By sending an Order to or receiving an Order acceptance from IDP Connect, the Advertiser agrees to be bound by the Contract, including these terms and conditions. Unless otherwise agreed in writing and signed by a Director of IDP Connect, IDP Connect will not enter into contracts with customers except on these terms and conditions. Any other terms and conditions proffered or referred to in any document, for example in any purchase order, are expressly rejected.
In these terms and conditions, the following definitions apply:
Advertiser is the customer named on the Order;
Advertiser Marketing Consent is a feature available to Advertisers to promote its own marketing activity and gather subscriptions directly from Visitors on the IDP Connect Websites;
Click-through rate or CTR is the ratio of the number of times a web user clicks on an online advertisement to the number of website visitors who view the advertisement;
Content is all text, information, data, images, audio or video material in whatever medium or form provided by the Advertiser to IDP Connect or IDP Connect obtains from the Advertiser’s website or prospectus for incorporation in the Website. This also covers the content for the Advertiser’s Marketing Consent;
Contract is the Order and these terms and conditions;
Cost per Application/Enrolment or CPA is the price charged to the Advertiser for:
(a) each application; and
(b) for each enrolment
in either case received by the Advertiser as agreed by the Parties and set out in the Order;
Cost per Enquiry Model or CPEM is the price charged to the Advertiser for each web click by a user, for each email received by IDP Connect from a user, or other interaction agreed by the Parties on the Order;
Content Management Tool is my.idp-connect.com. This is a tool available to the Advertiser to enter and approve advertising content, institution details, learning opportunities and privacy related content;
Conversion Pixel is an HTML code snippet which is used in IDP Connect offsite retargeting or audience extension campaigns to measure user actions, including (but not limited to) prospectus downloads, course enquiries and applications. The relevant user actions to be measured for a particular campaign will be as agreed by the Parties and set out in the Order;
CPA Budget is the total fees for CPA as set out in the Order, which is reduced according to the contracted price for each application or enrolment delivered until the CPA Budget is exhausted;
CPEM Budget is the total fees for CPEM as set out in the Order, which is reduced according to the contracted price for each click and/or email delivered, and/or each other agreed interaction until the CPEM Budget is exhausted;
Fees are the fees payable in respect of the Services specified on the Order;
Enrolment Matching Tool or EMT is the enrolment matching tool the Advertiser runs at the end of the Contract to determine the total number of applications or enrolments the Advertiser received via the Website;
Go Live Date is the date on which the Advertiser’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 Contract in accordance with clause 2 below;
IDP Connect means IDP Connect Limited, a company incorporated in England and Wales with registered number 02471319 and with its registered office at First Floor Bedford House, 69-79 Fulham High Street, London, SW6 3JW;
Intellectual Property Rights are all intellectual property rights wherever in the world arising, whether registered or unregistered (and including any application), including copyright, know-how, confidential information, trade secrets, business names and domain names, trademarks, service marks, patents, petty patents, utility models, design rights, semi-conductor topography rights, database rights and all rights in the nature of unfair competition rights or rights to sue for passing off;
IQ Services are data, research or consultancy Services provided by IDP Connect to Advertisers as described by the Order;
Learning Provider means educational institutions that provide learning programmes (including bachelors’ degrees, foundation degrees, and higher national diplomas) and postgraduate programmes (including masters’ degrees, master of business administrations degrees, PhDs and doctorates);
Marketing Consent is the consent the Advertiser can seek from Visitors to the Website;
Offsite Retargeting Campaign means an IDP Connect advertising campaign which uses Conversion Pixels to measure advertising return on investment;
Order is IDP Connect’s advertising order form or order email for the Services or, in respect of the provision of video, the video order summary agreed between the Parties, or in respect of IQ Services, the order form or Statement of Work agreed between the parties;
Party means each of the Advertiser and IDP Connect and together the Advertiser and IDP Connect are the Parties;
Privacy Related Content is the minimum information the Advertiser needs to supply in order to collect Marketing Consent on the Website;
Services means the services set out in the Order to be supplied by IDP Connect to the Advertiser;
Statement of Work means the document agreed by both parties describing IQ Services, and from time to time other Services, to be delivered by IDP Connect to the Advertiser;
Website means any websites under the control of IDP Connect and/or any third party websites on which IDP Connect places advertising profiles of the Advertiser (or any of IDP Connect’s advertisers);
Visitor(s) is the prospective student visiting a Website and engaging with the Advertiser via enquiry form, marketing subscription or request for prospectuses/information.
