IELTS REGISTRATION CENTRE CONTRACT

BRITISH COUNCIL IELTS REGISTRATION CENTRE CONTRACT

1 This Contract is between ‘British Council’ and 'Registration Centre' (both identified in the table below) for the
provision of registration of IELTS Candidates.

(The) British Council:
The Registration Centre:
'British Council' (incorporated by Royal Charter and registered as a charity, under
number 209131 in England & Wales and number SC037733 in Scotland, with its principal
office at 1 Redman Place, London E20 1JQ) and operating through its Philippines office at
7th Floor The Curve, 32nd Street corner 3rd Avenue Bonifacio Global City, Taguig
City 1634 Philippines
PETJ-MILS Educational Training Center
NTRA Phase 1 Purok 8 Lot 18 Blk 6A, New Taugtog, Botolan, Zambales 2202

Commencement Date: 1 May 2022

Long Stop Date 30 April 2023

2 Annexes form an integral part of this Contract and are hereby incorporated into this Contract.

3 Definitions

3.1 In this Contract the following definitions apply:

‘Administrative Fee’ shall have the meaning set out in Annex B.

'British Council Entities' means the subsidiary companies and other organisations Controlled by the British
Council from time to time, and any organisation which Controls the British Council (the 'Controlling Entity')
as well as any other organisations Controlled by the Controlling Entity from time to time.

'Candidate' means an individual registered by the Registration Centre for an IELTS Test offered by the British
Council in the Relevant Territory, and references to 'Candidates' shall be construed accordingly.

‘Candidate Data’ means information recorded in any form from which an individual Candidate can be identified,
which may include, without limitation, contact details, other personal information, photographs, expressions of
opinion about the Candidate.

‘Commencement Date’ means the date this contract comes into effect (see clause 1).

'Control' means the ability to direct the affairs of another party whether by virtue of the ownership of shares,
contract or otherwise (and 'Controlled' shall be construed accordingly).

'IELTS' means the International English Language Testing System jointly owned by the British Council, IDP
Education Pty Ltd (trading as IDP: IELTS Australia) and the Chancellor, Masters and Scholars of the University of
Cambridge acting through its department Cambridge English Language Assessment.

‘IELTS Test’ means a test for a qualification or certificate awarded by IELTS.

‘IELTS Test Session’ means the period during which the IELTS Tests are offered.

‘IELTS Test Sitting’ means the period in an IELTS Test Session within which a specific cohort of Candidates sit an
IELTS Test.

'Log-in Details' means the details supplied by the British Council to the Registration Centre to allow it access to its
User Account.

‘Long Stop Date’ means the date this contract terminates automatically without notice (see clause 1).

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'ORS' means the relevant version(s) of the online registration system owned and made available by the British
Council to the Registration Centre for the registration of Candidates for IELTS Tests.
'IELTS Terms and Conditions' means the all the relevant territory terms and conditions publicised to users of the
ORS as part of the IELTS Test registration process, including without limitation: the IELTS application declaration
and disclaimer, the British Council privacy policy, the payment terms for IELTS and the IELTS refund and transfer
policy.

'Paying Agent' means any British Council subsidiary entity which the British Council may from time to time appoint
as its agent to disburse payments on its behalf in the Relevant Territory.

'Services' means the services to be provided by the Registration Centre under this Contract as set out in Annex A.

‘TRFs’ means IELTS Test Report Forms

'User Account' means the individual account by which the Registration Centre has access to the ORS to complete
the registration of Candidates.

‘VAT’ means the value added tax or any similar sales tax chargeable under the law of the relevant jurisdiction of the
Registration Centre in which the Services are provided.
3.2 In this Contract:

3.2.1 without prejudice to clause 3.2.2, except where the context requires otherwise, references to:
(i) services being provided to, or other activities being provided for, the British Council.
(ii) any benefits, warranties, indemnities, rights and/or licences granted or
provided to the British Council; and
(iii) the business, operations, customers, assets, intellectual property rights, agreements, or
other property of the British Council,

shall be deemed to be references to such services, activities, benefits, warranties, indemnities,

rights and/or licences being provided to, or property belonging to, each of the British Council and
the British Council Entities and this Contract is intended to be enforceable by each of the British
Council Entities; and
3.2.2 obligations of the British Council shall not be interpreted as obligations of any of the British Council
Entities.

4 Contract for Services

4.1 This Contract and its Annexes are to be read as one document which together constitute the agreement that the
British Council has with the Registration Centre.

4.2 This Contract supersedes any previous agreement the Registration Centre may have had with the British Council
in respect of the Services (the ‘Previous Agreement’).

4.3 The parties agree that any such Previous Agreement is hereby terminated with effect from the effective date of
this Contract but acknowledge and agree that such termination shall not affect or prejudice the accrued rights of
the parties as at termination or the continuation of any provision expressly stated to survive, or implicitly surviving,
termination.

5 Duration

5.1 This Contract will take effect from the Commencement Date and:
5.1.1 unless it is prematurely terminated in accordance with the provisions of clause 14 below; and
5.1.2 provided that the Registration Centre successfully maintains its status as an accredited IELTS
registration centre through adhering to the terms set out in this Contract,
this Contract will run until the Long Stop Date when it shall terminate automatically without notice.

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6 Materials and Equipment

6.1 The Registration Centre is responsible for providing all equipment and materials necessary for the
performance of Services. The Registration Centre shall ensure that all materials provided will be of an
appropriate standard and suitable for their purpose.

7 Interference

7.1 The Registration Centre shall take reasonable care to ensure that, in the fulfillment of its obligations under this
Contract, it does not unnecessarily interfere with the operations of the British Council, its employees or any
other registration centre(s) engaged by the British Council.

8 Skill and Care

8.1 The Registration Centre undertakes to use all reasonable skill, care, and diligence in the provision of the Services.

