TERMS AND CONDITIONS OF EXAMINATION / CERTIFICATION CENTRE
These Terms and Conditions (“Terms”) are established by International Centre for Industrial Transformation Limited (“INCIT”) in respect of the Examination / Certification Centres for the Covered Programmes, and is intended to govern the behaviour and conduct of Approved Examination / Certification Body in its conduct of Examinations under the Covered Programmes training course.
1. DEFINITIONS
1.1
In these Terms the following words and expressions have the following meanings:
“Approved Examination/Certification Body” means a Partner which is authorised by INCIT to operate Examination/Certification Centres and to conduct the Examinations for the Covered Programmes for individuals who have completed the Training as described in Training and Examination Centre Agreement.
“Covered Programmes” shall initially mean the SIRI Assessor Certification Scheme and COSIRI Assessor Certification Scheme, and may include any other INCIT Programmes which the Parties mutually agree in writing from time to time to be part of the “Covered Programmes” under this Agreement.
“Derivative Works” means any work product, works of authorship, methods of doing business, sound recordings, pictorial reproductions, drawings, graphic representations, deliverables, improvements, innovations, discoveries and inventions conceived, made or reduced to practice by the Approved Examination/Certification Body in the course of conducting the Covered Programmes, and/or of which are developed, generated or produced by the Approved Examination/Certification Body or other third parties using the Examination Materials.
“Examinee Data” means all data of the Examinees, including Personal Data, collected by the Approved Examination / Certification Body in the course of or in connection with the Training and Examination Centre Agreement, these Terms, and its conduct of the Examination; “Examination Materials” shall mean all questionnaires, examination questions, assessment rubrics, and any other materials (in any medium) used by the Examination / Certification Centre to conduct the Examinations.
“Governmental Authority” means any national, state, local, supranational or foreign government or other national, state, local, supranational or foreign governmental authority, body, agency or instrumentality entitled to exercise any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power.
“Personal Data” shall have the meaning ascribed to it under the personal data protection laws applicable in the relevant situation (for the avoidance of doubt, even if they use a different term with a similar meaning, such as “personal information” or “personally identifiable information”).
“Training and Examination Centre Agreement” means the separate agreement between the Approved Examination / Certification Body and INCIT to which these Terms are attached.
2. RELATIONSHIP WITH AGREEMENT
2.1
The Examination / Certification Centre acknowledges that these Terms should be read, interpreted and construed together with the Training and Examination Centre Agreement and the other Applicable Terms
2.2
Any defined term used herein shall, unless the context otherwise provides, have the same meaning ascribed to that term in the Training and Examination Centre Agreement.
3. OBLIGATIONS OF EXAMINATION / CERTIFICATION CENTRE
General
3.1
In the conduct of all Examinations, the Approved Examination / Certification Centre Body shall:
(a)
ensure that any software used or provided by the Approved Examination / Certification Centre Body for the conduct of the Examinations shall be approved by INCIT prior to the use of the software for any Examinations;
(b)
conduct the Examinations using only the most up-to-date version of the Examination Materials approved and provided by INCIT to the Approved Examination / Certification Centre Body;
(c)
conduct the Examinations with integrity, and with all due care, skill and ability;
(d)
at all times, conduct itself in such a manner that upholds the good name, image and reputation of INCIT, and in particular, the Approved Examination / Certification Centre Body shall not make any statement or engage in any conduct which is likely to damage or bring into disrepute the name, image, and/or reputation of INCIT;
(e)
not hold themselves out to be an agent or representative, or any other person having authority to incur any obligations or liabilities whatsoever binding on INCIT;
(f)
be truthful at all times in any communication with Examinees, and shall not make any representations or statements that the Approved Examination / Certification Centre Body does not know or does not reasonably know to be true;
(g)
in the event of any doubt as to any matter relating to the conduct of the Examinations, or in its dealings with Examinees, seek guidance from INCIT;
(h)
not represent itself as being affiliated with INCIT in any way other than when conducting Examinations;
(i)
shall not issue any examination certificates other than that is issued directly by INCIT;
(j)
comply with all guidelines, regulations, and ad-hoc instructions and directions from time to time notified to it by INCIT in respect of the development and use of the Examination Materials and the conduct of the Examinations; and
(k)
notify INCIT immediately on any changes to the Examiners in its employment, including their names and CSA Licence numbers.
