Terms
The AGENT wishes to promote and refer students to Edvisor Offerings.
The parties have agreed that EDVISOR is to provide Edvisor Offerings to the AGENT and the AGENT is to promote and refer students to Edvisor Offerings under the terms of this agreement.
Agreed Terms
Supply of Edvisor Offerings
Supply
1.1 Edvisor will provide the Edvisor Offerings to the AGENT during the Term through the Edvisor for Agents product found at www.edvisor.io (the “Edvisor Platform”).
AGENT requirements
1.2 The AGENT will:
Refer qualified students that wish to consume Edvisor Offerings and meet all of the relevant Edvisor Offering requirements.
Follow the booking and payment instructions as defined by EDVISOR (in Schedule A). All AGENT staff working with potential students will complete training on the booking provided by EDVISOR staff.
Be responsible for the distribution of marketing materials provided EDVISOR about Edvisor Offerings through the Edvisor Platform.
Provide the information that Edvisor reasonably considers is necessary to enable Edvisor to provide the Edvisor Offerings in accordance with this agreement. The AGENT may respond to such request by notice in writing that it chooses not to supply some or all of the information requested by Edvisor, acknowledging that the withholding of such information may impact on the provision of some of the Edvisor Offerings. Any information supplied by the AGENT shall be deemed Confidential Information;
Maintain minimum booking quota per Edvisor Offering (as indicated in Schedule A)
Conduct its activities and representation of Edvisor Offerings in compliance with any national, local, and Canadian laws for any country it operates in.
Exclusivity
1.3 During the active term of this agreement, the AGENT shall not engage or work with a third party (including the direct supplier of) to procure Edvisor Offerings (for greater clarity, the offerings listed in the Services Order Form).
EDVISOR requirements
1.4 EDVISOR will:
(a) provide AGENT with regular and timely updates through the Edvisor Platform on changes to Edvisor Offerings, including changes to fees, services, admissions requirements, and other materials necessary to perform the Agency Services, including details of offerings, start and end dates for programs, nationality mixes, marketing materials including photos and videos, translations where appropriate;
(b) promptly process prospective bookings submitted pursuant to this Agreement, and accept or reject the booking within five (5) business days of EDVISOR’s receipt of such booking;
(c) acknowledge receipt of booking through the Edvisor Platform;
(d) respond promptly to any questions about submitted bookings through the Edvisor Platform or, if necessary, a different mutually agreed upon communication channel such as email
Intellectual Property
Grant of Rights
2.1 In order to provide the Agency Services described above, AGENT requires certain proprietary materials from the EDVISOR and Edvisor Offering content, technology materials, intellectual property, data, promotional materials, and other proprietary materials of EDVISOR and that are or have been procured, created or developed by or for or licensed to EDVISOR (collectively, the “EDVISOR Data”). The EDVISOR hereby grants to AGENT a non-exclusive and revocable license during the Agreement Term to use the EDVISOR Data to the extent required in order to perform the applicable Agency Services.
Trademarks
2.2 Subject to the terms and conditions of this Agreement, EDVISOR hereby grants AGENT, during the Term:
(a) a nonexclusive and revocable license to use, reproduce and display EDVISOR’s trademarks and service marks (the “Trademarks”) and enable AGENT’s agents and representatives to use such Trademarks solely for the purposes of performing the Recruitment Services; and
(b) access and use the materials of the EDVISOR containing the Trademarks accessible online via the EDVISOR’s URLs.
Reservation of Rights
2.3 2.3. Each Party acknowledges that it does not acquire any intellectual property or other proprietary rights under this Agreement, including any right, title or interest in and to patents, copyrights, trademarks, industrial designs, confidential information, or trade secrets, whether registered or unregistered, relating to the other Party’s intellectual property or any part thereof, other than as expressly set out in this Agreement. Any rights not expressly granted under this Agreement are reserved.
