TERMS AND CONDITIONS FOR RECRUITERS

1. General
   1. These terms and conditions (“Terms and Conditions”), including the Enterprise Order Form (if applicable), the URL Terms or any other documents referred to in these Terms and Conditions (“Agreement”) govern the Recruiter’s use of, or access to, the Adventus.io Platform.
   2. THE AGREEMENT FORMS A LEGALLY BINDING CONTRACT BETWEEN ADVENTUS AND THE RECRUITER. THE RECRUITER ACKNOWLEDGES THAT BY ACCEPTING THE AGREEMENT ON SUBSCRIPTION (EITHER BY SIGNING THESE TERMS AND CONDITIONS, SIGNING AN ENTERPRISE ORDER FORM (IF APPLICABLE), BY CLICKING THE “I AGREE” FIELD (OR SIMILAR BUTTON), OR BY USING THE ADVENTUS.IO PLATFORM), THE RECRUTIER IS DEEMED TO AGREE AND BE BOUND BY THIS AGREEMENT.
   3. If the Recruiter does not accept or agree to the terms of this Agreement, the Recruiter’s sole remedy is to immediately cease use of, or access to, the Adventus.io Platform.
   4. (Defined Terms): A term or expression starting with a capital letter in these Terms and Conditions which is defined in Appendix 1 (Dictionary), has the meaning given to it in the Dictionary.
   5. (Interpretation): The interpretation clause in Appendix 2 sets out the rules of interpretation for these Terms and Conditions.
2. Subscription
   1. Subject to the terms of this Agreement, the Recruiter must Subscribe and maintain a Subscription with Adventus to use, or access, the Adventus.io Platform.
   2. To Subscribe and maintain a Subscription under clause 2.1, the Recruiter acknowledges and agrees:
      • (Subscription Information): to provide true, accurate, complete, and up-to-date information on Subscription (“Subscription Information”);
      • (update Subscription Information): to promptly update the Subscription Information if, at any time, it is or becomes outdated, incorrect, or incomplete;
      • (declarations): to promptly complete all declarations required annually by Adventus, including:
        1. any risks of Modern Slavery in the Recruiter’s operations and supply chains; and
        2. anti-corruption and bribery;
      • (verification request): to comply with all reasonable requests by Adventus to verify the Recruiter’s identity, business and Authorisation(s), including updated ‘know your customer’ (KYC) checks;
      • (Credentials): the Recruiter will not provide his, her or its login ID and password (“Credentials”) to access the Adventus.io Platform to any other person;
      • (change Credentials): to immediately change his, her or its Credentials password where:
        1. any Personnel authorised to use the Credentials ceases to be engaged by the Recruiter; or
        2. any computer, electronic device or network used to access the Adventus.io Platform is compromised, or suspected of being compromised, by security breach;
      • (Subscription Fees): to pay the Subscription Fee (if applicable to the Subscription Tier) as and when it falls due;
      • (Agreement): to comply with this Agreement, including any amendments to this Agreement;
      • (Policies and Procedures): to comply with Adventus’ Policies and Procedures;
      • (knowledge of Advertising Requirements) to:
        1. have appropriate knowledge and understanding of the Advertising Requirements that apply to the Recruiter in their advertising practices; and
        2. comply with the Advertising Requirements that apply to the Recruiter when advertising his, her or its services to Students;
      • (Applicable Laws): without limiting clause 2.2(h) to 2.2 (j), to:
        1. have appropriate knowledge and understanding of the Applicable Laws that apply to the Recruiter, including the Students he, she or it represents, including those Applicable Laws set out in Appendix 3 (Laws and Standards); and
        2. comply with the Applicable Laws (including those set out in Appendix 3 (Laws and Standards) that apply to the Recruiter in the conduct of his, her or its services, including to Students and the submission of Applications;
      • (Terms of Use): comply with the Terms of Use; and
      • (Personnel): to ensure all Personnel of the Recruiter comply with clause 2.2.
   3. In order for Adventus to ensure the integrity of the Adventus.io Platform, the Recruiter acknowledges that any failure, neglect, or refusal of the Recruiter to comply with the terms of clause 2.2 may result in, at the discretion of Adventus:
      • an inability of the Recruiter to Subscribe to the Adventus.io Platform;
      • the downgrading of the Recruiter’s Subscription Tier;
      • the suspension of the Recruiter’s Subscription to the Adventus.io Platform until rectification of the default, matter, event, or circumstance by the Recruiter;
      • the suspension of certain features of the Recruiter’s Subscription to the Adventus.io Platform until rectification of the default, matter, event, or circumstance by the Recruiter, including the suspension of the Recruiter’s ability to submit Applications to certain destination market(s);
      • the termination of certain features of the Recruiter’s Subscription to the Adventus.io Platform, including the termination of the Recruiter’s ability to submit Applications to certain destination market(s); or
      • the termination of the Recruiter’s Subscription to the Adventus.io Platform.
3. Subscription Term
   1. The Subscription will commence on the Start Date and continue in effect for the Subscription Term.
   2. Except where the Subscription is terminated in accordance with clause 14 or as otherwise set out in clauses 3.3 or 3.4, the Paid Subscription (excluding the ‘enterprise’ Subscription Tier) shall automatically renew:
      1. where a monthly subscription, for an additional month; and
      2. where a yearly subscription, for an additional twelve-month period,
      at the conclusion of each Subscription Term.
   3. If there is a renewal term set out in the Enterprise Order Form, the Subscription shall renew for the period set out in the Enterprise Order Form.
   4. If there is no renewal term set out in the Enterprise Order Form, upon expiration of the applicable Enterprise Order Form, access to the Adventus.io Platform shall be downgraded to a Free Subscription. In the event that the parties are negotiating renewal of the ‘enterprise’ Subscription Tier in good faith, Adventus may, in its discretion, provide the Recruiter with Restricted Access beyond the expiry of the Subscription Term set out in the Enterprise Order Form and the Recruiter agrees to pay Adventus for such use of the Adventus.io Platform in an amount equal to the fees in effect immediately prior to such expiration of the Subscription Term plus 10% (such fees to be calculated pro rata for the period).
4. Subscription Fee
   1. Payment of Fees
      1. If the Recruiter has a Paid Subscription, it must pay Adventus the applicable Subscription Fees.
      2. Excluding the ‘enterprise’ Subscription Tier, the Subscription Fees for the Paid Subscription shall be charged, at the Recruiter’s election, on a monthly or annual basis. If the Recruiter elects to pay the Subscription Fee under this clause 4.1(b):
         1. on a monthly basis, the Recruiter shall be charged the Subscription Fee on the Start Date and on or about the same day on each subsequent month (including the renewal term under clause 3.2); or
         2. on an annual basis, the Recruiter shall be charged the Subscription Fee on the Start Date of each Subscription Term (including the renewal term under clause 3.2).
