The below terms (“Agreement”) shall apply to all centres approved by OCR to offer OCR qualifications. This Agreement shall commence on the date OCR confirms initial centre approval and shall continue unless terminated in accordance with clause 37, 42, 43, 44, 45 and/or 46.

1. This Agreement shall be between Your centre as named on the centre approval form (“You” and “Your”) and Oxford Cambridge and RSA Examinations, incorporated and registered in England and Wales with company number 03484466 and whose registered office is OCR, The Triangle Building, Shaftesbury Road, Cambridge CB2 8EA (“OCR”). Subject to the further provisions of this clause 1, this Agreement is personal to the parties, and may not be assigned, transferred, subcontracted, or otherwise hand over any rights and obligations under this Agreement to a third party. OCR may, after having given You prior notice, assign, subcontract and/or otherwise transfer any or all of its rights and obligations under this Agreement to an Affiliate. For the purposes of this Agreement, an ‘Affiliate’ means any entity that directly or indirectly controls, is controlled by, or is under common control with OCR from time to time.
   
   
2. Should You subsequently and successfully apply for approval for additional OCR qualifications after Your initial centre approval, all additional OCR qualifications for which You are approved to offer shall form part of this Agreement. For the avoidance of doubt, You shall only have one Agreement with OCR for the centre number You are provided, regardless of the number of qualifications You are approved to offer or sites from which You operate.

3. You confirm and understand that this Agreement does not create a direct or contractual relationship between OCR and the students and learners at or entering through Your centre (“Candidates”). You are responsible for liaising with Your Candidates and shall communicate with Your Candidates as OCR may direct from time to time unless OCR has clearly indicated that a Candidate may contact OCR directly.
    
4. OCR shall not be responsible for or obliged to intervene in any dispute between You and any Candidate. Where applicable, OCR shall not withhold any data, media, results or certificates as a result of dispute between You and a Candidate, where that Candidate had been properly entered into an OCR qualification (a “Qualification”), and You shall not have any action in law against OCR for releasing a result directly to a Candidate for any reason whatsoever.
   
   
5. OCR shall allow You to enter Candidates into Qualifications for which You are permitted to offer, as set out in the centre approval documentation or further official OCR correspondence. You shall be permitted to enter Candidates both “on roll” at Your centre, and Private Candidates that have come to an arrangement with You to sit a Qualification at Your centre, provided that You and the Candidate are able to abide by the conditions and requirements of that particular Qualification.
   
   
6. You confirm and understand that OCR and the Joint Council for Qualifications (“JCQ”) publish a number of documents containing the rules and regulations for offering Qualifications on their respective websites, and may on occasion also directly send You additional directions that You must follow (for example, where a Regulator has issued new or additional regulations on awarding organisations). These documents containing the rules and regulations are expressly incorporated into this Agreement, and You shall be contractually bound to follow the most recently published version available.
   
   
7. You must meet the obligations as laid down by the specifications and associated instructions and guidelines issued by OCR and JCQ for each Qualification You offer. Failure to do so could result in Your centre status being suspended and may lead to OCR withdrawing its approval of Your centre.
   
   
8. Both You and OCR agree to take all reasonable steps to protect Candidates’ interests in respect of this Agreement. This does not oblige OCR to make exceptions or provide additional services where You have failed to comply with OCR’s instructions or where You have breached any part of this Agreement (including any documentation described in clauses 6 and 7 above).
   
   
9. OCR shall be entitled to amend or vary the terms of this Agreement once a year without notice, which OCR would communicate to You at the time. The terms uploaded on the OCR website from time to time shall be the terms that are valid and binding on the parties.
   
   
10. OCR shall provide the services relating to the Qualifications that Your Candidates legitimately enter in accordance with the regulations set by the Regulators.
    
    
11. OCR shall be entitled to change the form, style, content or substance of the Qualifications, or any accompanying documentation such as the syllabus or certificates, at any time during the term of this Agreement, provided OCR gives You reasonable notice of any such change that affects the teaching or delivery of a Qualification, which shall be no less than three (3) months’ notice where practicable. You shall not have any right to object to such change, and OCR shall have no liability to You or Your Candidates for making such change.
    
