1.1 In these terms and conditions, the following shall have the following meanings:
"Bureau Scoring Service" means a mail-in service which provides scoring of test instruments;
"Client" means any person or organisation purchasing OPP's Materials or the Registered User using OPP's Materials;
"Guidelines" means the OPP Guidelines for Ethical Use of Tests and Questionnaires, a current copy of which is available upon request, and viewable here.
"Materials" means test and training materials, including Restricted Materials, whether printed materials or recorded on any other medium (such as video, DVD, CD-ROM or other software program);
"OPP Group" means IPAT Inc., OPP Denmark ApS and OPP Limited, and any other companies bought or set up by either IPAT Inc or OPP Limited in the future;
"Registered User" means a person who has successfully completed an OPP learning programme, or other training recognised by OPP, and who has been approved by OPP to be registered to use the Materials;
"Restricted Materials" means any psychometric tests or materials (including questionnaire booklets, score keys and weights, answer sheets and profile sheets) that, at the time of purchase, are identified as restricted in the current catalogue, in OPP's sales literature, on the website or on the tests or materials themselves;
"Trademarks" means all the registered and unregistered trademarks used by OPP in the course of business.

1.2 The headings in these terms and conditions are for convenience, and do not affect their interpretation.

1.3 OPP reserves the right to change these terms and conditions at any time without prior notice to you, so please check them regularly.

1.4 In the event of any conflict between these terms and conditions (as displayed on our website) and those in our catalogue or elsewhere, these terms and conditions (as displayed on our website) shall prevail.

2 Changes to products, services and prices

Prices and specifications of Materials and services are correct at the time of publication in OPP's current catalogue or other relevant literature, but are subject to change without notice. Materials and services may also be withdrawn without notice.

3 Supply of product

Where the Client's business is based outside Europe, please note that qualification in the use of certain instruments does not automatically mean that OPP will be able to supply the Client with such instruments.

4 Use of the Materials

4.1 Purchases of Restricted Materials must be made by or on behalf of an identified Registered User who is qualified to use the Restricted Materials and has registered with OPP in accordance with its registration procedures.

4.2 In order to be registered, a user must have successfully completed appropriate training approved by OPP, details of which are set out in the current catalogue and viewable at www.opp.eu.com.

4.3 To establish which Materials an individual is qualified to purchase, a registration form must be completed and returned to OPP.

4.4 Restricted Materials must be used in compliance with the Guidelines. The Guidelines may be changed from time to time to reflect the most recently accepted practices. OPP reserves the right to refuse to supply Restricted Materials if a Client fails to comply with the Guidelines.

5 Ordering

5.1 Any order placed by the Client will be deemed to be an offer by the Client to purchase the Materials subject to these terms and conditions.

5.2 No order placed by the Client will be deemed accepted by OPP until:

(a) delivery of the Materials to the Client; and,

(b) if requested by OPP the Client provides either:

(i) a written confirmation of the order; or,
(ii) an official purchase order.

5.3 When ordering Restricted Materials, the Client must quote the name of the Registered User and his or her registration number. Orders may be refused if the delivery address is not that relating to a Registered User.

5.4 Where the materials ordered include computer software, the Client accepts that it is entitled to use the software only in accordance with the applicable software licence (the terms of which are incorporated into these Terms of Business), a copy of which is available upon written request.

6 Dispatch of orders

Subject to availability, OPP normally dispatches standard (non-personalised) Materials within 24 hours of receipt of any order that OPP accepts. However, under no circumstances will the Client be permitted to cancel the order for non- or late delivery unless the procedure in clause 11 (Claims) has been followed.

7 Shipping and packaging

Standard delivery charges to cover postage and packaging will apply to all Materials other than computer-scored reports; if the Client requires guaranteed next day delivery or delivery outside the UK, please contact OPP's Customer Support Team.

8 Orders for non-stock items

Orders for Materials that do not appear in the OPP catalogue or website are priced on a case-by-case basis. Please contact OPP's Customer Support Team for a quotation. Dispatch of non-stock items is normally possible within four weeks.

9 Value Added Tax

9.1 The following is OPP's best interpretation of the current law governing VAT on OPP Materials, but OPP reserves the right to correctly apply VAT should this interpretation prove incorrect or be superseded.

9.2 For sales within the UK, OPP is required to add VAT at the standard UK rate to the cost of all products or services that are not zero-rated.

9.3 The following rules currently apply to sales of products delivered outside the UK:

(a) For sales outside the EU, VAT will not be charged.
(b) For sales within the EU to VAT-registered traders, all products will be zero-rated provided OPP has knowledge of the customer's VAT number at the time of ordering. This applies wherever the goods are delivered to, provided they are not for delivery in the UK.
(c) For sales within the EU to non-VAT-registered traders or to individuals, VAT will be chargeable at the UK rate.