      3. The Subscription Fee for the ‘enterprise’ Subscription Tier shall be paid in the manner set out in the Enterprise Order Form. If additional services are provided by Adventus under clause 5.2, the Recruiter must pay any other fees set out in the Enterprise Order Form at the times set out in that order form for those additional services (“Additional Fee”).
      4. The Subscription Fee, Additional Fee (as applicable) and any other amounts payable to Adventus are payable on the Adventus.io Platform, by an approved third-party payment gateway provider or any other method as notified by Adventus from time to time.
      5. If the Recruiter pays an amount to Adventus by way of credit card, debit card or other payment card, the Recruiter authorises Adventus (or its third party gateway provider) to store that information and automatically charge the card on the basis set out in clause 4.1(b) or 4.1(c).
   2. Surcharge and transaction fees
      1. The Recruiter acknowledges that certain card payments or bank transactions may attract a surcharge, transaction fee or other charge. The Recruiter agrees for Adventus to charge the Recruiter an amount equal to the cost imposed on Adventus by the third-party payment provider or bank.
      2. If the card payment or bank transfer is rejected or reversed for any reason, the Recruiter acknowledges that he, she, or it is responsible for all fees and charges associated with that rejection or reversal.
   3. Exchange RatesThe Recruiter is responsible for the payment of all fees and charges in relation to any currency conversion or exchange.
   4. Supply Tax Unless indicated otherwise in the Agreement or the Enterprise Order Form, the Subscription Fee and Additional Fees are:
      1. quoted and payable in US currency; and
      2. exclusive of all and any Supply Tax imposed by a Government Authority
   5. Withholding Tax If the Recruiter is required by Applicable Laws to deduct or withhold any Tax in relation to the any monies payable to Adventus then, unless Adventus receives the benefit of a credit equal to the deducted or withheld Tax, the Recruiter must pay to Adventus such additional amount as necessary to place Adventus in the same after-tax position that Adventus would have been in had no Tax been deducted or withheld.
   6. No set off The Recruiter must not set off, deduct, or withhold payment of the Subscription Fee, the Additional Fee or any other monies payable to Adventus (or any part thereof) for any reason.
   7. Late payment
      1. If the Recruiter defaults in payment of any amount, Adventus.io may charge interest on all outstanding amounts at the rate of 4% per month, compounding or the maximum amount permitted by the Applicable Law (whichever is greater), with such interest commencing on the day following the date the payment was due. Interest shall continue to accrue until the amount (including interest) is paid in full.
      2. Adventus’ right to require payment of interest does not affect any other rights and remedies it may have regarding a default in payment.
   8. Default of payment of fees
      1. If the Recruiter defaults in payment of any amount, Adventus may exercise its rights at law or in equity to recover the unpaid amount, interest and legal costs incurred as a result of the default and in enforcing the terms of the Agreement.
      2. Without limiting clause 4.8(a), Adventus may:
         1. suspend or terminate the Subscription for non-payment of any amount; or
         2. downgrade the Recruiter’s Subscription Tier, including to the Free Subscription.
   9. No refund If the Subscription is terminated (other than by convenience by Adventus or by the Recruiter under clause 14.2), the Recruiter acknowledges that the Subscription Fee or Additional Fees (as applicable) are non-refundable, regardless of the period remaining on the Subscription Term.
   10. Upgrade of Subscription Tier
       1. The Recruiter may upgrade his, her or its Subscription Tier at any time. Adventus will not upgrade the Recruiter’s Subscription Tier unless:
          1. the upgraded Subscription Fee has been paid to Adventus; or
          2. the difference between the current Subscription Fee and the Subscription Fee of the upgraded Subscription Tier has been paid to Adventus.
       2. The Recruiter must upgrade his, her or its Subscription Tier if the Recruiter exceeds:
          1. the Application Limit; and/or
          2. the Operating Country Limit.
   11. Modification of Subscription Fees
       1. Adventus may modify the Subscription Fees from time to time during the Subscription Term, provided it notifies the Recruiter prior to effecting the change. Notification may occur in the Adventus.io Platform or by other means of electronic communication. The Recruiter acknowledges that his, her or its continued use and access to the Adventus.io Platform following the modification of the Subscription Fees constitutes acceptance of those fee changes.
       2. Clause 4.11(a) does not apply:
          1. to any fees already paid in advance for the Subscription Term; or
          2. to Subscription Fees and Additional Fees in an Enterprise Order Form.
5. Adventus.io Platform services
   1. As part of the Subscription to the Adventus.io Platform, Adventus shall provide services to the Recruiter, including:
      1. access to the functions and features available for the Subscription Tier applicable to the Recruiter as set out at: https://adventus.io/pricing/;
      2. providing access to applicable Institution Partner Content that sets out the Entry Requirements, the Application Fees, the Tuition Fees, and the Commission;
      3. providing admissions support, quality, and compliance reviews of Application Documentation;
      4. acting as an intermediary between the Recruiter, the Student, and the Institution Partner by transmitting Application Documentation, Application Fees and any other ancillary payments or information for an Application (as authorised by the Institution Partner);
      5. providing access to Adjacent Services (where applicable);
      6. facilitating the payment of Commission from the Institution Partner to the Recruiter; and
      7. any other services as may be available on the Adventus.io Platform from time to time.
   2. For Recruiters on the ‘enterprise’ Subscription Tier, Adventus shall provide such additional services to those set out in clause 5.1 as agreed in the Enterprise Order Form.
   3. The Recruiter acknowledges that Adventus may, from time to time, and in its sole discretion, add, remove, modify, enhance, improve, or upgrade the services, functions or features set out in this clause 5 (“Change of Service”).
   4. Notwithstanding the forgoing clause 5.3, Adventus must not remove any agreed material service set out in the Enterprise Order Form without:
      1. notifying the Recruiter in writing at least 14 days before the removal of the service; and
      2. notifying the Recruiter in writing at least 14 days before the removal of the service; and
      3. if no such alternative comparable service is available, allowing the Recruiter to terminate the Enterprise Order Form or downgrade to another Subscription Tier without penalty.
   5. The Recruiter agrees that he, she or it will not be entitled to any compensation for a Change of Service and must not make any Claim arising out of a Change of Service.
   6. Application Verification To ensure a Student Application is accurate and complete, and the Application Documentation is not misleading or deceptive, Adventus Personnel may contact the Student directly to verify the Application Documentation (including the identity of the Student).