3.2
The Approved Examination / Certification Centre Body may publish the dates on which it intends to conduct a sitting of the Examination (“Scheduled Examination”) on the Covered Programmes Trainees Portal. The Approved Examination / Certification Centre Body shall ensure that all Scheduled Examination dates are published on the Covered Programmes Trainees Portal and available for registration at least one (1) months prior to the date of the Scheduled Examination. INCIT shall, through the Covered Programmes Partners Portal, allow the Approved Examination / Certification Centre Body to register Examinees for the Scheduled Examination.
3.3
Each sitting of the Examination shall be conducted in two (2) parts, comprising: (i) a written examination; and (ii) an oral examination. Each of the two (2) parts shall be given equal weightage. The Examination shall be graded on the basis of a maximum possible score of 100 points.
3.4
In respect of each sitting of the Examination, the Approved Examination / Certification Centre Body shall ensure that:
(a)
in respect of the oral component of the Examination, contemporaneous notes containing details of the Examinee’s responses to the questions are recorded by each examiner conducting the oral examination;
(b)
all oral examinations are conducted with at least two (2) Examiners;
(c)
all completed written examination papers and contemporaneous notes recorded in respect of oral examinations are retained for a period of at least two (2) years from the date of the Examination;
(d)
the score awarded to each Examinee is provided to INCIT no later than thirty (30) days from the date of the Examination, accompanied by such other information and/or documents as INCIT may from time to time require;
3.5
Following each sitting of the Examination, the Approved Examination / Certification Centre Body shall collect anonymised feedback from each Examinee on the conduct of the Examination in such form or containing such questions as INCIT may from time to time require.
Development and Use of Examination Materials
3.6
The Approved Examination / Certification Centre Body shall:
(a)
develop no fewer than (i) 10 Multiple Choice Questions; and (ii) 2 case studies based on the latest version of the Covered Programmes framework (comprising process improvements, technology, and organisational impacts) (the “Exam Centre Submissions”) each year
(b)
provide the Exam Centre Submissions to INCIT no later than the last day of October of each calendar year.
(c)
ensure that the Exam Centre Submissions meet such guidelines, directions or other instructions as issued by INCIT from time to time. For the avoidance of doubt, the Approved Examination / Certification Centre Body shall not be deemed to have complied with its obligations in Section 3.6(a) unless and until the Exam Centre Submissions have been approved by INCIT.
3.7
Any change request, or improvement of the Examination Material should be sent to [email protected] with the heading “R2H- Requirement to INCIT headquarter”, setting out the proposed changes. The proposed changes will be discussed in good faith with the Approved Examination / Certification Centre Body. INCIT will, in its sole discretion, but at all times taking into account the opinion of the Approved Examination / Certification Centre Body, decide whether the proposed changes will be incorporated into INCIT’s Training Centre for Certified Covered Programmes Assessor Programme or subsequent Examination Material.
3.8
The Approved Examination / Certification Centre Body shall only be permitted to use the Examination Material solely for the purposes of conducting the Examinations. The Approved Examination / Certification Centre Body shall not be permitted to use the Examination Materials or any part thereof for commercial use other than as authorised in the Agreement.
3.9
The Approved Examination / Certification Centre Body shall use only such Examination Materials which have obtained the prior approval of INCIT in its conduct or grading of any Examination. If the Approved Examination / Certification Centre Body makes any modification or amendments to the Examination Material after it has been approved by INCIT, the use of the modified / amended Examination Material shall be subject to INCIT’s approval.
