Terms & conditions - Adventus Drive

Adventus Drive Terms & Conditions

Last Modified: September 2021

These terms and conditions (Agreement) are between Adventus Education Pte. Ltd. (UEN 201230626D) (Adventus) and the party named in the Order (Customer).

The parties agree as follows.

1. Term

1.1. Each Order commences on the start date specified in the Order and continues in effect until the expiry of the relevant Order Term, subject to earlier termination by either party in accordance with this Agreement.
1.2. Notwithstanding the expiration or termination of any Order, the terms and conditions of this Agreement continue in respect of any other Orders that have not expired or been terminated.

2. Order

2.1. Each Order will be governed by the terms of this Agreement.
2.2. In the event of any inconsistency between the terms of this Agreement and the terms of an Order, unless expressly stated otherwise, the terms of the Order shall prevail.
2.3. Under no circumstances shall:
- (a) any terms or conditions set out in any purchase order, invoice or other document issued by the Customer in connection with any Order or this Agreement; or
- (b) any terms or conditions inserted, amended, or varied by the Customer in any Order without prior written agreement by Adventus, be deemed to modify, alter, or expand the rights, duties, or obligations of the parties under any Order or this Agreement, regardless of any failure of Adventus to object to such terms or conditions.

3. Deliverables

3.1. The Customer may order Deliverables to which this Agreement applies by provision of an Order to Adventus. Adventus is not deemed to accept the Order until it has provided written confirmation of the same to the Customer.
3.2. Subject to the terms and conditions of this Agreement, Adventus shall provide the Customer with a limited, non-exclusive, non-transferable, and non-sublicensable licence to use the Deliverables set out in the Order during the term stated in the applicable Order.

4. Fees

4.1. Fees
- (a) The Customer must pay the fees set out in an Order in the manner specified in the Order and this Agreement.
- (b) Except as expressly provided in an Order or this Agreement, all fees are payable in advance and are non-refundable.
- (c) Unless otherwise agreed by the parties, all fees for the Deliverables to which an Order and this Agreement applies shall be set at the then current Adventus pricing.
4.2. Payment
If no period for payment of the fees is specified in the Order, the fees must be paid within 30 days from the earlier of:
- (i) the date of the invoice; or
- (ii) the date the Customer is provided with access to the Deliverables.
4.3. Interest
If the fees are not paid within the time period set out in clause 4.2, Adventus may charge interest at a rate of 10% per annum, which shall accrue on a daily basis and be compounded monthly.
4.4. Set Off
The Customer must not set off, deduct or withhold payment of the fees set out in an Order or any other amounts due to Adventus on any basis.
4.5. Tax
- (a) Unless otherwise stated in the Order, any consideration or amount payable under or in connection with an Order or this Agreement, including non-monetary consideration, is exclusive of any goods or services or value added tax (Supply Tax).
- (b) The Customer must pay Adventus an additional amount equal to the Supply Tax on any consideration under or in connection with an Order or this Agreement.
- (c) If the Customer is required by law to deduct any withholding tax, levy or duty of any nature (excluding Supply Tax) in relation to the fees payable under an Order or in connection with this Agreement (Withholding Tax), then, unless Adventus receives the benefit of a credit equal to the Withholding Tax, the Customer shall pay Adventus such additional amounts as necessary to place Adventus in the same position that Adventus would have been in had no Withholding Tax been paid or incurred.
4.6. Surcharge
- (a) Adventus reserves the right to charge a surcharge on any fees paid or payable in relation to an Order or this Agreement, which is equal to the surcharge incurred by Adventus from any credit agency or other financial institution.
- (b) If a direct deposit or telegraphic transfer attracts a surcharge, transaction fee or other charge, the Customer must pay Adventus such additional amounts as necessary to place Adventus in the same position that Adventus would have been in had no surcharge, transaction fee or other charge been incurred.

5. Customer Obligations

5.1. In accessing the Deliverables, the Customer agrees:
- (a) to provide Adventus with accurate, current and completion information as reasonably required by Adventus from time to time to provide the Deliverables;
- (b) to keep all credentials to access the Deliverables confidential and secure, and to only provide such credentials to officers, employees, or contractors of the Customer on a need-to-know basis;
- (c) the Customer shall be responsible for all acts or omissions of its officers, employees or contractors; and
- (d) to comply with any terms of use that may apply to the Deliverables as notified by Adventus to the Customer from time to time.