   7. Other Contact and Communications To ensure the Student has been provided with:
      1. all relevant information related to their Application; and/or
      2. all information from the Institution Partner (including offers to study),
      Adventus Personnel may contact the Student directly.
6. Licence to use the Adventus.io Platform
   1. Subject to clause 2.1, Adventus grants the Recruiter a non-exclusive, non-transferable, personal, non-sublicensable and revocable licence to use the Adventus.io Platform.
   2. Notwithstanding clause 6.1, Adventus may, in its discretion, grant a Recruiter a non-exclusive, non-transferable, personal, non-sublicensable and revocable licence to obtain Restricted Access to the Adventus.io Platform.
7. Restrictions on use and access to the Adventus.io Platform
   1. Access to the Adventus.io Platform
      1. Adventus uses all reasonable endeavours and safeguards to implement and provide the Recruiter with access to the Adventus.io Platform, however it does not make any representations, statements, or warranties that the Recruiter’s use or access shall be timely, secure, free from interruption (whether due to any temporary and/or partial breakdown, repair, upgrade, or maintenance of Adventus.io) or free from error.
      2. The Recruiter acknowledges that his, her or its use of the Adventus.io Platform may be suspended or unavailable for any reason whatsoever, including due to technical difficulties with network connection, the host provider, system failure, maintenance, or repair works.
   2. No time critical Application
      1. The Recruiter agrees not to use the Adventus.io Platform where an Application is urgent, inherently dangerous or there is insufficient time available to process the Application by the deadline set by the Institution Partner (“Time Critical Application”).
      2. Adventus may, in its absolute discretion, reject any Time Critical Application.
   3. Third Party Content
      1. The Recruiter acknowledges that:
         1. the Adventus.io Platform contains Third Party Content;
         2. Adventus is not responsible for the creation, maintenance or accuracy of the Third Party Content; and
         3. the Recruiter relies on that Third Party Content to his, her or its own risk.
      2. Adventus makes no representation, statement or warranty, either expressly or implicitly, in relation to the accuracy, timeliness, performance, completeness or suitability of the Third Party Content published, referred to or incorporated on the Adventus.io Platform or by URL link on the Adventus.io Platform.
   4. Equipment
      1. The Recruiter is responsible for all equipment, operating systems, networks, software, and internet service providers that he, she or it uses to access the Adventus.io Platform, including the maintenance, upkeep, repair and performance of that equipment and systems (“Equipment”).
      2. The Recruiter acknowledges and agrees that Adventus accepts no responsibility for the Recruiter’s lack of access or inability to use the Adventus.io Platform due to the Equipment.
   5. Marketplace The Recruiter acknowledges that Adventus is a marketplace and is not responsible for the acts or omissions of persons using the Adventus.io Platform, including any decisions made by third parties on whether to accept or reject an Application.
8. Recruiter obligations
   1. General obligations The Recruiter must:
      1. (compliance with Applicable Laws): ensure compliance with all Applicable Laws in or that affect the Recruiter and its business, including those set out in Appendix 3 (Laws and Standards) (as applicable), anti-corruption and bribery, money laundering, counter-terrorism financing, trade controls, secret commissions, Modern Slavery, occupational health and safety, data protection and privacy laws;
      2. (Authorisation): where required by the Applicable Laws in or that affect the Recruiter, have and maintain valid Authorisations;
      3. (knowledge): have appropriate knowledge and understanding of the international education system in the territory to which the Student seeks to apply;
      4. (performance): maintain all information, documentation, records, and other evidence which Adventus reasonably requires to monitor and evaluate the performance of the Recruiter, including its compliance with Applicable Laws;
      5. (good faith): act in good faith and in the best interests of the Students and Adventus in performing its obligations under this Agreement;
      6. (cooperation): cooperate with Adventus, including any lawful and reasonable directions or requests by Adventus or its Personnel;
      7. (conduct business): conduct his, her or its business of the recruitment of Students using all care, skill, and diligence and in a commercial, prudent, and reasonable manner;
      8. (training and recruitment): ensure that all Personnel who have access to or come into contact with children or other vulnerable persons:
         1. are suitably trained to work with such individuals and apply relevant safeguarding practices; and
         2. submit to a background or criminal check, as allowable within the laws of the jurisdiction in which that person is employed.
      9. (no convictions): not employ or otherwise engage any Personnel that is found to have any criminal convictions, other than in relation to minor traffic offences or spent convictions;
      10. (fees): not:
          1. charge the Student any fees for the services provided by the Recruiter, unless authorised by the Institution Partner; and/or
          2. withhold or retain any fees payable to the Institution Partner.
      11. (insurance): maintain and keep current adequate insurance to protect his, her or its interests and that of Adventus at a level and for risk reasonably expected by a prudent business providing services similar to that of the Recruiter;
      12. (policies): establish, maintain and enforce its own policies and procedures as are reasonable to prevent corruption and bribery, money laundering, counter-terrorism financing, trade controls, secret commissions, Modern Slavery, fraud and data breaches;
      13. (reputation): assist to uphold the reputation of Adventus and the Institution Partner; and
      14. (report errors): promptly notify Adventus of any information, matter, situation, circumstance, or thing which may cause or will cause an impact on, or has in any way changed the performance of, the Adventus.io Platform, including any errors, problems, glitches, non-conformities, or broken links in the Adventus.io Platform.
   2. Specific obligations on lodging an Application In lodging an Application using the Adventus.io Platform, the Recruiter must:
      1. (Personal Data protection and privacy): ensure:
         1. the Recruiter’s Personal Data and all Student Personal Data is complete, accurate and up to date;
         2. the Student is provided with concise, transparent, and intelligible information on the collection, use, processing, storage, and transmission of his or her Personal Data, including his or her rights in relation to Personal Data under the Applicable Laws relating to data protection and privacy in or that affect the Student;
         3. the Student explicitly and unequivocally consents to the use, processing, and transmission of his or her Personal Data by Adventus for the purposes set out in the Privacy Policy and by any other relevant third party, such as an Institution Partner (“Consent”);
         4. if the Student withdraws his or her Consent, the Recruiter shall immediately notify Adventus in writing; and
         5. he, she, or it records and retains written and signed evidence of the Consent, which must be uploaded to the Adventus.io Platform in creating a Student profile;
      2. (Student assessment): ensure he, she, or it:
         1. conducts an appropriate verification assessment to confirm the genuine identity of the Student and their genuine intention to study;
         2. makes all reasonable inquiries of the Student to form a sensible view as to whether the Student shall comply with the Entry Requirements and/or the Visa Requirements;
         3. satisfies itself that the Student shall meet all the Entry Requirements and/or Visa requirements;
         4. makes all reasonable inquiries of the Student to form a reasonable view as to the accuracy, reliability, and authenticity of the Application Documentation;
         5. collates and provides all relevant and complete Application Documentation to Adventus; and
         6. promptly advises Adventus of any concern that the Recruiter has about the identity of the Student, the Student’s ability to meet the Entry Requirements and/or Visa requirements and/or the accuracy and authenticity of the Application Documentation as and when the Recruiter discovers such concern;
      3. (Student information): ensure he, she or it provides the Student with accurate, timely and complete information, that is not misleading or deceiving in any manner, including on:
         1. the Entry Requirements;
         2. the Visa Requirements;
         3. the Application Fees (including any refund policies);
         4. the Tuition Fees (including refund policies);
         5. the Application process;
         6. the Census Date;
         7. the Institution Partner, including the Courses, facilities, equipment, resources;
         8. the Application destination, including information about the location, accommodation and cost of living; and
         9. any other matter, circumstance, or thing relevant in a Student’s determination on making, or declining to make, an Application, including any information required to be provided by the Institution Partner.