    
12. From time to time, OCR may withdraw certain Qualifications from the market. If OCR withdraws a Qualification, the withdrawal shall be in accordance with the Regulators’ requirements, and upon adequate notification (being no less than six (6) months’ prior notice where practicable) to centres that have entered or registered Candidates for entry into that Qualification within the past three (3) calendar years. OCR shall not be responsible to You for any loss or claim, including without limitation, any loss of business or revenue, arising out of OCR’s Qualification withdrawal in accordance with this clause (notwithstanding anything to the contrary in clause 58).
    
    
13. You will ensure You treat all Candidates, including Private Candidates, lawfully and fairly at all times, and in accordance with all safeguarding and equalities legislation.

14. You recognise that OCR is a regulated awarding organisation, and as such is subject to the regulatory powers of Ofqual, SQA, Qualifications Wales and CCEA (the “Regulators”), and governmental bodies including the Department for Education. The Regulators and/or governmental bodies may place requirements onto OCR that change the provision of Qualifications at any time. OCR shall endeavour to inform You at the earliest opportunity of any changes or amendments to assessments or Qualifications, and shall work with You to minimise disruption to Candidates as far as possible. Any action OCR must take to abide by the letter and/or spirit of any regulations and/or directions and/or requests from a Regulator or a governmental body shall not be a breach of this Agreement.
    
    
15. You must ensure Your centre has and maintains during the term of this Agreement adequate levels of qualified and trained staff and resources to effectively and correctly deliver the Qualifications.
    
    
16. You shall ensure Your staff receive adequate training to properly deliver Qualifications, and that You and Your staff take all reasonable steps to proactively avoid malpractice by following the relevant OCR and/or JCQ rules and regulations.
    
    
17. You confirm that as at the time of making any entries Your centre and any person employed or contracted by Your centre who is involved in the delivery of OCR qualifications (including but not limited to the Head of Centre and Exams Officer) are not subject to any sanction or withdrawal of centre approval from any awarding organisation, other than as already disclosed to OCR. If Your centre or any person employed or contracted by Your centre who is involved in the delivery of OCR qualifications become subject to an awarding organisation sanction or another awarding organisation withdraws Your centre approval during the term of this Agreement, You must immediately inform OCR.
    
    
18. You will offer full assistance to and allow OCR or any Regulator full access to Your documents, records, staff, Candidates and premises as they may require to conduct checks or investigations or monitoring activities for the purposes of verifying Your compliance with any term of this Agreement (including without limitation the rules and regulations referred to in clause 6), which may be with or without prior notice.
     
19. You must at all times maintain and make available to all Candidates a complaints handling procedure and/or appeals process, which shall be in accordance with any rules or guidance issued by OCR or the Regulators.
    
    
20. You shall assist OCR in all respects as required in C2.3 of Ofqual’s General Conditions of Recognition, and the requirements of Centres as set out in the said C2.3 shall be incorporated into this Agreement as a requirement that You must satisfy.
    
    
21. You will keep OCR informed of any changes to Your named personnel and any other centre details provided to OCR at centre approval.

22. You are allowed to enter Candidates that do not study at Your centre for Qualifications (“Private Candidates”), provided that You can ensure the Private Candidate can comply with all the requirements of that Qualification in terms of assessment.
    
    
23. Any arrangement You make with a Private Candidate in respect of such an entry (including resources and any instruction) is a matter personal to You and the Private Candidate. However, we would encourage You to make available to the Private Candidate all OCR resources that are available to Your “on-roll” Candidates.
    
    
24. Once enrolled with Your centre, You shall have a duty of care towards Private Candidates equal to the duty of care You have towards Your “on-roll” Candidates in terms of Your delivery of the Qualification. This does not mean You are obliged to teach syllabus content to Private Candidates.

25. You shall not use the OCR name or any logos, or the name or any logos of any other member of the Cambridge University group, any awarding organisation, industry group (including the JCQ) or Regulator without express permission of the name owner and/or logo owner to do so. For the avoidance of doubt, centre approval does not give express permission.
    
    
26. All documents of whatever nature created by OCR, including assessment materials and guides, are subject to copyright protection. You must ensure You, Your staff and Your Candidates only use those documents in accordance with the relevant copyright laws and, where applicable, the permission granted by OCR. Please see OCR’s Copyright Policy for further details.
    
    
27. You understand that You are responsible for all use and misuse of any login details for OCR secured websites provided to Your centre and/or Your staff, and any electronic or physical OCR documents provided to Your centre. Should You, Your staff or Your Candidates misuse any OCR intellectual property, You shall indemnify OCR for any loss or damage caused, including professional fees.
    