10 Payment

10.1 If a Client is not an authorised account holder, all orders must be paid for in full prior to shipment.

10.2 At a Client's request, or where an order is sent in without a cheque or credit card details, OPP will issue a pro-forma invoice against which payment may be made. When full payment is received, OPP will process such orders and provide the Client with an official, receipted invoice.

10.3 Where OPP has quoted a price for a programme in euro (€), US dollars ($) or any other currency, the price shall be paid in accordance with the currency set forth on the invoice.

10.4 Generally, credit accounts will only be offered to registered institutions and major corporate clients (subject to credit approval). Payment terms on these accounts will be 30 days from the invoice date. Authorised account holders will be required to supply an official purchase order or written confirmation. OPP reserves the right to request pre-payment for low-value orders below £250. Where the order is telephoned to the Customer Support Team, please send the official purchase order or written confirmation (clearly marked "Confirmation of telephone order") to OPP on the same day, preferably by fax on +44 (0)1865 557483, or by first-class post. Orders will only be processed on receipt of written confirmation. Any written orders not clearly marked "Confirmation of telephone order" will be processed as new orders.

10.5 It is a condition of sale that ownership of Materials does not transfer to the Client until full payment is received by OPP in respect of the Materials and any other sums which are or which become due to OPP from the Client on any account. If payment is not received by its due date, OPP may repossess any Materials that have not been paid for.

10.6 OPP reserves the right to charge interest and costs of recovery in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 (as amended).

11 Claims

11.1 All claims should be made in writing to OPP's Customer Support Team, quoting the invoice and customer account numbers:
(a) Within three days of receipt of Materials in respect of damage or discrepancies between Materials ordered and Materials received;
(b) Within 21 days of dispatch in respect of non-delivery;
(c) Within one calendar month of dispatch in respect of defective Materials.

11.2 OPP's liability for non-delivery, incorrect delivery, or delivery of defective Materials will be limited, at OPP's option, to replacement of the Materials free of charge or to a refund of the price of such Materials together with the price paid by the Client for the original delivery.

12 Return for refund or credit

12.1 OPP will not accept any Materials for return without prior notice. To arrange return of Materials, contact the Customer Support Team, give the reason for the return and obtain a returns authorisation. OPP will not accept any Materials for return unless the Client contacts OPP's Customer Support Team within one calendar month of dispatch by OPP.

12.2 In no circumstances will OPP accept any Materials for return that are received more than two weeks from the date of returns authorisation, nor will any refund or credit be made in respect of Materials received by OPP in a damaged or unsaleable condition. OPP recommends that Clients send Materials by traceable means as, in cases of dispute over receipt of returned Materials, clients will be expected to provide proof of receipt by OPP.

12.3 OPP will not reimburse any shipping or delivery costs incurred to return Materials, unless these costs are agreed by OPP in writing prior to shipping or dispatch. In the event of return of a partial order where an initial shipping or delivery charge has been made by us, OPP will not credit this charge, but nor will OPP charge it again if additional items are dispatched to correct an OPP error.

12.4 For returns not made necessary by reasons that fall under 'Claims' above, a handling charge will be made to cover OPP's costs. This handling charge will be 10% of the returned order value, subject to a minimum charge of £10 + VAT or €15 + VAT.

12.5 OPP reserves the right to charge a handling fee as shown above on any return received without authorisation, irrespective of the reason for return.

13 Change of address or employer

If the Client changes address, or employment, the Client must inform OPP's Customer Support Team as soon as practically possible.

14 Client's obligations

The Client represents, warrants and undertakes that:

14.1 In the event that the Client is not also a Registered User, they shall ensure that only a Registered User uses the Restricted Materials, that they remain at all times in the possession and under the control of the Registered User and that the Registered User complies with the Guidelines;

14.2 The Client shall not, and shall ensure that the Registered User shall not, license, lend, exchange, give or otherwise dispose of Restricted Materials to third parties or act as agent, distribution channel or stockist of the Restricted Materials, other than providing them to individuals in order for those individuals to be assessed under the Registered User's supervision;
and shall indemnify OPP fully in the event that OPP or OPP's licensors suffer any losses, claims, liabilities, damages, expenses or costs as a result (whether direct or indirect) of any breach by the Client of such warranties and undertakings.