      4. (knowledge and compliance): have appropriate knowledge and understanding of the international education system, including all Applicable Laws (including those set out in Appendix 3 (Laws and Standards)) that shall apply to the Recruiter and the Student, and comply with the same;
      5. (disclosure): ensure he, she or it discloses to the Student that the Recruiter shall receive a financial benefit, in the form of the Commission or other payment, if the Student becomes a Placed Student;
      6. (change of circumstances): ensure he, she or it promptly advises Adventus if there is any change of circumstances that will affect, or is likely to affect, an Application;
      7. (offers): ensure he, she or it uses all best endeavours to confirm the Students’ acceptance or rejection of an offer of enrolment into a Course by a Student;
      8. (attendance): ensure he, she or it uses all best endeavours to confirm the Students’ attendance to classes at the Institution Partner on enrolment; and
      9. (cooperation): act honestly and cooperate with Adventus, including all reasonable and lawful requests for information by Adventus to complete an Application.
   3. Prohibitions The Recruiter must not engage in any of the following conduct and will not permit or entice any other person to engage in any of the following conduct, to:
      1. engage in any dishonest practice, including aiding, abetting, counselling, or procuring:
         1. the submission of fraudulent Application Documentation; or
         2. the provision of any information that the Recruiter knows or suspects to be untrue or incomplete, to the Student, to Adventus or as part of any Application;
      2. engage in false, misleading, or deceptive advertising or recruitment practices, including:
         1. non-compliance with the Advertising Requirements; or
         2. giving false, misleading, or deceptive information to the Student about the Adventus Group, the Adventus.io Platform, the Entry Requirements, the Visa Requirements, the Application Fees (including refund policies), the Tuition Fees (including refund policies), the Application process, the Institution Partner, or any other matter, circumstance, or thing associated with the Application;
      3. offer any guarantees to Students that he or she will be successful in his or her Application;
      4. directly or indirectly offer, pay, or promise to pay, any amount, incentive, benefit, or other item of value to:
         1. any official, officer, agent, employee or representative of any Government Authority, political party or other position of public office, or any other person (including persons not involved in, associated with or dealing with a Government Authority, political party or other position of public office), knowing or suspecting that it is provided for the purposes (in whole or in part) of obtaining or retaining business for Adventus or an Institution Partner; or
         2. a Student to select or enrol in a particular Institution Partner or Course;
      5. attempt to recruit a Student where the Recruiter is aware, or ought reasonably be aware that the circumstances of the Student are such that the Institution Partner would be prohibited from admitting or enrolling the Student;
      6. lodge an Application for a Student that does not comply the Entry Requirements, the Visa Requirements, or the Application process;
      7. submit a fraudulent, false, or speculative Application;
      8. provide the Student with any migration advice, unless the Recruiter has the relevant Authorisation;
      9. undertake any advertising or promotional activity about Adventus or an Institution Partner, without the prior written consent of Adventus;
      10. represent or hold his, her or itself out as being Adventus or part of the Adventus Group;
      11. represent or hold his, her or itself out as being an Institution Partner;
      12. use the Adventus.io Platform for any activities or conduct, which breaches or is contrary to the Applicable Laws;
      13. use the Adventus.io Platform in any manner or way, or to post to or transmit 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 Adventus.io Platform;
      14. Subscribe to the Adventus.io Platform using automated means or under false or fraudulent pretences;
      15. impersonate any other person when using or accessing the Adventus.io Platform;
      16. sign (whether in person, electronically or otherwise) any documents on behalf of any other person without proper authority and permission under the Applicable Laws;
      17. post or transmit any obscene, indecent, inflammatory, or pornographic material or other material that may give rise to civil or criminal proceedings;
      18. tamper with, hinder or interfere with the Adventus.io Platform, including compromising any security measures, functionality, network system, software, and content;
      19. copy, reproduce, modify, adapt, translate, improve, deconstruct, or reverse engineer the Adventus.io Platform or any part thereof;
      20. use any robot, spider, site search, bot, timer, software lock, trojan-horse routing, trap door, virus, worm or similarly disabling malicious code to monitor, tamper, distort, delete, damage, or disable the Adventus.io Platform or any part thereof;
      21. use the Adventus.io Platform 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;
      22. deface, obscure, or remove any proprietary rights or notices on the Adventus.io Platform;
      23. use the Adventus.io Platform for any purpose other than in accordance with the Agreement;
      24. access or use the Adventus.io Platform to build or support products or services competitive to the Adventus Group;
      25. disparage the Adventus Group or its Personnel or make any statement or publication, whether oral, in writing or otherwise, which does, or is likely to bring, the Adventus Group or any of its Personnel into disrepute or ridicule or otherwise adversely affect their reputations; or
      26. directly or indirectly interfere with, circumvent, attempt to circumvent, avoid, alienate or bypass any contracts, agreements or arrangements with any member of the Adventus Group, or obviate or interfere with the relationship of any member of the Adventus Group and its contracts, agreements or arrangements with others, to gain a benefit for itself or for any other person.
   4. Reporting and records The Recruiter:
      1. must promptly report to Adventus:
         1. if it is associated with, engages, or otherwise has any official, officer, agent, employee or representative of any Government Authority, political party or other position of public office acquire a direct or indirect interest in the Recruiter;
         2. any request or demand for an advantage or benefit (whether financial or otherwise) of the Recruiter in connection with the performance of this Agreement; and
         3. any inquiry, investigation, audit, suit, proceeding or similar action by a Government Authority about the Recruiter in relation to a breach, violation or suspected breach or violation of Applicable Laws, including anti-corruption and bribery, money laundering, counter-terrorism financing, trade controls, secret commissions, Modern Slavery, data protection and privacy laws.