3.10
The Approved Examination / Certification Centre Body shall only be permitted to share the Examination Materials with the Examiners, provided that the Approved Examination / Certification Centre Body procures that each Examiner:
(a)
does not use the Examination Material for any purpose other than to conduct the Examinations or grade Examinees’ performance in the Examinations;
(b)
does not copy, reproduce or otherwise distribute the Examination Material to any third party; and
(c)
does not make commercial use of the Examination Material (i.e. exchange the Examination Materials for any consideration, whether in cash or in kind).
3.11
The Approved Examination / Certification Centre Body shall not be permitted to copy, reproduce or distribute any Examination Material or any part thereof with any third party other than as authorised under these Terms. For the avoidance of doubt, the Approved Examination / Certification Centre Body is not permitted to copy, reproduce or distribute any Examination Material or any part thereof with the Approved Examination / Certification Centre Body’s Affiliates.
Examination Fees
3.12
The Approved Examination / Certification Centre Body may, in its sole discretion, charge such fees to the Examinee for each sitting of the Examination as the Approved Examination / Certification Centre Body may see fit, provided always that the fees chargeable to each Examinee per sitting of the Examination by the Approved Examination / Certification Centre Body shall be no less than the price set out in the Global Recommended List Price in respect of the Approved Examination / Certification Centre Body for Certified Covered Programmes Assessor Programme.
Certification Process
3.13
In respect of each Examinee who has successfully passed the Examination (“Successful Examinee”), INCIT shall provide the Approved Examination / Certification Centre Body with:
(a)
A personalised CSA Agreement in respect of each such Successful Examinee; and
(b)
A personalised certificate certifying the Successful Examinee’s completion and passing of the Examination, such certificate to be signed by a representative of each of INCIT and the Approved Examination / Certification Centre Body (“Certificate”)
3.14
The Approved Examination / Certification Centre Body shall:
(a)
procure that each Successful Examinee executes and delivers to it a copy of the CSA Agreement duly signed by the Successful Examinee;
(b)
collate and upload to the Covered Programmes Partners Portal the signed copies of the CSA Agreement in respect of each Successful Examinee; and
(c)
deliver the personalised Certificate to each Successful Examinee.
4. OBLIGATIONS OF INCIT
4.1
INCIT shall provide the Approved Examination / Certification Centre Body with the Examination Materials for the purposes of the conduct of the Examinations. INCIT reserves the right to make any amendments, modification or variation to the Examination Materials from time to time. INCIT shall notify the Approved Examination / Certification Centre Body of any such amendments, modification or variation of the Examination Material
5. AUDIT AND INFORMATION RIGHTS
5.1
Provided always that INCIT shall give no less than one (1) month’s prior notice of its intent to conduct an audit, the Approved Examination / Certification Centre Body shall allow INCIT or any of its representatives access to the Examination / Certification Centre to:
(a)
observe the Approved Examination / Certification Centre Body’s conduct of the Examination,
(b)
inspect, in respect of any number of Examinees, any completed examination papers, and contemporaneous notes made by examiners during the oral examination; and
(c)
to generally monitor the Approved Examination / Certification Centre Body’s performance of its obligations under the Agreement.
5.2
The Approved Examination / Certification Centre Body shall, no later than one (1) month after the end of each calendar quarter, provide a report containing the following information:
(a)
the number of Examinations held and number of Examinees examined by that Approved Examination / Certification Centre Body in the relevant quarter;
(b)
a summary of feedback from Examinees collected after each sitting of an Examination (the summary shall be provided in an anonymised form and without including any information which would allow INCIT to identify the Examinees who provided the feedback);
(c)
a summary of feedback or requests of INCIT from the Approved Examination / Certification Centre Body in relation to the Examinations held in the relevant quarter; and
(d)
any other requests or comments from the Approved Examination / Certification Centre Body, including any request for opening new branches of that Approved Examination / Certification Centre Body or comments on the overall development of the Examinations.