Headings used are for convenience only and shall not affect the meaning of the Contract.
- Contract commencement
- Other than in respect of an agreement for video, a Contract will be formed at the moment IDP Connect accepts in writing an Order received by it from the Advertiser or the Advertiser’s agent.
- In respect of an agreement for video, the Contract will be formed at the time that it is signed by both Parties.
- In respect of an agreement for some IQ Services (e.g. consultancy and research services), the Contract will be formed at the time that the Statement of Work is received with written approval from the Advertiser and accepted in writing by IDP Connect.
- Where the Advertiser places the Order and requests IDP Connect to invoice an agent, the Contract is nonetheless formed between the Advertiser and IDP Connect. The Advertiser acknowledges that it is contractually liable to make payment to IDP Connect in accordance with these terms and conditions in the event the agent fails to make payment when it falls due.
- Other than in respect of a video Order, cancellation of an Order by the Advertiser will be subject to a 100% cancellation fee
- Cancellation of an Order for video will be subject to a charge calculated by reference to the time already spent by IDP Connect (at its then applicable rates) as at the date of termination.
- All cancellations must be made in writing and are effective once acknowledged by IDP Connect in writing.
- Other than for the CPEM or unless otherwise specified on the Order, Services start from the Go Live Date.
- In respect of the CPEM, if the Order does not specify the date on which the Advertiser wishes to commence CPEM, that activity will similarly commence on the Go Live Date.
- Supply and approval of advertising content
- IDP Connect, with an exception of the clearing profile, shall have the final approval of all advertising copy profiles for the Websites and all Content.
- The Advertiser may suggest factual Content for IDP Connect to use before the Go Live Date.
- The Advertiser may change photographs and videos featured in the Content at any time.
- IDP Connect reserves the right to reject or cancel any advertisement, Order, space reservation or position commitment at any time, or remove any advertisement from any website page controlled by IDP Connect or reject any URL link embodied within the Content.
- By submitting or approving Content for use on the Website, the Advertiser acknowledges and agrees that it acquires no proprietary interest in the Website or its content and may not use them in any way except as expressly permitted by IDP Connect and only for the duration of the Contract.
- For the avoidance of doubt, the translated Content used on the Advertiser’s website may not be displayed after the expiry date of the Contract.
- The Advertiser warrants it owns or is validly licensed to use all Intellectual Property Rights in the Content.
- Save only in respect of video produced by IDP Connect, the Advertiser shall on demand indemnify and keep indemnified IDP Connect against all costs, claims, damages, losses and expenses incurred by IDP Connect arising as a result of any claims actual or threatened of any kind including without limitation infringements of third party Intellectual Property Rights, libel, defamation, breach of confidentiality, breach of any statutory or regulatory duty, false or misleading advertising or breach of any industry advertising codes or sales practices (including codes of practice and guidance issued by the UK’s Committee of Advertising Practice or the Advertising Standards Authority) arising from the Content and/or any material of the Advertiser or other parties that users of the Website can link to through the Content.
- For translated profile bookings on our international Websites, a maximum of two sets of amendments may be made to profiles in one year. However, an unlimited amount of changes to English copy can be made by Advertisers via https://my.idp-connect.com
- Delays or issues with the supply of advertising content
- Should IDP Connect not be able to fulfil an Order at the Go Live Date due to the Advertiser not providing the required or requested information, and it not being available on their website, full payment of the Fees is still due.
