IELTS Navigator Terms & Conditions
Please read these terms and conditions (“terms”, “terms and conditions”) carefully before using www.IELTSNavigator.com website (the “service”) operated by Xelentememoria, PT (“us”, ‘we”, “our”).
1. Introduction
This Subscription Service Agreement (hereafter “Agreement”) is entered into by and between the customer identified in a Subscription Form (hereafter “Subscriber”) and Xelentememória, Unipessoal Lda, trading as IELTSNavigator, incorporated in Portugal, with VAT number 515888010, registered at the address Rua de Xabregas, Nº 2 1900-440 Lisbon, Portugal, (hereafter the “Company”).
Either the Subscriber or the Company may be referred to as a “Party” and collectively the “Parties”.
This Agreement was last updated on the 11th of July 2022. This Agreement is effective between the Subscriber and the Company from the moment the Subscriber completes the Subscription Form (hereafter “Effective Date”)
2. Definitions
“Service” means a web browser or mobile-based application provided by the Company to the Subscriber to submit practice IELTS Writing Task 2 essays and, where available, IELTS Speaking practice tests.
“Subscription Form” means the Company’s standard order form that identifies the Subscriber, collects their explicit consent to the Agreement and stipulates the specific Service(s) chosen by the Subscriber; the Subscription Fees, and Subscription Term.
“Subscription Fee” means the recurring fee the Subscriber pays for access to the Service(s).
“Subscription Term” means the duration for which Subscriber has subscribed to the Service(s). The Subscriber may choose a longer Subscription Term for a greater discount.
“Login” means a username and password assigned to an individual for purposes of accessing the Service.
3. Service
3.1 Provision of Service. Subject to the terms and conditions of this Agreement, the Company will provide the Subscriber with access to and use of the Service for the duration of the Subscription Term. The Company may, at its sole discretion, modify, remove, add, or enhance features of the Service from time to time. The Company provides the service, unless otherwise explicitly stated in this Agreement, on an “as-is” basis with no representation or warranty other than as expressed herein.
3.2 Logins. Each individual accessing the Service must have a unique Login. The Subscriber shall not allow or authorise anyone other than themself to use their Login. The Subscriber shall promptly notify the Company in the event they become aware of or suspect any unauthorised use of their Login. The Subscriber is solely responsible for maintaining the confidentiality of their Login (username and password) and is responsible for all activities that occur under their account or password.
3.3 Service Restrictions. The Service is provided exclusively for personal use. The Subscriber shall not rent, lease, sell, distribute, sublicense, or otherwise make the Service available to any third party. The Subscriber shall not copy, replicate, decompile, reverse-engineer, attempt to derive the source code of, modify, or create derivative works of the Service, or any part thereof. The Subscriber shall not access the Service for purposes of building or marketing a competitive product.
3.4 Intellectual property. All intellectual property rights in and to the Service remain the sole property of the Company. The Company has exclusive ownership of the Service and its components and all related trademarks, logos, and any other intellectual property registered or unregistered anywhere in the world. The Subscriber hereby assigns to the Company any submitted written essays, speaking test recordings, suggestions, ideas, enhancement requests, or other feedback provided by the Subscriber to the Company relating to the Service. The Company owns all content, data, software, inventions, ideas, and other technology and intellectual property that it develops in connection with its products and the Service.
3.5 Age restriction. Where a Subscriber is a natural person, the age limit to use the Service is eighteen years old.
4. Payment
4.1 Fees and Payment Terms. The Subscriber shall pay all fees for Service(s) chosen in the Registration Form. Subscription Fees are prepaid and non-refundable. If payment for Subscription Fees fails, access to the Service(s) will be suspended. Unless otherwise stated, Subscription Fees are quoted and charged in euros. Unless explicitly stated otherwise, all fees and all references to “dollars” or “$” refer to United States dollars.
4.2 Taxes. The fees are inclusive of applicable European sales taxes.
5. Term and Termination
5.1 Agreement Term. The term of this Agreement shall commence on the Effective Date and shall continue in full force and effect until the expiration or termination of all Subscription Forms unless otherwise terminated earlier as provided hereunder.
5.2 Subscription Term. The initial Subscription Term shall be specified in the relevant Subscription Form. Upon the expiration of the Subscription Term, the Subscription Term will automatically renew for a successive 30-day term, unless either party provides the other party with written notice of non-renewal at least ten (10) days prior to the expiration of the previous Subscription Term. If the Subscription Term automatically renews, the Subscription Fee shall be a prorated amount of the initial Subscription Term, rounded up to the nearest whole cent or penny.