9 Use of the ORS

9.1 Subject to the terms of this Contract, the British Council hereby grants to the Registration Centre a non-
exclusive, non-transferable, revocable, royalty-free licence to access and use the ORS solely for the registration
of Candidates.
9.2 The British Council will provide the Registration Centre with a User Account, and relevant Log-in Details, to access
and use the ORS.
9.3 The Registration Centre shall keep all the Log-in Details confidential and not disclose them to any other person or
party. The Registration Centre shall notify the British Council promptly if any Log-in Details are disclosed to any
person or party other the Registration Centre and/or if it becomes aware of anything that may compromise
the security and/or operation of the Log-in Details, User Accounts and/or the ORS.
9.4 The Registration Centre shall be responsible for all activities carried out by any person who accesses or
otherwise uses the User Account regardless of whether such activities are undertaken by the Registration Centre
or any third party.
9.5 The Registration Centre undertakes not to
9.5.1 use the ORS for any illegal purpose or any purpose other than that for which it is intended.
9.5.2 copy, record, edit, alter, or translate any part of the ORS for any purpose.
9.5.3 reverse engineer, disassemble or otherwise attempt to derive source code for the ORS, in whole
or in part, except to the extent expressly permitted by law.
9.5.4 grant access to its User Account or Candidate Data to any third parties.
9.5.5 remove, tamper with or circumvent the Log-in Details or any licence keys relating to the ORS
provided by the British Council, or use the Log-in Details or any licence keys provided by the
British Council to change, modify, delete, interfere with or misuse any files or other data created,
owned or provided by the British Council or any third party contained within, or provided as part of
the ORS;
9.5.6 interfere with or disrupt the proper operation of the ORS including, but not limited to, knowingly
or negligently transmitting files that may interrupt, damage, destroy or limit the functionality
of any computer software, hardware, systems or networks including corrupted files or files that
contain viruses, Trojans, worms, spyware or other malicious content; and/or
9.5.7 upload onto the ORS any content or data other than Candidate Data and any data specifically
requested by the British Council.
9.6 To access and use the ORS, the Registration Centre must be connected to the internet. The Registration
Centre shall be responsible for procuring all hardware, software, and telecommunications necessary to use the
ORS and the Registration Centre shall be responsible for paying all related charges, including the fees of internet
service providers.
9.7 The Registration Centre shall ensure that each Candidate understands and agrees to the IELTS Terms and
Conditions before their registration for the relevant IELTS Test is submitted.

10 Payment and Invoicing

10.1 In consideration of its provision of the Services, the British Council will arrange to pay fees to the Registration
Centre as outlined in the payment policy attached at Annex B. These fees are inclusive of any taxes, levies,
charges etc. which may be payable thereon. The British Council reserves the right to review these fees from time
to time.
10.2 The Registration Centre undertakes not to make any claims against the British Council regarding any
additional costs, expenses, or extensions beyond those specifically agreed.

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10.3 The Registration Centre undertakes not to make any claims for Administrative Fees if a Candidate cancels
their IELTS Test registration as permitted by the IELTS Terms and Conditions.
10.4 The British Council will arrange to pay all undisputed fees to the Registration Centre within 30 days from
the end of the quarter for which registrations have been made on ORS in accordance with this Contract.
10.5 The British Council shall not pay any amount over and above the fees specified under clause 8 .1 regardless
of any increase in prices of material, taxes, levies, currency rate etc.
10.6 The Registration Centre will arrange to pay to the British Council the IELTS Test Fees as outlined in the payment
policy attached at Annex B.

11 Liability, Indemnity, and Insurance

11.1 Nothing in this Contract shall exclude or restrict the liability of either party to the other for death or personal injury
resulting from negligence or for fraudulent misrepresentation or in any other circumstances where liability may
not be limited under any applicable law.
11.2 Subject to clause 11.111.1, neither party shall be liable to the other whether in contract, tort, negligence, breach of
statutory duty or otherwise for any indirect loss or damage, multiplication of compensatory damages, punitive or
exemplary damages, fines, penalties, fees costs or expenses whatsoever or howsoever arising out of or in
connection with this Contract.

11.3 Subject to clauses 11.111.1 and 11.2, the British Council’s liability to the Registration Centre in respect of any
one claim or series of linked claims under this Contract (whether in contract, tort, negligence, breach of statutory
duty or otherwise) shall not exceed an amount equal to the sum of the fees paid or properly invoiced and due to
be paid pursuant to 10.1 under this Contract, plus any late payment interest properly chargeable under the terms
of this Contract, in the twelve (12) month period immediately preceding the event which gives rise to the relevant
claim or series of linked claims.

11.4 The Registration Centre hereby undertakes and agrees to indemnify and keep and hold the British Council
indemnified and harmless from and against all claims, proceedings, damages, losses, actions, costs,
and expenses arising as a consequence of:

11.4.1 any acts, omissions, negligence, fraud or misrepresentation, breach of terms and conditions or
fault of the Registration Centre, its employees, sub- contractors, or any of them; and
11.4.2 any liability for any loss or injury (including death) or damage whatsoever caused or suffered by
the Registration Centre, its employees, sub• contractors or agents arising out of or in connection
with this Contract.

11.5 The Registration Centre is also responsible for arranging and bearing the cost of any other insurance which is
considered necessary in connection with this Contract; this includes insurance to safeguard interests of the British
Council against any third-party claims.
11.6 It is the intention of the parties to this Contract that it represents a contract for services. Accordingly, any
fees paid under this Contract are the Registration Centre's business income; the Registration Centre will be
responsible for including such fees in the accounts of its business and for paying any tax that may be due
thereon, if appropriate.
11.7 The Registration Centre is an independent Organisation and this Contract is not meant to create, nor shall it
be deemed to create, any type of employer-employee relationship, partnership, or joint venture relationship.