      2. comply with any inquiry, investigation, audit or similar action undertaken by Adventus in relation to anti-corruption and bribery, money laundering, counter-terrorism financing, trade controls, secret commissions, fraud Modern Slavery, data protection and privacy laws or other matter;
      3. comply with any inquiry, investigation, audit or similar action undertaken by an Institution Partner;
      4. must ensure that its use of the Adventus.io Platform does not cause Adventus Group or an Institution Partner to breach any Applicable Laws, including anti-corruption and bribery, money laundering, counter-terrorism financing, trade controls, secret commissions, fraud, Modern Slavery, data protection and privacy laws; and
      5. must ensure it maintains accurate records of its business operations in accordance with Applicable Laws and allow Adventus to audit any records (including electronically), on reasonable notice, that relate to this Agreement.
   5. Application to Personnel The Recruiter must ensure that its Personnel comply with clauses 8.1, 8.2, 8.3 and 8.4 and it has a written contract which imposes on such Personnel equivalent terms.
   6. Third party fees
      1. The Recruiter acknowledges and must ensure that the Student is made aware that Adventus does not set or control the amount or type of fees charged by an Institution Partner or Government Authority, including the Application Fees, the Tuition Fees and any other fees, charges, or expenses (“Third Party Fees”).
      2. If Adventus processes any Third Party Fees (with the authority of Institution Partner or Government Authority) through the Adventus.io Platform or an approved third-party payment gateway provider, it is not obligated and will not refund those Third Party Fees unless:
         1. the Third Party Fees are refundable under the terms set by the Institution Partner or Government Authority; and
         2. the Third Party Fees (or any part thereof) is refunded to Adventus.
      3. The Recruiter acknowledges and must ensure that the Student is made aware that:
         1. Adventus will not process any Application unless the required Third Party Fees are paid; and
         2. Adventus will refund any fees under clause 8.6(b)(ii) into the account from which it received payment.
      4. If a refund of Third Party Fees is paid into the Recruiter’s account, the Recruiter must not deduct or withhold any amount of that refund due to the Student. The Recruiter must promptly produce evidence of payment to the Student if requested by Adventus.
9. Recruiter warranties
   1. Capacity The Recruiter warrants and represents to Adventus that:
      1. (corporation): if the Recruiter is a corporation:
         1. the Recruiter is validly incorporated and existing under the Applicable Law of the place of incorporation;
         2. the Recruiter has the power to authorise the entry into the Agreement; and
         3. the Recruiter has taken all necessary action to authorise the delivery and performance of the Agreement in accordance with its terms;
      2. (individual): if the Recruiter is an individual, he or she has full legal capacity to enter into the Agreement and to perform his or her obligations under the Agreement; and
      3. (trust): if the Recruiter is a trustee:
         1. the Recruiter is the only trustee of the relevant trust;
         2. no action has been taken or is proposed to be taken to remove the Recruiter as trustee of the relevant trust;
         3. the Recruiter has the power under the terms of the trust deed of the relevant trust to enter into the Agreement and to deliver and perform the Agreement in accordance with its terms, in the capacity as trustee of the relevant trust and for the benefit of the beneficiaries of the relevant trust; and
         4. the Recruiter has the right to be indemnified out of the property or fund of the relevant trust in respect of the obligations incurred by it under the Agreement.
   2. Authorisation The Recruiter warrants and represents to Adventus that he, she or it has and shall maintain all Authorisations as required to provide his, her or its services to Students.
10. Commission
    1. Listing of Commission The Recruiter acknowledges that:
       1. Adventus publishes the Commission payable for a Placed Student with each Institution Partner on the Adventus.io Platform; and
       2. Commission is Confidential Information and must be treated in accordance with clause 12.
    2. Paid Subscription Full Commission A Recruiter on a Paid Subscription is entitled to the Full Commission received by Adventus for each Placed Student, provided:
       1. the Recruiter had a Paid Subscription with Adventus at the time it lodges the Application and at the time of payment of Commission (if not, the Recruiter is entitled to Partial Commission);
       2. the Institution Partner pays the Commission to Adventus;
       3. the Recruiter has provided Adventus with accurate, complete, and up-to-date account details for payment; and
       4. the Recruiter is not in breach of the terms of this Agreement.
    3. Free Subscription Partial Commission A Recruiter on a Free Subscription is entitled to the Partial Commission received by Adventus for each Placed Student, provided:
       1. the Recruiter had a Free Subscription with Adventus at the time it lodged the Application and at the time of payment of Commission (if not, the Recruiter is not entitled to the Partial Commission);
       2. the Institution Partner pays the Commission to Adventus;
       3. the Recruiter has provided Adventus with accurate, complete, and up-to-date account details for payment; and
       4. the Recruiter is not in breach of the terms of the Agreement.
    4. Payment of Commission
       1. Adventus will pay the Full Commission or Partial Commission set out in clauses 10.2 or 10.3 (as applicable) to the Recruiter within the following month of receiving the Commission from the Institution Partner.
       2. The Recruiter authorises Adventus to generate an invoice on behalf of the Recruiter for the Full Commission or Partial Commission payable under clauses 10.2 or 10.3 (as applicable).
    5. Refunds of Commission
       1. If Adventus is required to refund the Commission (or part thereof) or any other amount received from the Institution Partner, the Recruiter acknowledges that it must refund that amount to Adventus on demand (“Commission Claw Back”).
       2. At the request of the Recruiter, Adventus shall produce evidence of any Commission Claw Back received from the Institution Partner.
    6. Set off Adventus may set off, deduct, or withhold any amount owing to Adventus by the Recruiter from the Full Commission or Partial Commission set out in clauses 10.2 or 10.3 (as applicable), including any Commission Claw Back.
    7. Conversion fees The Recruiter is responsible for the payment of all fees and charges in relation to any currency conversion or exchange fees. Adventus may deduct such fees in accordance with clause 10.6.
    8. GST If the Recruiter is a corporation incorporated in Singapore, the Recruiter must notify Adventus in writing immediately if:
       1. the Recruiter’s GST registration is cancelled; or
       2. the Recruiter is issued with a new GST number.
    9. Promotions The Recruiter acknowledges that Adventus may offer short-term promotions, bonus, or other payments for Placed Students. The terms and conditions of those promotions, bonus, or other payments for Placed Students are published by Adventus from time to time (“Promotional Terms”).
11. Data protection and privacy
    1. Adventus policies and responsibilities The Privacy Policy forms part of this Agreement as if the terms of the Privacy Policy (including any embedded URL links in that Privacy Policy) were set out in full in these Terms and Conditions. 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 Recruiter or Student.
