Terms and Conditions (Client)

IDP Connect Terms and Conditions

June 2020

The Customer accepts and is bound by the quoted terms (as set out in the applicable order confirmation or e-mail chain) and these Terms and Conditions, by signing the order confirmation or affirmatively acknowledging in e-mail format the price quote with detailed explanation of services, which is submitted by IDP Connect to the Customer at the Customer’s request.

  1. Definitions

In these terms and conditions, the following definitions apply:

Customer is the customer named on the Agreement;

Agreement is the Order and these terms and conditions;

Fees are the fees payable in respect of the Services specified on the Order;

Go Live Date is the date on which the Customer’s advertisement will go live, as specified in the Order or, if the Order does not specify such date, the date falling 30 days after the formation of the Customer Agreement.

IDP Connect is a division of IDP Education, global leaders in student marketing and recruitment;

Order is the IDP Connect advertising order form or order email for the Services;

Party means each of the Customer and IDP Connect and together the Customer and IDP Connect are the Parties;

Services means the services set out in the Order to be supplied by IDP Connect to the Customer;

Website any websites under the control of IDP Connect and/or any third-party websites on which IDP Connect places advertising profiles of the Customer (or any of IDP Connect advertisers).

Enrollment Matching Tool or EMT is the enrollment matching tool the Customer can run to determine the total number of applications or enrollments the Customer received via the Website;

  1. The contracting party for IDP Connect in the United States of America is IDP Connect Inc. IDP Connect operates from UK and subject to UK and EU legislation and regulations.
  2. Any representative of the Customer exchanging e-mails with IDP Connect is deemed to have sufficient authority to bind the Customer to agreement terms with IDP Connect unless the Customer representative plainly discloses any lack of authority on his or her part and also identifies the party or parties who may bind the Customer, before receiving any pricing and services quote from IDP Connect.
  3. The order is taken as a confirmed booking (and the Contract is formed). The Customer makes an order by affirmatively acknowledging the price and services quote provided by IDP Connect which constitutes a Contract (that is an agreement of terms) when IDP Connect confirms receipt of such order.These two contacts, the Customer order and the confirmation, constitute the offer and acceptance and create a binding Contract. The Contract terms consist of the quoted price and services quote by IDP Connect, these Terms and Conditions (incorporated by reference into the agreement), the order from the Customer and IDP Connect’s confirmation. Any written mode of communication may be used to create the agreement.
  4. The “go live” date for the Contract shall be one month from the date of the confirmation by IDP Connect.
  5. An order cannot be cancelled after it is placed. A cancellation charge of 100% is applicable for any termination by Customer after the placing of the order.
  6. Most website options are for twelve (12) months and start and then run from the “go live” date indicated. If no specific “go live” date is indicated, then the entire price as quoted is due thirty (30) days following the confirmation by IDP Connect. Failure of the Customer to supply information to IDP Connect which may result in a delay by IDP Connect in the performance of its services does not constitute a valid reason for non-payment of the price as quoted to the Customer and does not constitute a valid excuse for any delay in payment by the Customer to IDP Connect. However, if the Customer fails to cooperate with informational requests by IDP Connect, does constitute a legal excuse for IDP Connect where it gives rise to delay and failure of timely performance.
  7. In the performance of services, IDP Connect is hereby permitted to gather and / or use material from other Customer websites, advertising material, brochures and prospectuses and any other such promotional information or representations.
  8. Banner advertising can be created by IDP Connect for a minimum charge of USD Five Hundred Dollars ($500.00).
  9. Invoices are issued upon confirmation of the order by IDP Connect and are due upon receipt (with payment required within thirty days of invoice date of issue).
  10. The Customer warrants that in regard to any material it utilizes for promotion and/or advertising, (as may also be used by IDP Connect in the performance of its services hereunder) that it owns the copyright and all other intellectual rights pertaining thereto. The Customer will indemnify IDP Connect from any claim or any losses or counsel fees in connection with IDP Connect ’s use thereof.

11.1 All information relating to identifiable people using the Website (Students) and passed to the Customer should be treated as confidential.

11.2 The Customer shall agree to maintain all such confidential information in confidence and using at least the same degree of care as it employs with respect to its own confidential information, being at least a reasonable degree of care.

  1. IDP Connect and the Customer agree that all personal data created and/or otherwise processed pursuant to the Agreement will be processed fairly and lawfully by the parties in accordance with Data Protection Law (as such term is defined in the Data Processing Agreement referred to below). The Customer warrants that it will comply at all times with relevant territorial and Data Protection Laws as described in the IDP Connect Data Processing Agreements, and that it has in place and undertakes to observe appropriate technical and organisational measures to ensure the security of personal data and to guard against unauthorised or unlawful access to or processing of personal data and against accidental loss or destruction of, or damage to, personal data. The Customer further agrees and undertakes that for all processing activities but for the Enrollment Matching tool, it will act as a Data Processor and IDP Connect will be the Data Controller (as defined in the DP Law).

By entering into this Advertising Contract, the Customer accepts and agrees to the terms of and will be bound by IDP Connect Data Processing Agreement (DPA) as set out at DPA. For the avoidance of doubt, the Customer agrees to process any personal data that it has access to as a result of the Advertising Contract only in accordance with this Data Processing Agreement.

  1. The Customer will only use the personal data provided by IDP Connect in accordance with the provisions of the Data Processing Agreement and for the purpose given (namely providing requested information or answering an enquiry).
  2. The Customer shall not pass on the personal data provided by IDP Connect to third parties unless it is in accordance with the provisions of the Data Processing Agreement and to satisfy the original purpose (namely providing requested information or answering an enquiry). Without limiting the other obligations under this Advertising Contract or the Data Processing Agreement, when that happens the Customer shall ensure that (a) secure methods are in place prior to personal data/confidential information being passed to these authorised third parties and (b) such third parties are subject to same obligations as the Customer has to IDP Connect under this Advertising Contract and the Data Processing Agreement.
  3. IDP Connect is not liable to the Customer for any failure of any website or service creation or operation due to any forces or causes beyond its control, including, but not limited to interference by unauthorized persons, power surges, outages or interruptions, internet outages or interruptions, Acts of God, Customer activity, and other such occurrences.
  4. The Contract between IDP Connect and the Customer shall be deemed to be created in Philadelphia, Pennsylvania. The Laws of the State of Pennsylvania shall apply to any interpretation (whether judicial or otherwise) of the Contract. Venue and jurisdiction for any dispute arising under the Contract shall lie in Philadelphia, Pennsylvania. The Customer, in any dispute under this Contract, waives trial by jury.
  5. Only one (1) set of amendments may be made to profiles in one Contract year. However, an unlimited amount of changes to English copy may be made (subject however to approval by IDP Connect) by Customers via https://my.idp-connect.com
  6. Customers of IDP Connect agree to being sent periodic updates on products and services.
  7. In the event of default by the Customer, IDP Connect is entitled to any remedies at Law and Equity, including Specific Performance. In any action to enforce the Contract or collect sums due hereunder, IDP Connect shall be entitled to attorney’s fees.

Once the order is confirmed, we will send you a formal bookings email and invoice to begin our collaboration.

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