12 Copyright and Confidentiality

12.1 The Registration Centre will acquire no interest in the British Council's or IELTS' trade/brand name by virtue
of this Contract, or its affiliation with the British Council and the other IELTS Test partners. During the term
of this Contract, the Registration Centre may indicate, with the prior written approval of the British Council, to
the public that the Registration Centre is an:

"IELTS Registration Centre for the British Council"; or

"(Proud) Member of the British Council IELTS Partnership Programme"

Any change in either of the abovementioned strap lines must be pre-approved by the British Council in
writing. The Registration Centre undertakes that it shall not make any unauthorised use or reference to the
British Council's or IELTS' trade name, brand name or logo. Any unauthorised use of the British Council's or
IELTS' trade name, brand name or logo shall be deemed as unlawful and the British Council shall be entitled to
take legal action against the Registration Centre upon its own discretion to prevent and deal with such
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unauthorised use of the British Council's or IELTS' trade name, brand name or logo. Further, the Registration
Centre shall be liable to bear the costs regarding any damages caused by such unauthorised use of the British
Council's or IELTS' trade name, brand name or logo.
12.2 The Registration Centre shall not use, or permit any other party to use, the British Council's or IELTS' trade name,
brand name or logo in any way without the prior written agreement of the British Council. The use of the British
Council's or IELTS' trade name, brand name or logo shall not be made, displayed or advertised on any business
cards, letterheads and personal websites, business websites and social media by the Registration Centre.

12.3 The Registration Centre shall report all infringement or illegal uses of any trade mark and/or name of the British
Council of which the Registration Centre becomes aware, shall assist the British Council in obtaining protection of
such items where reasonably requested by the British Council, and acknowledges that only the British Council
shall have the right to bring any action against such infringement.

12.4 The Registration Centre hereby undertakes that it will not at any time divulge any information in relation to the
British Council or its business, method of carrying o n business or any other confidential information (the
‘ Confidential Information’) which is acquired in any way by the Registration Centre during the course of its
dealings with the British Council.

12.5 The Registration Centre shall not disclose to any third party any Confidential Information (other than in the
proper performance of the Services), without the prior written agreement of the British Council. This obligation
shall survive the termination or expiry of this Contract.

12.6 All reports, papers and other materials produced by the Registration Centre in the performance of the Services
shall belong to the British Council and the Registration Centre hereby assigns to the British Council the copyright
and all other intellectual property rights in such reports, papers and other materials.

13 Data Processing

13.1 In this clause:

13.1.1 ‘“Controller’ means a ‘controller’ for the purposes of the GDPR (as such legislation is applicable).

13.1.2 ‘Data Protection Legislation’ shall mean any applicable law relating to the processing, privacy and
use of Personal Data, as applicable to either party or the Services under this Contract, including the
Data Protection Act 2018 and/or the General Data Protection Regulation (EU) 2016/679 (GDPR),
and/or any corresponding or equivalent national laws or regulations; and any laws which implement
any such laws; and any laws that replace, extend, re-enact, consolidate or amend any of the
foregoing; all guidance, guidelines, codes of practice and codes of conduct issued by any relevant
regulator, authority or body responsible for administering Data Protection Legislation (in each case
whether or not legally binding);

13.1.3 ‘Data Subject’ has the same meaning as in the Data Protection Legislation.

13.1.4 ‘DPA’ means the UK Data Protection Act 2018.

13.1.5 ‘GDPR’ means , as applicable, the General Data Protection Regulation (EU) 2016/679 or the UK
GDPR as defined in the Data Protection, Privacy and Electronic Communications (Amendments etc)
(EU Exit) Regulations 2019 (as amended);

13.1.6 ‘Personal Data’ means the Candidate Data that are Processed under this Contract.

13.1.7 ‘Personal Data Breach’ means a breach of security leading to the accidental or unlawful
destruction, corruption, loss, alteration, unauthorised disclosure of unauthorised access, attempted
access (physical or otherwise) or access to, Personal Data transmitted, stored or otherwise
processed;

13.1.8 ‘Processing’ has the same meaning as in the Data Protection Legislation and ‘Process” and
‘Processed’ shall be construed accordingly, and

13.1.9 ‘Processor’ means a ‘processor’ for the purposes of the GDPR (as such legislation is applicable).

13.1.10 ‘Sub-Processor’ means a third party engaged by the Processor to carrying out processing activities
in respect of the Personal Data on behalf of the Processor.

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13.1.11 Supervisory Authority” means any independent public authority responsible for monitoring the
application of the Data Protection Legislation in the UK or any other member state of the European
Union; and

13.1.12 “Third Country” means a country or territory outside the UK.

13.2 For the purposes of the Data Protection Legislation, the British Council is the Controller and the Registration Centre
is the Processor in respect of the Personal Data.

13.3 Details of the subject matter and duration of the Processing, the nature and purpose of the Processing, the type of
Personal Data and the categories of Data Subjects whose Personal Data is being Processed in connection with
this Contract are set out in Annex C of this Contract.

13.4 The Registration Centre shall comply with its obligations under the Data Protection Legislation and shall, in
particular:

13.4.1 Process the Personal Data only to the extent, and in such manner, as is necessary for the purpose
of carry out its duties under this Contract and in accordance with the British Council’s written
instructions and this clause (unless otherwise required by applicable laws as referred to in 13.9);

13.4.2 implement appropriate technical and organisational measures in accordance with the Data
Protection Legislation to ensure a level of security appropriate to the risks that are presented by
such Processing, in particular from accidental or unlawful destruction, loss, alteration, unauthorised
disclosure of, or access to Personal Data, taking into account the state of the art, the costs of
implementation, the nature, scope, context and purposes of processing and the likelihood and
severity of risk in relation to the rights and freedoms of the Data Subjects;

13.4.3 ensure it has taken all reasonable steps to ensure the reliability and integrity of any employees or other
persons authorised to Process the Personal Data;

13.4.4 ensure that any employees or other persons authorised to Process the Personal Data are:

(i) subject to appropriate obligations of confidentiality, and

(ii) subject to adequate training in the use, protection and handling of personal data;

13.4.5 not engage any Sub-Processor to carry out its Processing obligations under this Agreement without
obtaining the prior written consent of the British Council and, where such consent is given, the Supplier
procuring by way of a written contract that such Sub-Processor will, at all times during the engagement,
be subject to data Processing obligations equivalent to those set out in this clause. The British Council
reserves the right during this Agreement to request evidence from the Supplier to support compliance
with this clause 13.4.5 and the Supplier shall provide such evidence within three working days;

13.4.6 assist and co-operate with the British Council as requested to ensure the British Council’s compliance
with its obligations under the Data Protection Legislation with respect to:

(i) carrying out and/or reviewing data protection impact assessments where necessary in
accordance with Article 35 of the GDPR;

(ii) implementing such technical and organisational measures to enable the British Council to
respond to requests from Data Subjects exercising their rights under the Data Protection
Legislation, which shall include but not be limited to:

(A) providing Personal Data and details of the Processing of Personal Data to the
British Council in response to Data Subjects’ exercising their rights of access; and

(B) deleting and/or rectifying Personal Data in response to a request from a Data
Subject; and

13.4.7 not Process or otherwise transfer any Personal Data to any Third Country without prior written consent
from the British Council and, where such consent is given (whether in Annex C or separately), the
Supplier shall comply with the following conditions;

(i) provide appropriate safeguards in relation to the transfer;

(ii) ensure the Data Subject has enforceable rights and effective legal remedies;
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(iii) comply with its obligations under the Data Protection Legislation by providing an adequate
level of protection to any Personal Data that is transferred;

(iv) comply with reasonable instructions notified to it in advance by the British Council with respect
to the Processing of the Personal Data; and

(v) only transfer Personal Data to the relevant Third Country where the relevant requirements
under Articles 44 to 50 of the GDPR are met.

13.4.8 notify the British Council, as soon as reasonably practicable, about any request or complaint
received by the Registration Centre or a Sub-Processor from Data Subjects without responding to
that request (unless authorised to do so by the British Council) and assist the British Council by
technical and organisational measures, insofar as possible, for the fulfilment of the British Council's
obligations in respect of such requests and complaints including where the requests and/or
complaint was received by the Registration Centre, a Sub-Processor or the British Council;

13.4.9 notify the British Council immediately on becoming aware of a Personal Data Breach.

13.4.10 assist the British Council in ensuring compliance with its obligations under the Data Protection
Legislation with respect to security, Personal Data Breach notifications, impact assessments and
consultations with supervisory authorities or regulators; and

13.4.11 maintain accurate written records of the Processing it carries out in connection with this Contract
and on request by the British Council, make available all information necessary to demonstrate
Registration Centre's compliance under Data Protection Legislation and the terms of this Contract.

13.5 The Registration Centre and its Sub-Processors shall allow for and contribute to audits, including inspections, by
the British Council (or its authorised representative) in relation to the Processing of the British Council’s Personal
Data by the Registration Centre and its Sub-Processors to support the Registration Centre in their compliance of
clause 13.4.11.

13.6 On termination or expiry of this Contract, the Registration Centre (or any Sub-Processor) shall, except to the extent
it is required to retain a copy by law, stop Processing the Personal Data and return and/or destroy it at the request
of the British Council. The Registration Centre shall provide confirmation of destruction of any other copies
including details of the date, time, and method of destruction.

13.7 In the event of a notification under clause 13.4, the Registration Centre shall not notify the Data Subject or any
third party unless such disclosure is required by Data Protection Legislation or other law or is otherwise approved
by the British Council.

13.8 The Registration Centre warrants that in carrying out its obligations under this Contract it will not breach the Data
Protection Legislation or do or omit to do anything that might cause the British Council to be in breach of the Data
Protection Legislation.

13.9 If the Registration Centre believes it is under a legal obligation to Process the Personal Data other than in
accordance with the British Council’s instructions it will provide the British Council with details of such legal
obligation, unless the law prohibits such information on important grounds of public interest;

13.10 The Registration Centre shall indemnify and keep indemnified the British Council and the British Council Entities
against all Personal Data losses suffered or incurred by, awarded against or agreed to be paid by, the British
Council or British Council Entities arising from a breach by the Registration Centre (or any Sub-Processor) of (a)
its data protection obligations under this Contract; or (b) the Registration Centre (or any Sub-Processor acting on
its behalf) acting outside or contrary to the lawful instruction of the British Council.

13.11 These clauses may be amended at any time by the British Council giving at least 30 days’ written notice to the
other stating that applicable controller to processor standard clauses laid down by the European Commission or
adopted by the UK Information Commissioner’s office or other supervisory authority are to be incorporated into this
Contract and replace clauses 13.113.1 to 13.4.9 above.

14 Early Termination

14.1 If for any reason either party wishes to terminate this Contract prematurely it may do so by giving not less
than one month's written notice. In the event of any breach of contract, the British Council can terminate the
Contract with immediate effect by giving written notice to the Registration Centre.
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14.2 Notice given under this Agreement may also be delivered by email to the email addresses of the authorised
signatories listed in clauses 29.2 (British Council) and 29.3 (Registration Centre) of this contract or such other
email addresses as are notified in writing to the other party. Where notice is delivered by email, it will be deemed
to have been received at the time of transmission or, if this time falls outside usual working / business hours in the
place of receipt, when usual working / business hours resume.

14.3 Upon termination, payments due to the Registration Centre under this Contract will be made for Services
rendered to the British Council's satisfaction up to the date of termination. No other payments will be made.

14.4 At the expiration or termination of this Contract the Registration Centre shall immediately discontinue the
use of the strap lines "IELTS Registration Centre for the British Council" and "Member of the British Council
IELTS Partnership Programme" and desist from implying through any other means that it is still an accredited
IELTS registration centre.

15 Variation

15.1 This Contract may be varied by advance agreement in writing between the parties.

16 Force Majeure

16.1 Subject to clauses 16.216.2 and 16.3, neither party shall be in breach of this Contract if it is prevented from
or delayed in carrying on its business by acts, events, omissions or accidents beyond its reasonable control
(a ‘Force Majeure Event’) including (insofar as beyond such control but without prejudice to the generality of
the foregoing expression) strikes, lock-outs or other industrial disputes, failure of a utility service or transport
network, act of God, war, riot, civil commotion, malicious damage, volcanic ash, earthquake, explosion, terrorist
act, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant
or machinery, fire, flood or storm.

16.2 A party that is subject to a Force Majeure Event shall not be in breach of this Contract provided that:

16.2.1 it promptly notifies the other party in writing of the nature and extent of the Force Majeure Event
causing its failure or delay in performance.