    
28. Any express permission to use any logos in accordance with clause 25 shall be revoked on termination of this Agreement.

29. Each party agrees that they abide by the data protection legislation in place in the UK, including the Data Protection Act 2018 and any successor.
    
    
30. The transfer of data (including Candidates’ data) in accordance with this Agreement shall be governed by the OCR Data Sharing Agreement which the parties agree is expressly incorporated into this Agreement.
    
    
31. You shall make the OCR Privacy Policy known and available to all Candidates at Your centre. This policy shows Candidates how OCR will use their data.

32. OCR shall issue You with an invoice in accordance with the OCR Customer Invoicing Policy.
    
    
33. The OCR Fees Lists are available to download. OCR retains the right to amend this Fees List at its discretion, and in certain circumstances, OCR may need to issue the current Fees List, or amend the same, after the entry window for a series has closed but prior to invoice.
    
    
34. Where applicable and highlighted on the Centre Approval Form and/or a Fees List, OCR shall be entitled to charge an Annual Centre Fee.

35. Nothing in this Agreement shall require You to make entries in any given Qualification for any series.
    
    
36. You shall make entries for Candidates in accordance with the rules and guidance issued by OCR, JCQ, the Regulators or any other applicable body (including but not limited to the Department for Education) for the relevant Qualifications. Please pay particular attention to the applicable dates and deadlines. OCR shall not be liable for Your failure to meet such dates or deadlines.
    
    
37. If You do not make entries for a particular Qualification for more than two consecutive academic years without reasonable explanation to or discussion with OCR, OCR may at its sole discretion assume You no longer wish to be approved to deliver that Qualification and remove approval without prior notice. If that Qualification is Your only Qualification with OCR, or if You do not make entries for any OCR Qualification for which You are approved within a period of two consecutive academic years, OCR may, upon giving You written notice, remove Your centre approval and terminate this Agreement with immediate effect.
    
    
38. Except in exceptional circumstances where You have made additional arrangements with OCR, such as through access arrangements or in accordance with the requirements of specified Qualifications, You may only make entries for Candidates able and willing to take the relevant assessments at such premises, that: a) have been notified to and approved by OCR or JCQ, or b) are allowable under the relevant JCQ regulations or OCR requirements and specification.
    
    
39. It is Your responsibility to ensure that You and Your staff can adequately and properly deliver the Qualification at Your premises, or the allowable premises in accordance with clause 38, for all Candidates You enter.

40. Your Head of Centre shall annually confirm to OCR (through the JCQ where requested) their compliance with this Agreement, at such time as communicated by OCR and/or JCQ.
    
    
41. It may be necessary in extraordinary circumstances for OCR to call upon Your Head of Centre to make additional declarations.
    
    
42. Should You fail or be unable to make a declaration when called upon by OCR and/or JCQ, OCR may, upon giving you written notice, remove Your centre approval and terminate this Agreement with immediate effect.

43. Either party may terminate this Agreement on three months’ written notice to the other, except that where You have already made entries for a series prior to the notice to terminate, this Agreement shall continue until all post-exam services have been completed for the Qualifications entered but You shall not be entitled to make further entries during the notice period.
    
    
44. Without limiting any other right or remedy available to it, either party may immediately terminate this Agreement with immediate effect by giving written notice to the other party if the other party:
    1. makes any voluntary arrangement with its creditors or becomes subject to an administrative order; or
    2. goes into liquidation (except for the purposes of an amalgamation or reconstruction and in such manner that the organisation resulting therefrom effectively agrees to be bound by or assume the obligations imposed on the other party under this Agreement); or
    3. commits a material breach of any term of this Agreement and (if such breach is remediable) does not remedy that breach within 30 days after being notified in writing to do so; or
    4. repeatedly breaches any of the terms of this Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Agreement; or
    5. ceases, or threatens to cease, to carry on business.
45. Without limiting any other right or remedy available to it, OCR may terminate this Agreement with immediate effect by giving written notice to You if:
    1. You fail to pay an invoice within 30 days from invoice date and remain in default not less than 30 days after being notified in writing to make such payment; or
    2. there is a Change of Control, which results in a competitor of OCR obtaining an interest in You. For the purposes of this clause 45(b), 'Control’ means a change in the direct or indirect ownership of more than 50% of the voting power on the board or membership of Your organisation.
46. OCR may terminate this Agreement with immediate effect by giving You written notice where You (including Your staff and/or representatives) bring or, in OCR’s sole opinion, are likely to bring, OCR, any Qualification, Regulator, awarding organisation or the assessment industry into disrepute, including but strictly not limited to instances of alleged and/or confirmed malpractice or maladministration, dishonesty, centre practices that do not comply with the letter and spirit of the relevant OCR and/or JCQ regulations on delivery and administration of Qualifications, findings from investigations and centre visits, legal claims, actions and proceedings, media coverage, correspondence and threats or actions against OCR staff and/or representatives, including abuse, intolerance or refusal to engage with OCR staff due to the OCR staff having a protected characteristic under the Equality Act 2010. Such decision shall be made by OCR without right to appeal.
    