Confidentiality
Confidentiality
3.1 Each party shall keep confidential all information provided by the other party, including without limitation in the case of the EDVISOR as disclosing party, all EDVISOR and Edvisor’s Offering’s Data (as defined below) other than to the extent disclosure is required to provide the Agency Services in accordance with this Agreement or upon the binding request of applicable regulatory bodies. “All information” in this Section includes the pricing and terms of this Agreement but excludes information which (a) is or becomes a part of the public domain through no act or omission of the receiving party, (b) was in the receiving party’s lawful possession prior to the disclosure, as evidenced in writing, (c) is independently developed by the receiving party without reference to the disclosing party’s confidential information, as evidenced in writing. Promptly following the expiration of the Term, each party shall promptly return or destroy all information of the other party and all copies thereof, upon request and at the sole discretion of such other party.
Warranties
Warranties
4.1 Each Party represents, warrants and covenants to the other Party that it has the right and authority to enter into this Agreement and to grant all rights granted by such Party in this Agreement.
4.2 AGENT represents, warrants and covenants to EDVISOR that:
(a) AGENT will exercise a degree of care, commensurate with an experienced provider of similar offerings;
(b) AGENT will perform promote and refer students to Edvisor Offerings in accordance with all applicable laws and regulations;
4.3 EXCEPT AS SPECIFICALLY SET FORTH OR REFERENCED IN THIS AGREEMENT, THERE ARE NO REPRESENTATIONS, WARRANTIES, OR CONDITIONS OF EITHER PARTY, EXPRESS, IMPLIED, STATUTORY, COLLATERAL, OR OTHERWISE, REGARDING ANY MATTER, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY OR FITNESS FOR A PARTICULAR PURPOSE.
Indemnities
Indemnities
5.1 Each Party agrees to defend, indemnify and hold the other Party, its affiliates, successors, assignees and their respective directors, officers, shareholders, employees and agents harmless from and against all losses, costs, damages, expenses and liabilities (including reasonable legal fees and court costs) which may be suffered or incurred by the indemnified party or its affiliates or their respective directors, officers, employees or agents arising out of or as a result of or relating in any manner whatsoever to claims in respect of:
(a) any gross negligence or criminal, fraudulent or other wilful misconduct, whether as a result of an act or omission of the indemnifying party or of any person for whom the indemnifying party is responsible hereunder, including employees, directors, contractors and agents, including any grossly negligent, criminal, fraudulent or dishonest acts; and
(b) the infringement, violation or misappropriation of the intellectual property rights of any person by the use by the indemnified Party of the property of the indemnifying Party, including in the case of the EDVISOR, the use by AGENT of the EDVISOR Data and Trademarks in accordance with this Agreement.
Limitation of liability
Limitation
6.1 Subject to clauses 6.3 and 6.4, any liability of a party to the other party for loss or damage however caused (including by the negligence of that party) in connection with this agreement is limited to CAD $1,000.
6.2. The limitation set out in clause 6.1 is an aggregate limit for all claims, whenever made.
Consecuential loss
6.3 Each party is not liable for any Consequential Loss however caused (including by the negligence of that party), suffered or incurred by the other party in connection with this agreement.
6.4. Consequential Loss in clause 6.3 means:
(a) loss of bargain;
(b) loss of revenues;
(c) loss of reputation;
(d) indirect loss;
(e) loss of profits;
(f) consequential loss;
(g) loss of actual or anticipated savings;
(h) lost opportunities, including opportunities to enter into arrangements with third parties;
(i) loss or damage in connection with claims against the other party by third parties; and
(g) loss or corruption of data.
Seriousness or nature
6.5 For clarity and without limiting clauses 6.1 and 6.3 the parties agree that clauses 6.1 and 6.3 are to apply in connection with a breach of this agreement, anticipated breach of this agreement and other conduct regardless of the seriousness or nature of that breach, anticipated breach or other conduct.
Term and termination
Term
7.1 This agreement commences on the Commencement Date and continues for the Initial Period and each Rollover Period unless terminated earlier under clause 7.