    2. UK or EU Data Protection Laws If the UK or EU Data Protection Laws apply to the Recruiter (including any Student of the Recruiter), then Adventus and the Recruiter agree:
       1. each party is regarded as an independent data controller for the purposes and within the meaning of the UK or EU Data Protection Laws;
       2. each party shall comply with the UK or EU Data Protection Laws at all times in their capacity as a data controller and shall, upon request, provide reasonable assistance to the other party in the event that a Student exercises its rights under the UK or EU Data Protection Laws or a query or investigation is commenced by a Government Authority or supervising body; and
       3. to comply with Appendix 4: Data Share Agreement.
    3. Applicable Laws of other jurisdictions If clause 11.2 does not apply to the Recruiter, the Recruiter acknowledges that it must:
       1. collect, use, store, transfer and otherwise handle Personal Data in compliance with Applicable Laws on data protection and privacy that govern or affect the Recruiter and the Student;
       2. establish and maintain all necessary information security capabilities with effective information security controls and appropriate and reasonable technical and organisational measures to:
          1. comply with the requirements of the Applicable Laws on data protection and privacy that govern or affect the Recruiter and the Student;
          2. protect and secure Personal Data;
          3. prevent unauthorised access, use, destruction, loss or alteration of the Personal Data;
          4. prevent the introduction of viruses, trojan-horses, worms, time bombs and other similar malicious or harmful code;
       3. where required, cooperate, and provide such reasonable assistance to Adventus to deal with any complaint, investigation or other enquiry by a Government Authority or other supervising body; and
       4. comply with Appendix 4: Data Share Agreement, except to the extent of any inconsistency with the laws on data protection and privacy that govern or affect the Recruiter and the Student.
    4. Data Breach Without limiting clauses 11.2 and 11.3, the Recruiter must:
       1. notify Adventus immediately if the Recruiter becomes aware of any actual or potential misuse, interference, loss or unauthorised access, modification, or disclosure of Personal Data or if it becomes aware of a breach of the Applicable Laws that is, or is reasonably likely to affect, Adventus (“Data Breach”);
       2. promptly disclose to Adventus all information and documents relevant to that Data Breach, including all relevant information about the processes, procedures, protocols and security practices and procedures used by the Recruiter;
       3. comply with any lawful and reasonable request from Adventus in dealing with the Data Breach; and
       4. pay such reasonable costs to Adventus in assisting with a Data Breach of the Recruiter, including for any complaint, investigation or other enquiry by a Government Authority or other supervising body.
12. Confidential Information
    1. Obligation to maintain confidence The Recruiter acknowledges and agrees that:
       1. the Confidential Information:
          1. is valuable, confidential and commercially sensitive to the Adventus Group;
          2. is disclosed to the Recruiter for the Permitted Purpose and for no other reason;
          3. shall at all times remain the sole property of the Adventus Group;
       2. he, she or it will take all reasonable steps to secure and keep secure the Confidential Information;
       3. he, she or it will not disclose the Confidential Information to any other person not party to the Agreement, unless the Recruiter has the prior written consent of Adventus;
       4. if the Recruiter is a corporation, it must ensure that all Personnel are bound by written terms of confidentiality; and
       5. he, she or it must not memorise, modify, reverse engineer or make copies, notes or records of the Confidential Information for any purpose.
    2. Exceptions Clause 12.1 does not apply to:
       1. any information that the Recruiter can prove by contemporaneous written documentation was in his, her or its lawful possession before the Recruiter had dealings with a member of the Adventus Group, or was independent generated by the Recruiter or on his, her or its behalf;
       2. any information in the public domain, otherwise than as a result of breach of clause 12.1;
       3. any information that was legally and properly obtained by the Recruiter from any other source without restriction on further disclosure;
       4. any information that is required to be disclosed by Applicable Laws, provided that to the extent practicable, Adventus is consulted about the disclosure prior to it being disclosed; or
       5. a disclosure of information for the purposes of obtaining legal or accounting advice regarding the Agreement.
    3. Return or destruction The Recruiter must, on request of Adventus, immediately destroy or deliver to Adventus (at Adventus’ discretion) all Confidential Information in the Recruiter’s possession, power, or control, or in the possession, power or control of any persons that have received Confidential Information from the Recruiter (including Personnel).
    4. Rights preserved Clause 12 will be in addition to and not in derogation of any of the common law or equitable rights of Adventus.
13. Intellectual Property
    1. Ownership
       1. Adventus Group owns and shall retain ownership of all Adventus Intellectual Property.
       2. The Recruiter owns and retains ownership of the Recruiter Intellectual Property.
       3. The Recruiter acknowledges and agrees that all Developed Intellectual Property will vest in and be owned by Adventus.
    2. Moral Rights
       1. The Recruiter assigns all right, title, and interest (including Moral Rights) in the Developed Intellectual Property, free from any third party right or interest.
       2. The Recruiter provides his or her consent and waiver in respect of any Moral Rights, which enables Adventus to fully exercise, exploit and enjoy the rights granted under this Agreement. If the Recruiter engages Personnel who are authors of copyright material that form the Developed Intellectual Property, the Recruiter must procure their consent and the waiver to his, her or their Moral Rights.
    3. Licence The Recruiter grants Adventus:
       1. a licence to reproduce and use the Recruiter Intellectual Property during the Subscription Term as necessary to perform Adventus’ services under the Agreement; and
       2. 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 Recruiter, including its Personnel.
    4. Covenants The Recruiter must:
       1. not represent his, her or itself as the owner or having any interest in Adventus Intellectual Property, or the Intellectual Property of an Institution Partner;
       2. not use or allow the use of Adventus Intellectual Property in a manner that is contrary to, or conflict with, or in any way damages the title or interest of the Adventus Group;
       3. not use any brand name, trade name, trademark, logo or design of Adventus or its Institution Partners, unless authorised by Adventus;
       4. comply with the brand style guides as provided to the Recruiter from time to time;
       5. subject to the Agreement, where any of Adventus Intellectual Property is referred to or used by the Recruiter, he, she or it must clearly indicate Adventus’ ownership of the Adventus Intellectual Property;
       6. not challenge or call into question in any way the right, title, interest and good will of Adventus in respect of the Adventus Intellectual Property or the Intellectual Property of an Institution Partner;
       7. not register to attempt to register under the provisions of any Applicable Law or otherwise any of Adventus’ Intellectual Property Rights, or the Intellectual Property of an Institution Partner;
       8. not infringe, or encourage or permit any infringement of, any of the rights in the Adventus Intellectual Property or the Intellectual Property of an Institution Partner;
       9. not assign, sub-licence, rent, timeshare, loan, lease or otherwise transfer Adventus Intellectual Property, or directly or indirectly permit any third party to use or copy the Adventus Intellectual Property or the Intellectual Property of an Institution Partner;
       10. not produce, modify, transmit, post, use, licence, distribute, reverse engineer or make a copy of Adventus Intellectual Property or the Intellectual Property of an Institution Partner;
       11. not deface, remove or obscure any proprietary notice of Adventus Intellectual Property or the Intellectual Property of an Institution Partner; and
       12. do all other acts and things that may be reasonably required by Adventus to ensure the protection of Adventus’ Intellectual Property or the Intellectual Property of an Institution Partner.