    
47. OCR may, either on request by You or at its sole discretion for reasons set out in this Agreement, withdraw Your approval on specified Qualifications only, which shall not operate to terminate this Agreement.
    
    
48. Upon termination of this Agreement, or withdrawal of approval in respect of certain Qualifications:
    1. all outstanding fees shall become due and payable;
    2. outstanding services owing at the time of termination shall be honoured, unless in OCR’s sole opinion this would not be compatible with the nature of the termination or withdrawal, taking account of OCR’s regulatory obligations;
    3. all rights and obligations in respect of data protection, dispute resolution and law and jurisdiction shall survive termination;
    4. in the case of termination only, You shall cease use of OCR Interchange and similar password protected websites and programmes granted under this Agreement;
    5. OCR shall be entitled to conduct investigations and/or hearings in compliance with the applicable malpractice rules and procedures, including new investigations and/or hearings brought to OCR’s attention after the termination of this Agreement, relating to Your or Your staff’s conduct during the term of this Agreement, and You shall assist with these investigations in good faith; and
    6. You shall take steps to mitigate the effect of the termination or withdrawal on Your Candidates.

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

51. In the event a party is prevented from performing its obligations by a force outside of its reasonable control (a “Force Majeure Event”), it shall immediately inform the other party of the nature and extent of the Force Majeure Event, and neither party shall be in breach of this Agreement as far as their breach is the result of the Force Majeure Event.
    
    
52. Any notices under this Agreement shall be valid if served:
    1. To You via any of Your contact details as provided to OCR or as communicated to the JCQ NCN service, and
    2. To OCR via the Customer Support Centre.
53. Each party represents to one another that they comply with all applicable laws, statutes, regulations and codes, including the Bribery Act 2010 and Equality Act 2010.
    
    
54. OCR is subject to the Freedom of Information Act 2000, and OCR acknowledges that You may also be subject to the Freedom of Information Act 2000. Where a Freedom of Information request is validly made to either party, in respect of information pertaining to this Agreement, the other party shall offer all reasonable assistance to that party to enable that party to respond.
    
    
55. Nothing in this Agreement shall be construed to imply a partnership, or employer and employee or principal and agent relationship between the parties and neither party shall have any right, power or authority to create any obligations, express or implied on behalf of the other.
    
    
56. No person who is not party to this Agreement shall have any right under the UK Contracts (Rights of Third Parties) Act 1999 to enforce any terms of this Agreement.
    
    
57. Nothing in this Agreement shall limit either party’s liability for death or personal injury as a result of that party’s negligence, or for fraud committed by that party.
    
    
58. Except as set out in clause 57, OCR shall not be responsible for any indirect or consequential losses or damage caused under or in respect of this Agreement, or any direct losses consisting of loss of profits, business, data, anticipated savings, goodwill, reputation or opportunities (“Excluded Losses”). Subject to the foregoing, OCR’s liability for any direct loss or damage suffered by You under or in connection with this Agreement shall not exceed the sum paid by You to OCR in the 12 months prior to the event giving rise to such loss or damage. Where You have been contracting with OCR for a period less than 12 months as at the date of such event, OCR’s liability shall not exceed £5,000.
    
    
59. If OCR does not, or delays in, exercising any right or remedy under this Agreement, it does not constitute a waiver of any other right or remedy OCR may have.
    
    
60. If any of the terms of this Agreement shall contradict with any regulations set out by a Regulator, the terms shall be amended as far as necessary to comply with the regulations.
    
    
61. Nothing in this Agreement shall oblige OCR to confer, maintain or reinstate centre approval on You, or in respect of any individual Qualifications, at any time.
    
    
62. If there is an inconsistency between the clauses and Schedules respectively, the provisions in the clauses shall prevail in preference to the Schedules.