16.2.2 it could not have avoided the effect of the Force Majeure Event by taking precautions which, having
regard to all the matters known to it before the Force Majeure Event, it ought reasonably to have
taken, but did not; and

16.2.3 it has used all reasonable endeavours to mitigate the effect of the Force Majeure Event, to carry out
its obligations under this Contract in any way that is reasonably practicable and to resume the
performance of its obligations as soon as reasonably possible.

16.3 Nothing in this clause 16 shall excuse a party for non-performance (or other breach) of this Contract if such
non-performance (or other breach) results from the acts or omissions of any of that party's consultants and/or
sub-contractors (except where such acts or omissions are caused by any of the circumstances specifically
listed in clause 16.1).

17 Disputes and Governing Law

17.1 This Contract and any dispute or claim (including any non-contractual dispute or claim) arising out of or in
connection with it or its subject matter, shall be governed by, and construed in accordance with, the laws of the
Philippines.

17.2 Subject to the remainder of this clause 17, the parties irrevocably agree that the courts of Taguig City, Philippines
shall have non-exclusive jurisdiction to settle any dispute or claim (including any non-contractual dispute or claim)
that arises out of or in connection with this Contract or its subject matter.

17.3 In the event that any claim or dispute arises out of or in connection with this Contract, the parties shall, following
service of written notice by one party on the other, attempt to resolve amicably by way of good faith negotiations
and discussions any such dispute or claim as soon as reasonably practicable (and in any event within 14
calendar days after such notice or by such later date as the parties may otherwise agree in writing). If the parties

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are unable to resolve the dispute or claim in accordance with this clause 17.317.3, either party may commence
proceedings in accordance with clause 17.2.

17.4 Nothing in this clause 0 shall prevent either party from applying at any time to the court for injunctive relief on
the grounds of infringement, or threatened infringement, of the other party's obligations of confidentiality
contained in this Contract or infringement, or threatened infringement, of the applicant's intellectual property rights.

18 Statutory and Other Regulations

18.1 The Registration Centre will, in all matters arising in the performance of the Contract or its subject matter, conform
with all statutes, laws, orders, regulations and bye-laws made with statutory authority by government departments
or by local or other authorities that will be applicable to the Contract. The Registration Centre will also observe
through its staff and work any rules applicable to the premises used by the Registration Centre for the
performance of the Services. If the Registration Centre does not fulfil its obligations under this clause 18.118.1
and the British Council thereby incurs costs to which it would not otherwise be liable due to any law or any order,
regulation or bye-law having the force of the law, the amount of such costs shall be reimbursed by the Registration
Centre to the British Council.

19 Ownership and Rights

19.1 Application forms, bank instruments, Candidate photographs or any other kind of documentation submitted by
the Candidate for the purpose of their IELTS Test registration (“Registration Documents”) will be the property
of the British Council and Registration Centre shall ensure that the Registration Documents are handed over to
the British Council safely.

20 Assignment and Sub-Contracting

20.1 Except as otherwise provided under this Contract, neither party shall assign, transfer, charge, create a trust in, or
deal in any other manner with, any of its obligations under this Contract without the prior written consent of the
other party, which shall not be unreasonably withheld, provided always that the British Council may assign, transfer
or novate this Agreement to: (i) any separate entity controlled by the British Council; (ii) any body or department
which succeeds to those functions of the British Council to which this Contract relates; or (iii) any provider of
outsourcing or third party services that is employed under a service contract to provide services to the British
Council. The Registration Centre warrants and represents that it will (at the British Council’s reasonable expense)
execute all such documents and carry out all such acts, as reasonably required to give effect to this clause 20.1.

20.2 The Registration Centre shall not, without the prior written consent of the British Council, which shall not be
unreasonably withheld, sub-contract the provision of any material part of the Services or for the fulfilment of any
part of its obligations under the Contract.

20.3 Notwithstanding any sub-contracting permitted under clause 20.220.2, the Registration Centre shall remain wholly
liable and responsible for all acts and omissions (howsoever arising) of its sub-contractors in the performance of
the Services.

20.4 Where the Registration Centre enters into a Sub-Contract, the Registration Centre shall:

20.4.1 pay any valid invoice received from its subcontractor within 30 days following receipt of the
relevant invoice payable under the Sub-Contract; and

20.4.2 include in that Sub-Contract a provision requiring the counterparty to that Sub-Contract to include
in any Sub-Contract which it awards provisions having the same effect as clause 20.4.1 of this
Contract.

20.5 In clause 20.4, "Sub-Contract" means a contract between two or more suppliers, at any stage of remoteness
from the British Council in a subcontracting chain, made wholly or substantially for the purpose of performing
(or contributing to the performance of) the whole or any part of this Contract.

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21 Anti-Corruption

21.1 The Registration Centre undertakes and warrants that it has not offered, given or agreed to give (and that it will not
offer, give or agree to give) to any person any gift or consideration of any kind as an inducement or reward for
doing or forbearing to do anything in relation to the obtaining of this Contract or the performance by the Registration
Centre of its obligations under this Contract.

21.2 The Registration Centre warrants that it has in place, and undertakes that it will comply with, policies and
procedures to avoid the risk of bribery and corruption within its organization and in connection with its dealings
with third parties in any matter pertaining to this Contract, including the obtaining of this Contract and the
performance by the Registration Centre of its obligations hereunder. For the purposes of this Contract, "bribery"
means offering, promising, or giving a financial or other advantage to another person:

21.2.1 intended to induce someone to perform any function or activity improperly; or

21.2.2 to reward someone for the improper performance of any function or activity; or

21.2.3 knowing or believing that accepting the relevant advantage would itself constitute the improper
performance of a function or activity.

21.3 The Registration Centre warrants that it has not colluded and undertakes that it will not at any time collude, with
any third party in any way in connection with this Contract. Nothing under this clause 21.3 is intended to prevent
the Registration Centre from discussing the terms of this Contract with the Registration Centre's advisors.

22 Anti-slavery and human trafficking

22.1 The Registration Centre shall:

22.1.1 ensure that slavery and human trafficking is not taking place in any part of its business or in any part
of its supply chain.