- If the Advertiser fails to supply or approve their advertising copy in time for the Go Live Date, the chargeable period will nonetheless start from the Go Live Date. The relevant “chargeable period” shall be the time specified in the relevant Order as the period for which the campaign will run (or, if no period is specified in the Order, twelve months) from the Go Live Date. The Fees will apply pro rata from the Go Live Date. (For example, if the Advertiser books the advertising to run for 4 months and the Advertiser only supplies advertising copy one month after the Go Live Date, IDP Connect will charge 25% of the overall Fees for the first month from the Go Live Date and then run the advertising for the next 3 months, in return for the remaining 75% of the Fees).
- The Advertiser must respond to any request from IDP Connect for the provision of, or approval of, specific items within the time specified by IDP Connect in the relevant request. Without limiting any other right or remedy of IDP Connect under the Contract, where approval requests are not responded to in a timely manner, IDP Connect may at its discretion choose to source content or images from the Advertiser’s website or other information published by it, or it may proceed to publish the items sent to the Advertiser.
- The Advertiser shall at all times comply with the codes of practice and any applicable guidance issued by the UK’s Committee of Advertising Practice or the Advertising Standards Authority as applicable and all other relevant industry codes of practice and guidance.
- IDP Connect gives no guarantees as to the mix of web clicks, emails or other interactions that are delivered for the CPEM Budget.
- IDP Connect reserves the right to run the advertising until the value of the CPEM Budget has been exhausted, and beyond any date by which it was assumed delivery would have been completed at the point of booking.
- IDP Connect reserves the right to reduce the remaining CPEM Budget for delivery of enquiries pro rata for any period that the Advertiser fails to maintain a complete listing of their available courses for any period in which advertising is live.
- The Advertiser shall use all necessary professional skill and care in running the EMT and selecting and setting the correct data sets to achieve an accurate set of results from the running of the EMT. IDP Connect shall have the right to investigate whether the EMT was run correctly and using the correct data sets, including by an audit of the appropriate books and records of the Advertiser to the extent necessary to allow it to verify the accuracy of the EMT results. The Advertiser is obligated to re-run the EMT using the corrected data sets at IDP Connect’s request.
- IDP Connect shall extend the period of the Contract if the CPA Budget is not exhausted until it is exhausted by further EMTs run at times decided by IDP Connect.
- If the Advertiser fails to run the EMT at the end of the Contract or any other times designated by IDP Connect, or fails to run it with corrected data sets as requested in accordance with clause 13.1 above, IDP Connect is discharged from its obligations to provide further applications and/or enrolments via the Website and the Advertiser will be liable to pay the Fees in full.
- The Advertiser is licensed to use the EMT solely for the purposes of the Contract. Any other use of the EMT is expressly prohibited. The licence is non-exclusive and non-transferable. The Advertiser may load the EMT and use it on one computer which is solely used by the Advertiser. The Advertiser may not:
- rent, lease, distribute, sub-license, loan, copy, modify, adapt, merge, translate, reverse engineer, decompile or disassemble the whole or any part of the EMT (except as allowed by law); or
- except as expressly provided in this agreement, use, reproduce or deal in the software underlying the EMT in any way.
- The EMT is licensed “AS IS” without any warranty. IDP Connect disclaims all warranties and conditions as to quality or fitness for purpose, whether express or implied by statute or otherwise.
- It is the responsibility of the Advertiser to ensure that its full courses database is correct, up to date and permanently listed on the Website for the full period of the Contract.
- Advertising platform
- IDP Connect provides a platform for Advertisers to advertise their services and courses on the Website. It does not guarantee sale of those courses.
- IDP Connect provides enquiry and Marketing Consent forms to the Website Visitors to interact with the Advertiser directly.
- IDP Connect will securely transfer all Visitor requests to the Advertiser using the method chosen by the Advertiser and specified in the Order.
- IDP Connect provides access to the Advertiser to the Content Management Tool my.idp-connect to add, edit and approve Content.