14.3 All Registered Users shall be required, in using OPP's Restricted Materials and Materials to verify any local requirements and/or restrictions on using psychometric tests in general and the Restricted Materials and Materials in particular, in that jurisdiction, whether imposed by law, regulation or by a local regulatory or governmental body. Where any local requirements and/or restrictions exist that alter the criteria for, or prevent, use of Restricted Materials or Materials within a particular jurisdiction, it shall be the responsibility of the Registered User to ensure that it fully complies with any and all such local requirements and/or restrictions. Where any individual or entity uses Restricted Materials or Materials in a particular jurisdiction in contravention of any local requirements and/or restrictions, whether knowingly or inadvertently, such individual or entity shall be solely responsible and liable for such use and shall hold harmless and indemnify the OPP Group in respect of any loss or claim by a third party against OPP arising from such. Further, in the event that a Registered User has failed to ensure that any Restricted Materials or Materials may be legitimately used within a particular jurisdiction and subsequently purchases Restricted Materials or Materials for use in that jurisdiction, such Registered User shall be liable for the costs thereof and the OPP Group shall bear no responsibility or liability for return of such Restricted Materials or Materials or the reimbursement of any associated costs.

15 Intellectual property

15.1 All OPP's products are protected by intellectual property rights (including trademarks, copyright, patents and design rights) and rights of confidence. Reproduction of these products in whole or in part, in any form, or their storage in a database or retrieval system, by any process, is prohibited except where expressly permitted by law or by licence.

15.2 The Client shall not reproduce, copy, vary or adapt the Materials by any means or in any way whatsoever, or enter or convert the same into any kind of information storage or retrieval system, including but not limited to any form of electronic or computer system.

15.3 The contents of OPP's methods of scoring and processing results are secret and confidential and the Client must not disclose them to any third party.

15.4 OPP is bound by OPP's author and distribution contracts to take prompt legal action against anyone who infringes OPP's copyrights or its authors' copyrights.

15.5 The Client may not make use of data collected by means of Restricted Materials to create products for commercial sale or other commercial exploitation.

15.6 Copyright infringement of Restricted Materials damages the professional standards and credibility of the instruments themselves and the individuals who are using them. Also, loss of revenue ultimately means that fewer resources can be devoted to the continued development of the instruments. OPP urges all OPP test users to cooperate by ensuring that no copyright infringements occur within their own organisation.

15.7 The Client acknowledges that the Trademarks are the property of OPP, or OPP's licensors, and that use of the Trademarks by the Client will at all times be in keeping with these Terms of Business, and the Client will seek to maintain their distinctiveness and reputation.

15.8 The Client shall not use any mark or name confusingly similar to the Trademarks in respect of goods similar to the Materials.

16 Research and permissions

All Materials in OPP's catalogue and on OPP's web site are protected by copyright. Therefore if the Client wishes to modify or quote them in research projects etc, the Client will need to apply for permission. Please contact OPP's Legal Team for details of the correct procedure.

17 Bureau Scoring Service

17.1 Where a Client's purchase of Materials includes the provision by OPP of a computer-scored report, then the following shall apply:

(a) Although OPP will use its reasonable endeavours to ensure the reports are complete and accurate, OPP makes no warranty in this regard; and
(b) Reports from OPP's Bureau Scoring Service will be dispatched to the Registered User normally within two working days (three working days for Benchmarks or SKILLSCOPE reports) of receipt of the completed answer sheet(s); and
(c) The Client shall indemnify OPP in respect of any claims made by a third party against OPP or OPP's licensors in relation to the provision of the computer-scored reports to test-takers without appropriate feedback.

17.2 The Client shall not:

(a) Use software purchased from OPP to provide Bureau Scoring Services to third parties; or
(b) Create its own software for the provision of Bureau Scoring Services, or
(c) Purchase Bureau Scoring Services for the scoring and reporting of OPP Materials from any entity outside the OPP Group.

18 Liability

OPP's liability arising under or as a result of the provision or use of the Materials, whether in contract, tort, breach of statutory duty or otherwise, will not exceed the price paid by the Client for such Materials and their delivery. Nothing in these terms and conditions will exclude or limit OPP's liability for death or personal injury, or for any fraud on OPP's part, or for any liability that cannot be excluded by law. Subject to the foregoing sentence OPP will not be liable for any indirect or consequential loss, loss of business, profit, revenue, data or goodwill, or for lost or wasted management time or the lost time of other employees arising from the Client's use of the Materials (whether direct or indirect).

19 Exclusions

Any condition, representation or warranty that might otherwise be implied or incorporated within these terms and conditions by reason of statute or common law or otherwise is hereby expressly excluded to the fullest extent permitted by law.

20 Variation

20.1 OPP will only supply the Materials in accordance with these conditions, to the exclusion of all other terms and conditions, including any that the Client attempts to apply under any purchase order, confirmation of order or any other document.
20.2 No variation of these terms and conditions requested by the Client shall be effective unless in writing and signed on behalf of OPP by one of its directors.

21 Governing law and jurisdiction

These terms and conditions are governed by English law and you agree you will only sue us in the courts of England. The place of performance of the contract will be England.

Terms and Conditions of Use of OPPassessment

There are separate terms and conditions of use for our electronic platform, OPPassessment. These are available to view online and users will be asked to accept the terms before accessing the service.