6. DATA PROTECTION, CONFIDENTIALITY AND MANAGEMENT
Data Protection:
6.1
Each Party shall only be responsible for its own compliance with all applicable laws regarding the protection of Personal Data, and other laws, regulations and industry standards applicable to the collection, use, storage, processing and disclosure of Personal Data.
6.2
The Parties acknowledge and agree that each of them has, with respect to its collection, use, processing and disclosure of Personal Data pursuant to these Terms, determined the respective purposes and means of its activities itself. No Party processes any Personal Data on behalf of the other Party. While the Examination / Certification Centre is under an obligation to disclose certain Personal Data to INCIT pursuant to these Terms, no Party shall be entitled to give instructions to the other Party with regard to the other Party’s collection, use and disclosure of Personal Data.
6.3
Based on its legitimate interests, INCIT will collect, use and disclose Personal Data of Examiners and Examinees (i) which the Approved Examination / Certification Centre Body will disclose to INCIT, or (ii) to which the Approved Examination / Certification Centre Body will grant access to INCIT. The Approved Examination / Certification Centre Body shall inform the Examiners and Examinees that INCIT collects, uses and/or discloses their Personal Data based on INCIT’s legitimate interests and that information about INCIT’s collection, use and disclosure of their Personal Data can be found in the privacy policy available on INCIT’s website.
6.4
The Approved Examination / Certification Centre Body represents and warrants that any Personal Data that it will be or is disclosing to INCIT is accurate. This applies particularly to the Personal Data of Examinees which the Approved Examination / Certification Centre Body discloses to INCIT via the Covered Programmes Partners Portal. Further, the Approved Examination / Certification Centre shall give INCIT notice in writing as soon as is reasonably practicable should it be aware that any Personal Data it disclosed to INCIT has been updated/and or changed after its disclosure to INCIT. The Approved Examination / Certification Centre Body will promptly and fully notify INCIT in writing if any Personal Data has been disclosed in breach of this Clause.
6.5
The Approved Examination / Certification Centre Body agrees to indemnify and hold harmless INCIT and any of its affiliates and each of their respective officers, directors, employees, agents and advisors (each an “INCIT Indemnified Party“) from and against any and all liability, expenses, costs, penalties, fines or other losses incurred by any INCIT Indemnified Party based on (i) the Approved Examination / Certification Centre Body’s collection, use and/or disclosure of Personal Data, and/or (ii) the Approved Examination / Certification Centre Body’s infringement of any obligation set out in Clause 6.
Confidentiality
6.6
The Approved Examination / Certification Centre Body shall hold, and where relevant, shall ensure that each of its employees shall hold in confidence, all Examination Material made available to it in accordance with these Terms for the duration of the Agreement, and after its expiry.
7. INTELLECTUAL PROPERTY
7.1
The Approved Examination / Certification Centre Body acknowledges that:
(a)
all Intellectual Property rights in and to the Covered Programmes Partners Portal, the Covered Programmes Trainees Portal, Examination Materials, and the Exam Centre Submissions are owned by INCIT and shall remain with INCIT; and
(b)
no right, title or interest in and to the Covered Programmes Partners Portal, the Covered Programmes Trainees Portal, the Training Materials, and the Exam Centre Submissions is transferred, assigned or otherwise conveyed under these Terms to the Approved Examination / Certification Centre Body or any other party other than as expressly provided in the Agreement;
(c)
it has no rights to market, distribute, sell or license the Covered Programmes Assessor Training Course, the Covered Programmes Partners Portal, the Covered Programmes Trainees Portal, Examination Materials, or the CSA Programme other than as contemplated under the Agreement or to use or copy Covered Programmes in full or in part for its own business or other commercial purposes.
Derivative Works
7.2
The Approved Examination / Certification Centre Body hereby agrees to assign, and does hereby assign, to INCIT, all worldwide right, title and interest in and to the Derivative Works, and all Intellectual Property Rights in and to the Derivative Works.