- The Advertiser agrees that any contract, arrangement or agreement is between the Advertiser and Visitors to the Website following any enquiry made through the Website.
- The Advertiser agrees to process any consent collected from the Visitors of the Website in line with the DP Law (as defined in the Data Sharing Agreement referred to in Clause 21). It is the Advertiser’s sole responsibility to maintain the validity of the consent and manage any consent withdrawals.
- IDP Connect shall not be party to, and shall have no rights or obligations under, any such contract, arrangement or agreement. For personal data shared as part of the Services, IDP Connect will pass any deletion requests it receives directly to the Advertiser, but it is the Advertiser’s responsibility to determine how to manage and respond to these requests.
- Privacy Related Content
- IDP Connect provides an option to Advertisers to gather Advertiser Marketing Consent on the Website.
- The Advertiser agrees to supply and maintain the wording of the Advertiser Marketing Consent, the link to its own privacy notice and its Data Protection Officer contact details via https://my.idp-connect.com
- Video Content
- The Customer may request IDP Connect to produce video content to be included within the Customer’s advertisement on the Website. The description of the Services to be provided by IDP Connect in respect of an Order for the production of a video will be set out in a video Order summary to be agreed between the Parties but otherwise subject to these terms and conditions.
- Other than as expressly provided in the video Order summary, the Services to be provided by IDP Connect shall include:
- the making of all necessary preparations for the filming and production of the video, including providing any crew, studio and other necessary facilities and services necessary to produce the video;
- the selection and obtaining of a licence to use background music. For the avoidance of doubt, if the Advertiser wishes to include music of its choice within the video, the costs of and responsibility for licensing such music shall rest entirely with the Advertiser;
- undertaking and overseeing post-production editing, cutting and completion of the video;
- delivering to the Customer the video; and
- collecting and maintaining consent from individuals featuring in the video.(if any such individuals subsequently withdraw their consent, the Advertiser shall be liable for the costs and expenses of editing the video to remove them from it).
- IDP Connect shall use its reasonable endeavours to deliver the video in accordance with the timetable specified in the video Order summary, but the Advertiser acknowledges that IDP Connect is dependent upon the assistance of the Advertiser as required in these terms and conditions, and may be subject to circumstances, including adverse weather for filming, which may lead to delays.
- The Parties will discuss in good faith the editorial content and artistic direction of the video. IDP Connect will submit to the Advertiser details of the storyboards, planning and proposed locations for filming for the video for review. The Advertiser shall notify to IDP Connect any issues, with appropriate explanation, within 5 days after receipt of the details. If IDP Connect does not receive notification of any issue within that period, the Advertiser will be deemed to have accepted such details.
- IDP Connect will deliver an edited cut of the video and the Advertiser shall have the right to make one request for reasonable changes. If the Advertiser does not request any changes within 5 days after delivery of the video, the Advertiser shall be deemed to have accepted the video as first delivered. If a request for reasonable changes is made, IDP Connect shall make such changes and then deliver a final cut of the video. If the Advertiser wishes further changes (or if the changes requested are not reasonable in the opinion of IDP Connect), any time spent in making such changes shall be charged for at IDP Connect normal rates applicable at the relevant time and be payable by the Advertiser.
- Delivery of the video shall be either by DVD delivered in hard copy or posted online for online review, at the choice of IDP Connect.
- The Advertiser shall provide IDP Connect with reasonable access to its personnel and the requested locations at no expense to IDP Connect, together with such assistance and support as is reasonably requested by IDP Connect in making the video and, in particular, to provide such information as IDP Connect may request. It will inform all people at its premises of the proposed filming and assist, as requested by IDP Connect, with the obtaining of release forms duly signed by all relevant people.
- The costs for the production of the video will be agreed by the Parties and specified in the video Order summary, including estimated details of the time (whether days or half days) that are specified for filming and editing to occur. Time spent by IDP Connect in addition to such estimated time will be charged for at IDP Connect normal rates applicable at the relevant time.