22.1.2 implement due diligence procedures for its own Service Providers, subcontractors, and other
participants in its supply chains, to ensure that there is no slavery or human trafficking in its supply
chains.

22.1.3 respond promptly to all slavery and human trafficking due diligence questionnaires issued to it by the
British Council from time to time and ensure that its responses to all such questionnaires are
complete and accurate; and

22.1.4 notify the British Council as soon as it becomes aware of any actual or suspected slavery or human
trafficking in any part of its business or in a supply chain which has a connection with this Agreement.

22.2 If the Service Provider fails to comply with any of its obligations under clause 22.1, without prejudice to any other
rights or remedies which the British Council may have, the British Council shall be entitled to:

22.2.1 terminate this Agreement without liability to the Service Provider immediately on giving notice to the
Service Provider; and/or

22.2.2 reduce, withhold, or claim a repayment (in full or in part) of the charges payable under this
Agreement; and/or

22.2.3 share with third parties information about such non-compliance.

23 Equal Opportunity and Diversity

23.1 Without limiting the generality of any other provision of this Contract, the Registration Centre must not unlawfully
discriminate and is expected to take all reasonable steps to ensure that their personnel do not unlawfully
discriminate against, or harass or victimise any person (directly or indirectly) on the grounds of their:

23.1.1 race or racial groups (including caste, colour, nationality, ethnic or national origin).

23.1.2 sex (including marital status, gender reassignments, pregnancy, maternity, and paternity).
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23.1.3 sexual orientation.

23.1.4 religion or belief.

23.1.5 age; or

23.1.6 disability.

23.2 The British Council and the Registration Centre shall each demonstrate a commitment to:

23.2.1 understanding, valuing, and working with diversity to enable fair and full participation in our work.

23.2.2 ensuring that there is no unjustified discrimination in their recruitment, selection and other
processes.

23.2.3 ensuring action that promotes equality of opportunity, including conducting equality screening and
impact assessments of policies and functions and progressing diversity action plans.

23.2.4 treating individuals with whom they work fairly and with dignity and respect; and

23.2.5 playing their part in removing barriers and redressing imbalances caused by inequality and
discrimination.

24 Environmental Policy

24.1 The Registration Centre shall demonstrate environmental responsibility and comply in all material respects with
applicable environmental laws and regulations in force from time to time in relation to the provision of the Services.

25 Safeguarding and Protecting Children and Vulnerable Adults

25.1 The Registration Centre warrants that, in relation to all activities in connection with the Contract, it will comply with
all legislation and statutory guidance relevant at any time in the territory to the safeguarding and protection of
children and vulnerable adults, and with the detail and principles of the Children Act 1989 and the UN Convention
on the Rights of the Child (to the extent that such legislation is not directly applicable in the territory), and
with the British Council's Child Protection Policy (set out in Annex C), in each case as may be amended from
time to time or other laws applicable to the relevant jurisdiction.

25.2 The British Council believe that all children have potential and that every child matters everywhere in the world.
The British Council affirms the position that all children have the right to be protected from all forms of abuse
as set out in article 19, UNCRC 1989.

26 Notice

26.1 Any notice given under this Contract shall be in writing and may be given by being personally delivered at or sent
by courier or recorded delivery to the address of the relevant party as outlined on the respective signature pages
of this Contract. Notice shall be deemed to have been received on the signature of a delivery receipt.

26.2 Notice given under this Agreement may also be delivered by email to the email addresses of the authorised
signatories listed in clauses 29.2 (British Council) and 29.3 (Registration Centre) of this contract or such other
email addresses as are notified in writing to the other party. Where notice is delivered by email, it will be deemed
to have been received at the time of transmission or, if this time falls outside usual working / business hours in the
place of receipt, when usual working / business hours resume.

27 Waiver

27.1 A waiver of any right under this Contract is only effective if it is in writing and it applies only to the party to
whom the waiver is addressed and the circumstances for which it is given.

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28 Severance

28.1 If any provision of this Contract (or part of any provision) is found by any court or other authority of competent
jurisdiction to be invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be
deemed not to form part of the Contract, and the validity and enforceability of the other provisions of the Contract
shall not be affected

29 Signatures

29.1 This Contract may be executed in counterparts, each of which when executed shall constitute a duplicate original,
but all counterparts shall together constitute one agreement. Where this Contract is executed in counterparts,
following execution each party must promptly deliver the counterpart it has executed to the other party.
Transmission of an executed counterpart of this Contract by email in PDF, JPEG or other agreed format shall
take effect as delivery of an executed counterpart of this Contract.

29.2 Signed for and on behalf of the British Council

Signed:

Name: Michael Rhyan Cabigon

Position: Exams Business Development Manager

Date: 02 October 2022

Address & email address(es) for Address:
notice:
7th Floor The Curve, 32nd Street corner 3rd Avenue, Bonifacio Global City,
Taguig City

Email: jessica.delacruz@britishcouncil.org.ph

For the attention of: Mike Cabigon/Jessica dela Cruz

29.3 Signed for and on behalf of the Registration Centre:

Signed:

Name: Maryter L. Oshima

Position: CEO
Date: October 02, 2022
Registration Centre name: PETJ-MILS Educational Training Center
Address & email address(es) Address: NTRA Phase 1 Purok 8 Lot 18 Blk 6A, New Taugtog, Botolan,
for notice: Zambales 2202

For the attention of:

Email address:

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Annex A The Services.