14. Termination
    1. Termination by either party without cause The Subscription may be terminated immediately:
       1. by the Recruiter for any reason by providing written notice to Adventus, subject to clause 4.9;
       2. by Adventus for any reason by providing written notice to the Recruiter prior to payment of the Subscription Fee. For the avoidance of any doubt:
          1. if the Recruiter pays the Subscription Fee on a monthly basis under clause 4.1(b)(i), either party may terminate the Agreement before payment of the Subscription Fee for that month; or
          2. if the Recruiter pays the Subscription Fee on an annual basis under clause 4.1(b)(ii), either may terminate the Agreement before payment of the Subscription Fee for that year.
          If Adventus wishes to terminate the Subscription for convenience after payment of the Subscription Fee under this clause 14.1(b), it must provide a pro-rata refund to the Recruiter of the unused Subscription Fees.
    2. Termination by Recruiter Without limiting any other term in this Agreement, the Recruiter may terminate the Subscription:
       1. immediately, if Adventus becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or arrangement for the benefit of creditors; or
       2. if Adventus commits a material breach of this Agreement, including a breach under clauses 5 (Adventus.io Platform services), clause 10 (Commission), 11 (Data protection and privacy) or 13 (Intellectual Property) and Adventus does not remedy that breach within 30 days of written notice by the Recruiter.
    3. Termination by Adventus Without limiting any other term in this Agreement, Adventus may, at its election, terminate the Recruiter’s Subscription:
       1. immediately, if the Recruiter becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or arrangement for the benefit of creditors; or
       2. if the Recruiter commits any breach of this Agreement, including a breach under clauses 2 (Subscription), 4 (Subscription Fee), 8 (Recruiter obligations), 9 (Recruiter warranties), 11 (Data protection and privacy), 12 (Confidential Information) or 13 (Intellectual Property) and:
          1. if Adventus considers the breach is remediable (in its sole discretion), the breach is not remedied by the Recruiter within 10 days of written notice by Adventus; or
          2. if Adventus considers the breach is irremediable (in its sole discretion), immediately.
    4. Suspension by Adventus Without limiting any other term in this Agreement, if the Recruiter commits any breach of this Agreement, including a breach under clauses 2 (Subscription), 4 (Subscription Fee), 8 (Recruiter obligations), 9 (Recruiter warranties), 11 (Data protection and privacy), 12 (Confidential Information) or 13 (Intellectual Property), Adventus may, at its election, suspend the Recruiter’s Subscription (including certain features of the Recruiter’s Subscription) to the Adventus.io Platform, such as the suspension of the Recruiter’s ability to submit Applications to certain destination market(s).
    5. Consequences of suspension or termination If the Subscription expires and is not renewed, or is suspended, or terminated, the parties acknowledge that:
       1. no further access will be provided to the Adventus.io Platform;
       2. the Recruiter will be liable to pay any amounts outstanding under the Agreement up to and including the date of expiration, suspension or termination, including any amounts payable under the Penalty Policy;
       3. if lawfully terminated under clause 14.2, Subscription Fees paid in advance during the Subscription Term (and unused at the date of termination) shall be refunded to the Recruiter;
       4. if suspended or terminated under clause 14.3, Subscription Fees paid in advance during the Subscription Term (and unused at the date of termination) will not be refunded to the Recruiter;
       5. subject to Adventus’ right to set off, deduct or withhold payment, clause 14.4(g) and the Penalty Policy, Adventus will pay Full Commission or Partial Commission (as the context provides) for each Placed Student up to and including the date of expiration, suspension, or termination;
       6. if suspended or terminated under clause 14.3, no Commission will be payable to the Recruiter; and
       7. termination, however caused, is without prejudice to any rights or liabilities of either party accruing up to the date of termination.
    6. Clauses surviving expiration, suspension, or termination Despite any other provision of this Agreement, this clause 14.6 and clauses 1.4 (Defined Terms), 1.5 (Interpretation), 4 (Subscription Fees), 10 (Commission), 11 (Data protection and privacy), 12 (Confidential Information), 13 (Intellectual Property), 15 (Indemnity), 16 (Limitation of Liability), 17 (Miscellaneous), Appendix 1 and Appendix 2.
15. Indemnity and limitation of liability
    1. Indemnity To the fullest extent permitted by Applicable Law, the Recruiter releases, hold harmless and indemnifies the Adventus Group and their Personnel (“Indemnified Persons) against any Claims and Loss in connection with:
       1. a breach of this Agreement;
       2. a breach of any Applicable Law arising out of any act or omission of the Recruiter or its Personnel in the course of performing any of its obligations under this Agreement;
       3. any negligent, fraudulent, wilful, unlawful or wrongful act or omission of the Recruiter or its Personnel; and
       4. any Claim by a third party that is caused or contributed by the Recruiter or any of its Personnel,
       except to the extent that the Claim or the Loss is caused by the negligence or wrongful act or omission of the Indemnified Persons.
16. Limitation of liability
    1. Express and implied warranties
       1. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ADVENTUS.IO PLATFORM AND SERVICES ARE PROVIDED ON AN ‘AS-IS’ AND “AS AVAILABLE” BASIS AND ADVENTUS DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE ADVENTUS.IO PLATFORM AND SERVICES, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW, CUSTOM, PRIOR ORAL OR WRITTEN STATEMENT OR OTHERWISE, INCLUDING (WITHOUT LIMITATION) ANY WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR PURPOSE, STATEMENTS REGARDING CAPACITY, SUITABILITY FOR USE OR PERFORMANCE.
       2. Nothing in these Terms and Conditions excludes, restricts, or modifies any right or remedy, or any guarantee, warranty or other term or condition, implied or imposed by any legislation which cannot lawfully be excluded or limited.
       3. If any guarantee, warranty, term or condition is implied or imposed in relation to this Agreement under any Applicable Law and cannot be excluded (“Non-Excludable Provision”), then the liability of Adventus for breach of any Non-Excluded Provision is limited to one or more of the following at Adventus’ option:
          1. the supplying of the Adventus.io Platform services again; or
          2. the payment of the cost of having the Adventus.io Platform services supplied again.