- In default of payment terms in the video Order summary, 50% of the cost shall be paid by the Advertiser in advance of the commencement of work by IDP Connect and the remaining 50% shall be payable on delivery of the final cut of the video (pursuant to clause 17.4).
- IDP Connect shall include within the video a credit for it as the producer of the video.
- IDP Connect will retain full ownership of the video and the rights in and to it, including the entire copyright throughout the world in all media (whether now known or hereafter developed) for the full period of copyright and all renewals or extensions thereof.
- IDP Connect hereby grants to the Advertiser a licence to use and reproduce the video in any part of the world (subject to any express restrictions on territory as specified in the video Order summary) in the Advertiser’s advertising to market the nominated academic establishment (as specified in the video Order summary) to prospective students. The Advertiser shall not have the right to edit, copy, alter, add to, take from or otherwise adapt in any manner the video in using it pursuant to this licence. Without limiting the foregoing, the Advertiser shall not remove or restrict the visibility of IDP Connect’s credit in the video.
- For the avoidance of doubt, IDP Connect may make such use of the video as it chooses.
- Conversion Pixels
- Where the Services include offsite retargeting or audience extension products it is the Advertiser’s responsibility where relevant to implement and activate Conversion Pixels onto their own or their client sites.
- It is the Advertiser’s responsibility to implement and activate the correct cookie disclaimer and consent options on their own or their client websites.
- The Conversion Pixels must be sufficient to allow the appropriate and accurate measurement of all user actions that are agreed by the Parties to be achieved by a campaign, as specified in the Order.
- If the Advertiser has not fully implemented the relevant Conversion Pixels by the Go Live Date (as specified in the Order or as otherwise agreed between the Parties), then IDP Connect reserves the right to run the campaign without the Conversion Pixels being active or implemented by the Advertiser and full payment of Fees is still due.
- Fees, Payments and Taxes
- All Fees and other charges are quoted exclusive of VAT (and any other applicable sales tax in any jurisdiction) which, if applicable, shall be charged in addition thereto. If the Advertiser is required by any applicable law to withhold any part of any amount payable to IDP Connect, the Advertiser shall at the time of payment make an additional payment to IDP Connect equal to the amount of such withholding.
- IDP Connect shall use reasonable efforts to reclaim tax withheld (provided that the extent of such efforts shall be assessed by reference to the amount withheld balanced against the time, effort and costs that will be required to seek to reclaim such sums). If IDP Connect does successfully recoup any such withheld monies, it will (after it has received such monies) pay to the Advertiser a reasonable proportion thereof (taking into account, amongst other matters, the costs and business time spent in achieving such recoupment), provided always that such payment shall only be due if and to the extent that the Advertiser did gross up the payments made by it pursuant to clause 19.1.
- Invoices are issued by IDP Connect on receipt/acceptance of the Order. Payment terms are 30 days from date of invoice, unless otherwise specified by IDP Connect.
- All invoices must be paid promptly in accordance with their terms.
- The Fees are non-refundable.
- Fees shall be paid in full, free of deduction, set off or counterclaim and in cleared funds to a bank account nominated in writing by IDP Connect.
- If the Advertiser fails to pay any amount payable by it under the Contract, then without prejudice to any other remedy, IDP Connect shall be entitled, but not obliged, to suspend the Services, and interest shall accrue on the overdue amount at the statutory rate for the time being in force under the Late Payment of Commercial Debts (Interest) Act 1998.
- Such interest shall be payable by the Advertiser immediately on demand, from the due date up to the date of actual payment, after as well as before judgment.
- Such interest shall accrue on a daily basis and be compounded quarterly.
- Where interest on any sum due accrues in accordance with this clause 19, any payment later received will be applied first in payment of the interest due, and secondly in reduction of the indebtedness.
- All information relating to identifiable people using the Website (Visitors) and passed between IDP Connect and the Advertiser should be treated as confidential.
- The Parties 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.