6. Customer Restrictions

6.1. In accessing the Deliverables, the Customer agrees not to engage, or permit or entice any other person to engage, in any of the following conduct:
- (a) use the Deliverables for any activities or conduct that will breach, or shall be contrary to, any Laws in force from time to time that apply to the Customer;
- (b) infringe any third-party rights (including Intellectual Property Rights, privacy and data protection rights);
- (c) use the Deliverables to circumvent, void, alienate or bypass any contracts, agreements, or arrangements with others, or obviate or interfere with the relationship of Adventus and its contracts, agreements, or arrangements;
- (d) use the Deliverables in a manner or way, or post to or transmit to Adventus, any information or material which interferes, defames, harasses, threatens, menaces, or offends any person or which prevents any other person from using or enjoying the products and services provided by Adventus;
- (e) post or transmit any obscene, indecent, inflammatory or pornographic material or other material that may give rise to civil or criminal proceedings;
- (f) tamper with, hinder or interfere with the Deliverables, including compromising any security measures, functionality, network, system, software, and content;
- (g) copy, reproduce, modify, adapt, translate, improve, deconstruct, or reverse engineer any products or services provided by Adventus, or any part thereof;
- (h) use any robot, spider, site search, bot, timer, software lock, Trojan-horse routing, tramp door, virus, worm or similar disabling or malicious code to the monitor, tamper, distort, delete, damage, or disable any Deliverables;
- (i) use the Deliverables to commit or attempt to commit a civil or criminal act or facilitate the commission of a civil or criminal act or other illegal conduct;
- (j) deface, obscure, or remove any proprietary rights or notice of Adventus;
- (k) access or use the Deliverables to build or support, directly or indirectly, products or services competitive to Adventus; or
- (l) make any representations to Adventus or other third party arising out of or in connection with Adventus which is misleading or deceptive or untrue or is likely to mislead or deceive or be untrue.

7. Compliance with Laws

7.1. The parties must comply with all applicable Laws arising out of, or in connection with, the use and provision of the Deliverables.

8. Confidentiality

8.1. By virtue of an Order or this Agreement, the parties may disclose to each other Confidential Information. Each party must:
- (a) maintain the confidential nature of the Confidential Information;
- (b) take all reasonable, proper, and effective precautions to maintain the confidential nature of the Confidential Information and secure it against theft, loss, or unauthorised disclosure; and
- (c) only disclose Confidential Information to those officers, employees, contractors or agents of a party (Personnel) on a need-to-know basis for the purposes associated with the performance of the Deliverables, and ensure those persons are fully aware of the confidential nature of the Confidential Information.
8.2. Each party must, within a reasonable period, return or destroy, at the option of the disclosing party, all Confidential Information of the other party that is within its or its Personnel’s possession, custody, or control. Notwithstanding the return or destruction of Confidential Information, the recipient shall not be required to return or destroy any Confidential Information that it is required to retain in order to satisfy any legal or regulatory requirements to which it is subject or is contained in an archived computer backup in accordance with bona fide security and/or disaster recover procedures, provided that Confidential Information retained shall remain subject to the confidentiality provisions of this Agreement.
8.3. This clause 8 survives the expiration or termination of an Order or this Agreement.

9. Privacy

9.1. Adventus privacy policy, which is available at https://adventus.io/privacy-policy/ is incorporated into this Agreement by reference. Adventus may change its privacy policy at its discretion, however such change will not result in a material reduction in the level of security and protection provided to the Customer during the term of the Order or this Agreement.

10. Intellectual Property

10.1. Adventus Group owns and retains ownership of all Adventus Intellectual Property.
10.2. The Customer owns and retains ownership of all Customer Intellectual Property.
10.3. The parties acknowledge and agree that all Intellectual Property made, created, produced or acquired in connection with an Order or this Agreement (Developed Intellectual Property) will be vested in and owned by Adventus. The Customer hereby assigns all right, title and interest (including future copyright) in all Developed Intellectual Property, free from any third party right or interest.
10.4. The Customer grants Adventus:
- (a) a license to reproduce and use the Customer Intellectual Property as necessary in the performance of the Deliverables; and
- (b) a royalty-free, non-exclusive, world-wide, perpetual, irrevocable and transferable licence to reproduce, use, modify, distribute and incorporate into its products and services (without attribution of any kind) any suggestions, enhancement request, improve, recommendation, correction or other feedback provided by the Customer, including its Personnel.
10.5. This clause 10 survives the expiration or termination of an Order or this Agreement.