The Registration Centre is responsible for:

1. giving information to potential Candidates about the test, for example (but not limited to): its administration, available
IELTS Test Sitting dates, information on preparation material, reserving seats before the relevant IELTS Test Sitting
and the British Council's contact details where required;
2. ensuring that each Candidate understands and agrees to the IELTS Terms and Conditions before submitting
their registration for the relevant IELTS Test and that each Candidate understands and agrees that the
British Council or its subsidiaries, are not accountable in any form or manner, for any services provided by the
Registration Centre, which are beyond the scope of this Contract;
3. carrying out the registration of Candidates for the relevant IELTS Test, verifying and entering the correct Candidate's
details through the ORS (where applicable);
4. ensuring that the relevant IELTS Test fee is paid to the British Council (whether directly by the Candidate or by the
Registration Centre on behalf of the Candidate, in which case the Registration Centre shall collect the relevant
IELTS Test fee from the Candidate with no additional charges) via the ORS online payment process or other
payments methods accepted by the British Council;
5. ensuring that each Candidate understands and agrees that any refund that is payable by the British Council under
the ORS Terms and Conditions in respect of an IELTS Test fee and shall be refunded to the account from which
that IELTS Test fee was paid to the British Council and, consequently, if the Registration Centre shall be
responsible for reimbursing the Candidate for the sum of the relevant IELTS Test fee where the Registration Centre
has paid the relevant IELTS Test fee to the British Council on behalf of the Candidate;
6. In cases where payments are made using any other mode of payment except online payments via ORS B2B portal,
the Registration Centres will be responsible for sending proof of payment to the British Council for all registered
Candidates.
7. Registration Centre will collect and submit the valid proof of identity documents (National Identity Card/Passport)
as indicated on ORS. For the purposes of registration, the Candidates will also have to bring the same identity
documentation recorded in their application on the day of the IELTS Test.
8. informing the Candidates that their application will only be considered complete once the British Council has issued
registration confirmation. This happens once the online registration form and identity documentation and the test
fees have been received by the British Council.
9. providing up to date information and guidance on test cancellation, test date transfer, enquiry on results, additional
TRF etc. processes should they need to access them.
10. informing Candidates of the result release and delivery methods and timelines for the particular IELTS test chosen
by the candidate. The Registration Centre should also ensure that each Candidate is aware that the IELTS Test
report forms (‘TRFs’) will be sent to the address stated on their online registration form.
11. stocking and distributing to Candidates promotional material provided or approved by the British Council.
12. promoting IELTS jointly with the British Council and/or the British Council Exams Administrator and duly
displaying within the Registration Centre's premises promotional material provided by the British Council and/or
the British Council Exams Administrator.
13. using the strap line as mentioned under clause 12.1 in various marketing initiatives without any change I
addition I modification/ deletion of letters I wordings. Other than referring to themselves as an "IELTS
Registration Centre for the British Council" OR "Member of the British Council IELTS Partnership Programme",
the Registration Centre is not authorised to make any mention to the media of the British Council and in no manner
imply that it is an entity of British Council.
14. Retaining all the relevant documents and records relating to Candidate registrations and providing them to British
Council representatives for audit purposes upon request.

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Annex B Payment policy

Administration Fees

1. The Registration Centre registering Candidates will receive the following as an administrative fee for each Candidate:
Administration Fees per paid candidate (if these Administration Fee and applicable currency inclusive
vary, possibly depending on volume of candidates of any applicable WHT
provided, please outline all rates)
Premier Php 820
Platinum Php 820
Diamond Php 750
Gold Php 750
Silver Php 700
Bronze Php 650

2 The administrative fee described in the table above (section 1, Annex B) is also subject to change at the discretion
of the British Council subject to one (1) months’ notice. Such notice shall be sent to the Registration Centre by the
British Council by email or, if ORS is technically able to do so, communicated to the Registration Centre by the British
Council via ORS.

3 The total amount due to the Registration Centre will be calculated on a monthly basis. Subject to receipt of a signed
invoice from the Registration Centre, payment of the aggregate Administration Fee for that month will be made in
the following month and in any event within 14 days of the invoice issue date.

4 For administrative convenience, the British Council may at its complete discretion and without giving prior notice
appoint a Paying Agent to disburse and facilitate payments to the Registration Centre on its behalf and to duly
operate withholding tax procedures in accordance with local tax regulations.

5 The payment will be made in the name of the Registration Centre’s beneficiary account provided that the relevant
information has been completed by the Registration Centre in clause 29.3 of the Contract and submitted to the
British Council.

TEST FEES

6 Test fees are set by the BRITISH COUNCIL for tests in the relevant territory. They are subject to change, without
prior notice but will be shown on the ORS at the time of booking (all post test fees, including but not limited to:
cancellation, transfers, enquiry on results, additional TRF etc. will appear on the local country websites)

Registration Centre IELTS Test Fee Transfer Fee Cancellation Fee (inclusive of
location (inclusive of VAT) (inclusive of VAT) and applicable currency
and applicable VAT) and
Philippines currency applicable
currency
Regular IELTS (paper-
25% of registration fee
based and computer- Php 11,990.00 Php 1,000
(5 weeks before test day)
delivered)
25% of registration fee
IELTS for UKVI Php 12,350.00 Php 1,000
(more than 14 days before test)

50% of registration fee

(14 to 2 days before test day)
IELTS Life Skills Php 9,500.00 Php 1,000

75% of registration fee

(within 2 days of test day)

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7 The modes of payment shall be whichever modes of payment are made available by the British Council at its
discretion from time to time, which may include:
a) Online: By credit or debit card, bills payment for Banco de Oro account holders, and online bank transfer; and
b) Offline: By depositing cash or demand draft at British Council Banco de Oro Account No. 001380962224, over-
the-counter bills payment to any Banco De Oro branch.
8 All test registrations made by The Registration Centre via the ORS will require payment to the British Council within
24 hours of the registration. If payment is not received within this period, the booking will be cancelled.
9 Please note that the Test Fees specified in this Annex B, are subject to change, without prior notice (which can be
by way of being shown on ORS at the time of booking) and the Administrative Fee shall be subject to change at
the discretion of the British Council subject to one (1) months’ notice. Such notice shall be sent to the Registration
Centre by the British Council by email or, if ORS is technically able to do so, communicated to the Registration
Centre by the British Council via ORS.

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Annex C: Global Policy Statement and Child Protection.

Global Policy Statement - Child Protection

The British Council creates international opportunities for the people of the UK and other countries and builds trust
between them worldwide. We believe good child protection requires everyone to take responsibility. We recognise
that the care and welfare of children is paramount and that all children have the right to equal protection from all types
of harm or abuse.