5.3 Termination for Cause. Either party may terminate the Agreement immediately upon written notice in the event the other party commits a non-remediable material breach of the Agreement; the other party fails to cure any remediable material breach within 30 days of being notified in writing of such breach; the other party becomes insolvent, makes an assignment for the benefit of creditors, becomes subject to the control of a trustee, receiver or similar authority, or becomes subject to any bankruptcy or insolvency proceeding.
5.4 Effect of Termination for Cause. In the event of termination of this Agreement due to a default by the Company, any prepaid fees for the Service for the period between the termination date through the end of the then-current Subscription Term shall be refunded, on a prorated basis. In the event of a termination of the Agreement due to a default by Subscriber, the Company shall not refund any prepaid fees for Service for the period between the termination date through the end of the then-current Subscription Term.
5.5 Survival. Sections [3.4, 6.1, 6.3, 6.4, 6.6, 6.8] of the Agreement shall survive termination. Other clauses may also survive termination where explicitly stated.
6. General Information
6.1 Applicable Law. The law of the Portuguese Republic applies exclusively, excluding the provisions of the UN Convention, for all legal relations between the Parties, the place of jurisdiction is Lisbon, Portugal.
6.2 Warranty. The Provider provides the service, unless otherwise explicitly stated in this Agreement, on an “as-is” basis with no representation or warranty. The Provider will endeavour to assure the Service’s availability, accuracy, reliability, and timeliness. However, the Client accepts that the text evaluation might be incomplete in some edge cases or that there may be false negatives, where the Service may provide lower scores than expected. The Company cannot guarantee that the Service will not incur delays, interruptions, or other errors that are outside of the Company’s reasonable control and are inherent with the use of the internet and electronic communications.
6.3 Disputes. All disputes and controversies, which may arise between the Parties during the performance of this Agreement or any of its clauses, are to be settled through negotiations. Both Parties agree to exercise all their benevolence and try to find ways to solve any kind of dispute arising from the implementation of this Agreement by consulting each other and finding amicable solutions. If, however, no amicable solution can be reached, both Parties agree that any dispute will be subject to the exclusive jurisdiction of the Portuguese Courts.
6.4 Severability. Should a given provision of this Agreement be invalid or unenforceable or become invalid or unenforceable, the validity of the remaining provisions of this Agreement shall remain unaffected. The invalid or unenforceable provision shall be considered omitted.
6.5 Force Majeure. The Parties shall not bear any liability for failure to perform their obligations under the Agreement if such failure resulted from force majeure circumstances occurring after the date of this Agreement, which neither Party could not reasonably foresee nor prevent. Force majeure circumstances shall mean events beyond the control of the Parties and which occurrence does not entail liability of the Parties. Such events, among other things, include natural calamities, revolts, hostilities, strikes, economic embargoes, decisions of governmental or industry regulatory authorities or local self-government authorities and other circumstances directly affecting the performance of the Agreement.
6.6 Indemnification. The Subscriber shall indemnify the Company from all claims of third parties asserting these against the Company due to the violation of their rights by the Subscriber’s actions. Furthermore, the Subscriber is obliged to compensate the Company for all damages and reasonable expenses incurred by the Company, including the costs of appropriate legal defence, in connection with an infringement of rights by the Subscriber, particularly due to claims by third parties.
6.7 Waiver. The failure of either party to enforce any of the provisions of the Agreement at any time, the failure to require performance by the other party of any of the provisions of the Agreement at any time, or the express waiver by either party of any provision, condition or requirement of the Agreement shall in no way be construed to be a present or future waiver of such provisions, nor in any way affect the ability of either party to enforce each and every such provision thereafter.
6.8 IELTS Trademarks. IELTS is a registered trademark of the University of Cambridge, the British Council, and IDP Education Australia. The Company is not affiliated, approved or endorsed by the University of Cambridge, the British Council or IDP Education Australia. All other trademarks on this website are the property of their respective owners.
6.9 Communication. The primary channel of correspondence between the Parties is email. The nominated email address for sending notices to the Company is info@ieltsnavigator.com. The nominated email address for sending notices to the Subscriber is the email address provided in the Subscription Form.