11. Warranties

11.1. To the fullest extent permitted by law, all express and implied guarantees, warranties, representations relating to an Order or this Agreement, that are not contained within an Order or this Agreement, are excluded. Nothing in this clause 11.1 excludes, restricts or modifies any right or remedy, or any guarantee, warranty or other term or condition, implied by legislation which cannot lawfully be excluded or limited.
11.2. For breach of any warranty, guarantee or representation, the Customer’s exclusive remedy and Adventus’ entire liability shall be limited to the correction of the deficient Deliverable that caused the breach of the warranty, guarantee or representation. If Adventus cannot substantially correct the deficiency in a commercially reasonable manner, the Customer will be entitled to a refund of fees under the relevant Order for that terminated Deliverable that the Customer pre-paid to Adventus for the deficiency period in issue.
11.3. This clause 11 survives the expiration or termination of an Order or this Agreement.

12. Disclaimer

12.1. To the fullest extent permitted by law, the Customer acknowledges that:
- (a) Adventus is not responsible for the creation, maintenance or accuracy of any third-party content or applications and makes no representations, either expressly or implicitly, in relation to the accuracy, timeliness, fitness or performance of the same;
- (b) Adventus is not responsible for the acts, omissions, or defects of any third party, which the Customer may deal with when accessing the Deliverables; and
- (c) Adventus uses all reasonable endeavours and safeguards to implement and provide the Customer with access to the Deliverables, however it does not make any representations, either expressly or implicitly, that the use or access to the Deliverables shall be timely, secure, free from interruption or error
12.2. The Customer is responsible for all equipment, operating systems, networks, software and internet service providers that are used to access the Deliverables, including the maintenance, upkeep, repair and performance of those equipment and systems.
12.3. This clause 12 survives the expiration or termination of an Order or this Agreement.

13. Limitations of liability

13.1. Neither party is liable to the other party for any Consequential Loss or a Force Majeure Event.
13.2. The aggregate liability of Adventus to the Customer arising out of or in connection with an Order or this Agreement will not exceed one times the total fees paid under the current or last delivered Order (Limitation of Liability). The Limitation of Liability does not apply to fraud or fraudulent misrepresentation, death or personal injury and any other liability that cannot be excluded or limited in the relevant jurisdiction to which the Deliverables are provided.
13.3. This clause 13 survives the expiration or termination of an Order or this Agreement.

14. Termination

14.1. Either party may terminate an Order with immediate effect by giving written notice to the other party (Non-Terminating Party) at any time if:
- (a) the Non-Terminating Party commits any breach of the terms of the Order or this Agreement and:
  - (i) the breach is incapable of remedy; or
  - (ii) where the breach is capable of remedy, fails to remedy that breach within 14 days of notice to do so; or
- (b) the Non-Terminating Party is subject to an Insolvency Event.
14.2. Either party may terminate an Order by giving at least 30 days written notice to the other party if a Force Majeure Event occurs for more than 90 consecutive days.
14.3. Fees are only refundable to the Customer on a pro-rata basis assessed at the date of termination of an Order where the Customer lawfully terminates an Order under clause 14.1.

15. General

15.1. (Warranty) Each party warrants that it has the power to authorise the execution, delivery and performance of an Order and this Agreement in accordance with its terms.
15.2. (Waiver) No exercise or failure to exercise or delay in exercising any right or remedy will constitute a waiver by that party of that or any other right or remedy available to it.
15.3. (Invalidity) Any provision of an Order or this Agreement, which is invalid or unenforceable in any jurisdiction will, as to that jurisdiction only, be read down or severed to the extent of that invalidity or unenforceability. The remaining provisions of an Order or this Agreement which are self-sustaining and capable of separate enforcement without regard to the read down or severed provision in that jurisdiction are and will continue to be valid and enforceable in accordance with their terms.
15.4. (Amendment) Adventus shall be entitled to amend this Agreement at any time by providing the Customer with ten (10) days written notice, except where such amendment is required by law, in which case Adventus shall amend this Agreement with immediate effect on written notice to the Customer. The Customer shall be deemed to have agreed to such amendment under this clause 15.4 if it continues to access the Deliverables after the last day of the written notice.
15.5. (Assignment) Adventus may assign its rights under an Order or this Agreement without the consent of the Customer. The Customer may not assign its rights under an Order or this Agreement without the prior written consent of Adventus.
15.6. (Entire agreement) This Agreement, together with each Order, the URL Terms and any other agreement referred to in this agreement, comprises the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes all prior understandings, agreements, deeds, representations and correspondence with respect to the same.
15.7. (Governing laws and jurisdiction) This Agreement is governed by the laws of Singapore and the parties submit to the non-exclusive jurisdiction of the courts of the Singapore and any courts competent to hear appeals from those courts. The Customer acknowledges that Adventus may issue proceedings against the Customer in any jurisdiction in which the Customer is incorporated, has assets or is otherwise likely to recover the debt.

