCR does not, or delays in, exercising any right or remedy under this Agreement, it does not constitute a waiver of any other right or remedy OCR may have.
    
    
65. Nothing in this Agreement shall oblige OCR to confer, maintain or reinstate centre approval on You, at any time.
    
    
66. If there is an inconsistency between the clauses or Schedules respectively, the provisions in the clauses shall prevail in preference to the Schedules.