The British Council recognises that we have a fundamental duty of care towards all the children we engage with,
including a duty to protect them from abuse. We achieve this through compliance with UK child protection laws and
relevant laws in each of the countries we operate in, as well as by adherence to the United Nations Convention on the
Rights of the Child (UNCRC) 1989.

A child is defined in the British Council as anyone who has not reached their 18th birthday (UNCRC 1989)
irrespective of the age of majority in the country where a child is or their home country.

This policy is mandatory for all British Council staff worldwide. This includes anyone who works for the British Council,
either in a paid or unpaid, full, or part-time capacity. This includes directly employed staff, trustees, contractors, agency
staff, consultants, volunteers, interns and anyone working on behalf of the British Council.

The British Council is committed to:

• Valuing, respecting and listening to children;

• Ensuring all necessary checks are made when recruiting staff;
• Adopting child protection systems and procedures for staff;
• Providing a common understanding of child protection issues and ensuring these issues inform staff planning and
practice;
• Sharing information about child protection and good practice with staff, children and parents/carers;
• Sharing information about concerns with agencies who need to know, and involving parents and children appropriately;
and
• Providing effective management for staff through supervision, support and training.

The British Council will provide adequate and appropriate resources to implement this policy and will ensure it is
communicated and understood.

The British Council will review this policy annually to reflect new legal and regulatory developments and ensure
best practice.

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Annex D: Data Processing Schedule

Description Details
Duration of Processing 1 April 2022 to 30 April 2023
Nature/purpose of The collection, recording, organisation, storage,
Processing use, of Candidate Data for the purpose of processing, marketing, management of IELTS Testing.

Type of Personal Data Candidate Data

Name
Address
Date of birth
National ID number
Telephone number
Images
Biometric data
Categories of Data Candidates
Subjects
Countries or International Philippines
Organisations Personal United Kingdom
Data will be transferred to
Sub-Processors Jay-Anne Concepcion-Nogoy
Daryl Ibarra
Liza Villareal
Cristy Anne Oconer
Elmer Dioso
Leonard Malana
Emilio Aperocho III
Reuben Honesto Asuncion
Resalyn K Nicolas
Mary Bridget Pida

Processing and Storage of Data for test administration and services

Annex E: Membership of IELTS Partnership Programme Philippines and Benefits

The following definitions apply to this annex:

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‘Membership Status’ means the status of membership achieved by meeting or exceeding the relevant Membership
Threshold.

‘Membership Threshold’ means either of the following thresholds which applies to the Registration Centre:

‘Membership Year’ means a period of 13 months, commencing on the Commencement Date.

‘Benefits’ means the benefits which apply to the Registration Centre based on its Membership Status

Defining Membership Category:

1. The British Council shall review the total number of Candidates registered by the Registration Centre on the expiry
of the Membership Year, determine the relevant Membership Status based on the Membership Threshold achieved
by the Registration Centre during that Membership Year and shall notify the Registration Centre in writing (email
and/or letter) within 30 days of the date of the expiry of the Membership Year of the Membership Status which shall
apply to the Registration Centre with effect from the commencement of the subsequent Membership Year. Subject
to clause 3 of this annex, the Registration Centre shall be entitled to receive all those Benefits applicable to the
Membership Status (set out later in this annex) as notified to it by the British Council in accordance with this clause
during the Membership Year in which such Membership Status applies.

2. TIER UPGRADE FEATURE: The British Council will also review the total number of Candidates registered by the
Registration Centre monthly and determine if the cumulative volume endorsed from the start of the Membership
Year has reached or surpassed a higher Membership Threshold. The British Council shall notify the Registration
Centre in writing (email and/or letter) by the 10th day of the following month of the new Membership Status that will
apply to the Registration Centre with effect from start of that month. Subject to clause 3 of this annex, the Registration
Centre shall then be entitled to receive all those Benefits applicable to the new Membership Status as notified to it
by the British Council in accordance with this clause for the remainder of the Membership Year, unless a succeeding
review merits a promotion into a higher Membership Status.

3. If following a review under clause 1 above, the British Council determines that the Registration Centre has registered
fewer than the minimum threshold for Candidates in a Membership Year, the Registration Centre will not be entitled
to any Benefits from the British Council for that Membership Year and/or any Membership Year that a Membership
Threshold has not been exceeded.

Membership Thresholds of IELTS Partnership Programme: Philippines 2022-2023

a) registering a total number of 3001 or more Candidates in a Membership Year (‘Premier Member’)
b) registering a total number of Candidates which falls on or between 1201 to 3000 Candidates in a Membership Year
(‘Platinum Plus Member’)
c) registering a total number of Candidates which falls on or between 601 to 1200 Candidates in a Membership Year
(‘Diamond Member’)
d) registering a total number of Candidates which falls on or between 241 to 600 Candidates in a Membership Year
(‘Gold Member’)
e) registering a total number of Candidates which falls on or between 60 to 240 in a Membership Year (‘Silver Member’)
f) registering a total number of Candidates which falls on or between 10 to 59 in a Membership Year (‘Bronze Member’)

Only those benefits set out below which are relevant to the Membership Status of the Registration Centre, as notified to it by
the British Council in accordance with clause 1 of this annex, shall apply.

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Standard Benefits for all partners

• Teacher Training for IELTS Teachers

• Exclusive Preparation Webinars for Partner Candidates (for minimum of 40 endorsed candidates)
• Closed session tests (minimum of 40 candidates)
• IELTS review materials for preparation centres
• Digital Content on IELTS preparation (videos)
• Invitation to British Council IELTS promotional and partner events (e.g. IELTS Fair)
• British Council participation in Partner events
• Marketing collaterals - IELTS posters, tarpaulin, pull up banner, brochure holder
• British Council Sponsored IELTS standardised vinyls and certificate of partner status recognition
• Listing of partner on BC country webpage and takeielts website
• Use of official British Council Branding strapline - Member of the IELTS partnership program
• Product orientation and training on registration process for partner’s staff in-charge of IELTS
• Receive Monthly Newsletter
• Dedicated British Council point person to assist with concerns
• 10 FREE Test date transfers and refunds until 31 March 2023

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