16. Definitions

16.1. In this Agreement:
Adventus Group means Adventus and its related bodies corporate (within the meaning of section 6 of the Companies Act (Chapter 50 of Singapore)).
Adventus Intellectual Property means all Intellectual Property Rights owned by or licensed to any member of Adventus Group which existed prior to the start date set out in the first Order of a Customer but does not include Customer Intellectual Property or Developed Intellectual Property.
Confidential Information means all information that at the time of disclosure is identified to the recipient as being confidential, and all information that is not generally available to the public at the time of disclosure (other than by reason of breach of this Agreement) and which the recipient knows, or ought to reasonably be expected to know, is confidential.
Consequential Loss means any loss or damage suffered by a party that cannot reasonably be considered to arise naturally from a breach of contract, tort, under statute or any other basis in law or equity, whether or not in the reasonable contemplation of the parties as at the start date of an Order and may include loss of profits, loss of opportunity, loss of use of equipment or loss of data.
Customer Intellectual Property means all Intellectual Property Rights owned by or licensed to the Customer which existed prior to the start date set out in the first Order of a Customer but does not include Adventus Intellectual Property or Developed Intellectual Property.
Deliverables means the products or services specified in the Order.
Insolvency Event means a liquidation or winding up, the appointment of a trustee in bankruptcy, controller, administrator, receiver, manager or similar insolvency administrator, the entering into a scheme or arrangement with creditors or the occurrence of any event that has a substantially similar effect to any of the preceding events.
Force Majeure Event means any act, event or cause, other than a lack of funds, which:
- (a) directly or indirectly results in a party being prevented from or delayed in performing any of its material obligations under an Order; and
- (b) is beyond the reasonable control of that party.
Government Authority means any government or any public, statutory, governmental (including a local government), semi-governmental or judicial body, entity, department, or authority and includes any self-regulatory organisation established under statute.
Law means:
- (a) legislation, ordinances, regulations, by-laws, codes, articles, awards, proclamations, codes of practice or directions of any Government Authority; and
- (b) all other laws (including common law, equity or otherwise) from which legal rights and obligations may arise.
Order means any “Order” in substantially the form made available to the Customer by Adventus from time to time.
Order Term means the term for an Order as specified in an applicable Order.
Intellectual Property means any intellectual or industrial property protected by law, including any patent, invention, copyright, design (whether or not registrable), trade secret, circuit layout design or right in relation to circuit layouts, right to confidential information, technical information, processes, techniques and know-how, patterns, designs, specifications, drawings, artwork, transparencies, proofs, documents, samples, dies, tools, jigs, equipment and other materials, regardless of where in the world it is created.
Intellectual Property Rights means:
- (a) all rights to own, use and exploit Intellectual Property;
- (b) all applications or rights to apply for registration of the Intellectual Property;
- (c) all renewals or extensions of registration of the Intellectual Property; and
- (d) all licences and rights granted to use or exploit the Intellectual Property.
URL Terms means all terms, conditions and notices that the Customer must comply with that are referenced in this Agreement and incorporated by that reference.

17. Interpretation

In this Agreement, unless expressed to the contrary:

(a) headings are inserted for convenience only and do not affect the interpretation of this Agreement;
(b) words in the singular include the plural and vice versa;
(c) a reference to a clause is a reference to a clause of this Agreement;
(d) if a word or phrase is defined in this Agreement than any other grammatical form of the word or phrase shall have a corresponding meaning;
(e) a reference to a natural person includes a body corporate, partnership, joint venture, association, government or statutory body or authority or other legal entity;
(f) a reference to a party includes the party’s legal personal representatives, successors, assigns and persons substituted by novation;
(g) no clause of this Agreement shall be interpreted to the disadvantage of a party merely because that party drafted the clause or would otherwise benefit from it; and
(h) the word “includes”, “including”, “for example” and other similar expressions are to be construed without limitation.

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