    2. Limitation of liability
       1. ADVENTUS GROUPS’ MAXIMUM AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT IS LIMITED TO ONE (1) TIMES THE SUBSCRIPTION FEES PAID BY THE RECRUITER FOR THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRIOR TO EXPIRATION OR TERMINATION OF THIS AGREEMENT OR USD 1,000 (WHICHEVER IS GREATER). SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY, IN THOSE JURISDICTIONS, ADVENTUS’ LIABILITY SHALL BE LIMITED TO THE GREASTEST EXTENT PERMITTED BY LAW.
       2. THE LIMITATION OF LIABILITY UNDER CLAUSE 16.2(a) DOES NOT APPLY IN RELATION TO ADVENTUS GROUPS’ LIABILITY FOR FRAUD, PERSONAL INJURY OR DEATH.
    3. Indirect and consequential loss EXTENT TO THE EXTENT PROHIBITED BY LAW, ADVENTUS GROUP SHALL NOT BE LIABLE TO THE RECRUITER FOR ANY INDIRECT OR CONSEQUENTIAL LOSS OR DAMAGE ARISING FROM OR IN CONNECTION WITH THIS AGREEMENT, WHETHER BY AN ACTION IN STATUTE, CONTRACT OR TORT, EVEN IF THE RECRUITER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, INCLUDING LOST PROFITS, REVENUE, GOODWILL, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES.
    4. Adventus Group Any Loss suffered by any member of the Adventus Group in connection with this Agreement will be deemed to be Losses suffered by Adventus and therefore recoverable by Adventus against the Recruiter under and subject to the terms of the Agreement.
17. Miscellaneous
    1. Relationship The relationship of the parties to this Agreement is solely that of independent contractors. The Agreement does not expressly, implicitly or otherwise, constitute a relationship of employer and employee, partnership or joint venture.
    2. Entire agreement This Agreement, together with the documents and URL Terms referred to in this Agreement, contains the entire understanding between the parties concerning the subject matter of the Agreement and supersedes, terminates and replaces all prior agreements and communications between the parties.
    3. Waiver
       1. A failure, delay, relaxation or indulgence by a party in exercising any power or right conferred on the party by this Agreement does not operate as a waiver of the power or right.
       2. A single or partial exercise of the power or right does not preclude a further exercise of it or the exercise of any other power or right under this Agreement.
       3. A waiver of a breach does not operate as a waiver of any other breach.
    4. Severability If any provision of this Agreement is void, voidable by a party, unenforceable, invalid or illegal and would not be so if a word or words were omitted, then that word or those words are to be severed and if this cannot be done, the entire provision is to be severed from this Agreement without affecting the validity or enforceability of the remaining provisions of this Agreement.
    5. Assignment
       1. The Recruiter may not assign, or sub-contract, its rights or obligations under this Agreement to any person.
       2. Adventus may assign or transfer its rights or obligations under this Agreement without the Recruiter’s consent.
    6. Sub-Agents The Recruiter must not use sub-agents without the prior written consent of Adventus.
    7. Modification of terms To the fullest extent permitted by Applicable Law, the Recruiter acknowledges and agrees that Adventus may modify or vary any terms, conditions, notices or disclaimers in relation to these Terms and Conditions without liability to the Recruiter or any third party. To the fullest extent permitted by Applicable Law, in the event that the Terms and Conditions are modified or varied, the Recruiter’s continued use of the Adventus.io Platform constitutes his, her or its acceptance of any modified or varied Terms and Conditions.
    8. Notices A communication required to be given under this Agreement must be in writing and will be treated as having been duly given and received if:
       1. delivered personally, when it is received;
       2. sent by post to a party’s registered address within the same jurisdiction as the sender, three (3) Business Days after it is posted;
       3. sent by post to a party’s registered address outside the jurisdiction of the sender, seven (7) Business Days after it is posted;
       4. sent by email to the party’s nominated email address, upon the email entering the recipient’s information system,
       if however the notice is delivered after 4:00pm, then the notice will be deemed to have been given on the next Business Day.
    9. Force Majeure Neither party shall be liable for any delay or failure in performing any of its obligations hereunder, if such delay or failure either wholly or partly is due to conditions such as floods, earthquakes or other acts of God, or any acts of a Government Authority or public enemy, wars, riots, embargoes, epidemics, fires or any other causes, circumstances, or contingencies beyond the control of such party, excluding non-payments of any amounts due under this Agreement.
    10. Governing law and jurisdiction
        1. This Agreement is governed by and is to be construed in accordance with the laws of Singapore.
        2. The parties submit to the non-exclusive jurisdiction of the courts of Singapore. For the avoidance of any doubt, Adventus may issue proceedings in the jurisdiction of the Recruiter.
    11. Inconsistency If there is any inconsistency between the documents forming part of or contemplated by the entire agreement between the parties set out in clause 17.2, then the following order of priority applies to determine which provisions prevail to the extent of the inconsistency:
        1. the Enterprise Order Form;
        2. these Terms and Conditions;
        3. the Privacy Policy;
        4. the Terms of Use;
        5. the Policies and Procedures;
        6. the Promotional Terms; and
        7. any other document referred to in these Terms and Conditions.
    12. Electronic agreement
        1. This Agreement may be signed:
           1. by click-wrap agreement, by clicking on the “I Agree” field (or any similar field or link designated to indicate the Recruiter’s acceptance of this Agreement); or
           2. in any number of counterparts, all of which taken together and when delivered to the parties set out in this Agreement by electronic exchange in portable document format (“.pdf”) form, or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, or by a combination of such means, shall constitute one and the same instrument;
           3. by manually signing; or
           4. by other electronic signature (such as Adobe Sign).
        2. Executing the Agreement in any manner set out in clause 17.10(a) shall be recognised and construed as secure electronic signatures pursuant to the Singapore Electronic Transactions Act 2010 and that the parties accordingly shall deem such signatures to be original signatures for all purposes.
        3. A printed version (including the click-wrap particulars) of this Agreement will be admissible in judicial, administrative or arbitral proceedings.
    13. Language This Agreement shall only be produced in English language. If English is not the Recruiter’s first language, it is his, her or its responsibility to have the Agreement translated by a professional translator. Adventus shall not be liable for any errors, omissions or misunderstandings arising from any translation of the Agreement.
    14. Contact Any questions, complaints or other concerns in relation to the Agreement should be directed to Adventus:

        Telephone	+61 1300 083 439
        Email	recruiters@adventus.io
        Written correspondence	Attn: Recruitment Department Adventus Education Pte Ltd 105 Cecil Street, #15-01 The Octagon, Singapore 069534.