Termination for breach
7.2 A party may terminate this agreement by written notice to the other party if:
a party commits a material breach of this agreement and, if the breach is capable of being remedied, fails to remedy that breach within 14 days of receiving notice from the other party requiring it to do so;
a party commits an act which the other party reasonably believes has a material adverse impact on the other party’s reputation and goodwill or which is disparaging of the other party; or
an Insolvency Event occurs in relation to a party, in which case this agreement is terminated immediately.
Termination by notice at end of period
7.3 Either party may terminate this agreement by giving at least 14 days’ written notice to the other party before the expiry of the Initial Period or a Rollover Period, in which case the termination is effective immediately upon the expiry of that period.
Termination for contract change
7.4 Edvisor may amend the terms of this agreement by giving 7 days’ written notice to the AGENT of the amendments which are to take effect at the end of the notice period.
7.5. The AGENT may terminate this agreement within 7 days of receiving a notice under clause 7.4 by written notice to EDVISOR, in which case this agreement is terminated immediately.
Waiver and acknowledgment
7.6 The AGENT expressly waives any rights it may have to terminate this agreement other than as contemplated by this clause 4.
After termination
7.7 On termination of this agreement:
Edvisor must return any physical copies of AGENT Data in its possession and shall either delete or destroy (at AGENT’s election) any AGENT Data;
the accrued rights or remedies of a party are not affected; and
each party must deliver to the other party any Confidential Information or other property in its care, custody or control that was received from or on behalf of the other party.
Survival
7.8 Termination of this agreement will not affect clauses 2, 4.8, 5, 6, 7 and 8 or any provision of this agreement which is expressly or by implication intended to come into force or continue on or after the termination.
Privacy
Use of personal information
8.1 Each party must process, use and disclose all Personal Information:
(a) in compliance with the Privacy Laws; and
(b) only for the purposes of performing its obligations under this agreement.
Treatment of Personal Information
8.2 Each party must give all assistance required by the other from time to time in relation to compliance with the Privacy Laws.
8.3. Each party indemnifies the other against all costs, expenses, losses, proceedings and claims of any nature suffered, brought or incurred directly or indirectly as a result of a breach of its obligations under this clause 8.
8.4. Each party must immediately notify the other party if it becomes aware that a disclosure of Personal Information may be required by law.
General
Governing law
9.1 This Agreement will be governed by and construed in accordance with the laws of the Province of British Columbia, and the applicable federal laws of Canada therein. The parties agree to submit to the exclusive jurisdiction of the British Columbia courts.
Other
9.2 EDVISORs relationship to AGENT is that of an independent service provider.
9.3. A waiver of any default, breach or non-compliance under this Agreement is not effective unless in writing and signed by the Party to be bound by the waiver. The waiver by a Party of any default, breach or non-compliance under this Agreement will not operate as a waiver of that Party’s rights under this Agreement in respect of any continuing or subsequent default, breach or non-compliance (whether of the same or any other nature). No modification of or amendment to this Agreement will be valid or binding unless set out in writing and duly executed by the Parties.
9.4. EDVISOR may assign all or any portion of this Agreement without the prior written consent of AGENT.
9.5. This Agreement and the Agency Terms of Service on the EDVISOR website, as amended from time to time, constitute the entire agreement between EDVISOR and AGENT and replaces and supersedes all prior and contemporaneous communications, undertakings and agreements, written or oral, related to the subject matter of this Agreement; provided that, this Agreement shall take precedence over such Terms of Service. This Agreement may not be amended or modified except by instrument in writing and executed by both parties. Any waiver by either party of any provisions of this Agreement shall not constitute a waiver of any other provision (whether similar or not), nor will such waiver constitute a continuing waiver of that particular provision unless expressly provided in writing. If it is found by a court that any portion of this Agreement is invalid or unenforceable, the remainder of this Agreement will not be affected.
9.6. Any notice or other communication required or permitted under this Agreement and intended to have legal effect must be given in writing to the other party at the address set forth above (each party may change its address from time to time upon written notice to the other party of the new address). Notices will be deemed to have been given