- Data Protection
- IDP Connect and the Advertiser agree that all personal data created and/or otherwise processed pursuant to the Contract will be processed fairly and lawfully by the Parties in accordance with Data Protection Law (DP Law) as defined in the Data Sharing Agreement.
- The Parties warrant to comply at all times with the DP Law, and that have in place and undertake 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 Parties both act as a Data Controllers (as defined in the DP Law) for personal data shared as part of the Service and by entering into this Contract, accept and agree to the terms of and will be bound by the Data Sharing Agreement. For the avoidance of doubt, the Parties agrees to process any personal data that they have access to as a result of the Contract only in accordance with the Data Sharing Agreement.
- The Advertiser will only use the personal data provided by IDP Connect in accordance with the provisions of the Data Sharing Agreement and for the purpose given (namely providing requested information, answering an enquiry or when explicit Consent is given, to send marketing Content). If the given purpose changes, the Advertiser will inform IDP Connect of the new purpose so that the information can be shared with the Visitors.
- The Advertiser 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 Sharing Agreement and to satisfy the original purpose (namely providing requested information, answering an enquiry or sending marketing Content). Without limiting the other obligations under this Contract or the Data Sharing Agreement, when that happens the Advertiser shall ensure that:
- secure methods are in place prior to personal data/confidential information being passed to these authorised third parties; and
- such third parties are subject to same obligations as the Advertiser has to IDP Connect under this Contract and the Data Sharing Agreement.
- As an existing customer, the Advertiser will be sent periodic updates on IDP Connect’s products and Services. The option to opt-out will be included in all related correspondence.
- In the event that the Advertiser cancels, does not pay as agreed or for any reason is unable to accept enquiries from a CPEM booking, such as but not limited to, the Advertiser not running the courses, IDP Connect may in its discretion remove the Content from the Website.
- In the event of removal of Content by IDP Connect under clause 23 above where the CPEM Budget has not been exhausted by the time of the removal, the full outstanding Fees are still due and payable, notwithstanding the removal.
- IDP Connect will not be liable to the Advertiser if for any reason beyond its reasonable control the Website is unavailable at any time or for any period.
- IDP Connect shall not in any circumstances whatever be liable to the Advertiser, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract for any indirect or consequential loss or damage. The maximum aggregate liability of IDP Connect under or in connection with the Contract, whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to a sum equal to the CPA Budget or the CPEM Budget applicable in the year of the claim, as the case may be.
- The maximum cap referred to in clause 25.2 above does not apply to liability for:
- death or personal injury resulting from the negligence of IDP Connect;
- fraud or fraudulent misrepresentation; or
- any other liability that cannot be excluded or limited by English law.
- Neither Party shall have any remedy in respect of any untrue statement made by the other upon which that Party relied in entering into the Contract (unless such untrue statement was made fraudulently) and that Party’s only remedies shall be for breach of contract as provided in the Contract.
- The terms of the Contract constitute the entire agreement between the Parties regarding its subject matter and supersede and replace any and all prior agreements, understandings or arrangements between the Parties, whether oral or in writing, with respect to the same.
- No representation, undertaking or promise shall be taken to have been given or be implied from anything said or written in negotiations between the Parties prior to the Contract except as expressly stated in these terms and conditions.
- A waiver of any right under these terms and conditions is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default.
- In this Contract, a thing required to be done “in writing” shall be adequately done if done by email.
- The Contract is governed by the law of England and Wales and any dispute is subject to the exclusive (subject to clause 26.6) jurisdiction of the Courts and Tribunals of England and Wales.
- IDP Connect may issue proceedings against the Advertiser in any jurisdiction in which the Advertiser has any assets or where there is otherwise any likelihood of recovery of debt from the Advertiser. In this situation the Advertiser is liable for the costs of such proceedings including legal fees, accommodation, subsistence and travel expenses of IDP Connect, its employees, agents and legal and other representatives.
Terms & Conditions were updated in May 2020