7.3
During and after the term of the Agreement, the Approved Examination / Certification Centre Body shall, upon INCIT’s request, execute additional documentation confirming INCIT’s sole ownership of the Derivative Works and all Intellectual Property Rights thereto; and to the extent the Approved Examination / Certification Centre Body does not do so, the Approved Examination / Certification Centre Body hereby authorizes officers of INCIT to sign such documents on the Approved Examination / Certification Centre Body’s behalf.
7.4
To the extent that the Approved Examination / Certification Centre Body has Intellectual Property Rights of any kind in any pre-existing works which are incorporated in any Derivative Works, the Approved Examination / Certification Centre Body hereby grants to INCIT a royalty-free, irrevocable, world-wide, perpetual, non-exclusive license (with the right to sublicense) to make, have made, copy, modify, make derivative works of, use, sell, license, disclose, publish, or otherwise disseminate or transfer such subject matter.
Exam Centre Submissions
7.5
The Approved Examination / Certification Centre Body acknowledges that all Intellectual Property Rights in and to the Exam Centre Submissions shall irrevocably assigned to and shall be owned by INCIT and that INCIT shall be entitled to use, reproduce, disclose, and otherwise exploit the Exam Centre Submissions without attribution, payment or restriction, including to improve the Covered Programmes Partners Portal, the Covered Programmes Trainees Portal, the Examination Materials and/or the Covered Programmes Assessor Training Course and to create other products and/or services. The Approved Examination / Certification Centre Body irrevocably and unconditionally waives all moral rights, rights of publicity, rights of privacy, and any other similar rights (whether presently existing or in the future created) conferred under the laws of any country in the world relating to the Exam Centre Submissions to which it is or may be entitled.
7.6
For the avoidance of doubt, the Approved Examination / Certification Centre Body hereby confirms and acknowledges that all Intellectual Property rights in and to the Exam Centre Submissions shall vest in INCIT and the Approved Examination / Certification Centre Body shall not in any way, dispute or question the ownership by INCIT of any such rights
7.7
In the event such assignment to INCIT is invalid for any reason, the Approved Examination / Certification Centre Body hereby irrevocably grants to INCIT a perpetual, paid-up, royalty-free, non-exclusive, worldwide, irrevocable, freely transferable, sub-licensable right and license to use, reproduce, perform, display, and distribute the Exam Centre Submission and to adapt, modify, re-format, and create derivative works from the Exam Centre Submission for any purpose
7.8
The Approved Examination / Certification Centre further agrees to provide INCIT with such assistance as INCIT may reasonably require to document, perfect, or maintain INCIT’s rights in and to the Exam Centre Submission, and acknowledges that the Company shall be entitled to, and shall treat any Exam Centre Submission as non-confidential and non-proprietary.
7.9
The Approved Examination / Certification Centre warrants that:
(a)
that it has or will have the right to grant to INCIT the respective rights specified under these Terms;
(b)
that the Exam Centre Submissions submitted to INCIT are its original work or ideas or are otherwise obtained by the Approved Examination / Certification Centre in a lawful manner;
(c)
that the use by INCIT of the Exam Centre Submissions will not result in the infringement by INCIT of the Intellectual Property Rights of any third party.
7.10
The Approved Examination / Certification Centre undertakes that it shall, as and when required by INCIT, from time to time do all acts and execute such further documents as may be reasonably necessary from time to time in order to give effect to the assignment under Section 7.5 and/or to confer or vest the Intellectual Property rights in, to or in respect of the Exam Centre Submissions in INCIT.
7.11
The Approved Examination / Certification Centre warrants that
(a)
it has or will have the right to grant to INCIT the respective rights specified under these Terms; and
(b)
the use by INCIT of the Exam Centre Submissions will not result in the infringement of the Intellectual Property rights of any third party.
