Combined Online and Events Terms and Conditions

These Combined Terms governing Online and Events Products (“Terms”) are entered into by and between QS Quacquarelli Symonds Ltd having its office at 1 Tranley Mews, Fleet Road, London, NW3 2DG, United Kingdom (“QS”), and the customer signing these Terms or any document that references these Terms or any 3rd party that is acting on and/or accepts these Terms on behalf of the customer (“Customer”).

QS and the Customer hereby agree and acknowledge:

  • 1.1 These Terms govern the relationship between QS and Customer for advertising programs/campaigns to be published or displayed or run (“Campaign”) on QS websites or other electronic medium including, but not limited to, e-mail communications and alerts (“Site”) and, as applicable, any insertion orders/release orders or service agreements (“IO”) executed by and between the parties and/or Customer's online management of any Campaign.
  • 1.2 These Terms also govern the relationship between QS and the Customer for Events.
  • 1.3 These Terms, Appendix 1 and Appendix 2, the Schedules annexed hereto, and any applicable IO are collectively referred to as the “Agreement”.
  • 1.4 Appendix 1 and Appendix 2 shall be completed according to which services are being provided by QS (“Services”).
  • 1.5 Within these Terms:
    • (a) QS and Customer shall be collectively referred to as the “parties” and each individually as the “party”.
    • (b) Where the context so admits, words importing the one gender shall include all other genders and words importing the singular shall include the plural and vice versa.
    • (c) A reference to a statute, statutory provision or other legislation is a reference to it as it is in force from time to time, taking account of any amendment or re-enactment.

    Supply of Services:

    • 2.1 QS shall supply the Services to the Customer in accordance with the Specification in all material respects.
    • 2.2 QS shall use all reasonable endeavours to meet any performance dates specified in Appendix 1 and 2, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
    • 2.3 QS reserves the right to amend the Specification if necessary, to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and QS shall notify the Customer in any such event.
    • 2.4 QS warrants to the Customer that the Services will be provided using reasonable care and skill.

    QS Obligations:

    • 3.1 QS shall use reasonable endeavours to manage and complete OR supply the Services, and deliver the Deliverables to the Customer, in accordance with this agreement in all material respects.
    • 3.2 QS shall use reasonable endeavours to meet any performance dates OR the Milestones specified in the Schedule but any such dates shall be estimates only and time for performance by QS shall not be of the essence of this agreement.
    • 3.3 QS shall appoint a manager for the Services, such person as identified in the Schedule. That person shall have authority to contractually bind QS on all matters relating to the Services (including by signing Change Orders). QS shall use all reasonable endeavours to ensure that the same person acts as QS’s manager throughout the term of this agreement, but may replace that person from time to time where reasonably necessary in the interests of QS’s business.
    • 3.4 QS shall use reasonable endeavours to observe all health and safety and security requirements that apply at any of the Customer’s premises and that have been communicated to it under Clause 4.1 and which are set out in the Schedule, provided that it shall not be liable under this agreement if, as a result of such observation, it is in breach of any of its obligations under this agreement.

    Customer Obligations:

    • 4.1 The Customer shall:
      • (a) ensure that the terms of the Order and any information it provides in the Specification are complete and accurate;
      • (b) co-operate with QS in all matters relating to the Services;
      • (c) provide QS, its employees, agents, consultants and subcontractors, with access to the Customer’s premises, office accommodation and other facilities as reasonably required by QS;
      • (d) provide QS with such information and materials as QS may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
      • (e) prepare the Customer’s premises for the supply of the Services;
      • (f) obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;
      • (g) comply with all applicable laws, including health and safety laws;
      • (h) keep all materials, equipment, documents and other property of QS (QS Materials) at the Customer’s premises in safe custody at its own risk, maintain QS Materials in good condition until returned to QS, and not dispose of or use QS Materials other than in accordance with QS’s written instructions or authorisation; and
      • (i) comply with any additional obligations as set out in the Specification.
    • 4.2 If QS’s performance of any of its obligations under the Agreement is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):
      • (a) without limiting or affecting any other right or remedy available to it, QS shall have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays QS’s performance of any of its obligations;
      • (b) QS shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from QS’s failure or delay to perform any of its obligations as set out in this Clause 4.2; and
      • (c) the Customer shall reimburse QS on written demand for any costs or losses sustained or incurred by QS arising directly or indirectly from the Customer Default.

      Charges and Payment:

      • 5.1 Customer shall be responsible for all charges up to the amount of each IO, or as set in an online account, and shall pay all charges in the designated currency or in such other currency as agreed to in writing by the parties.
      • 5.2 Unless agreed to by the parties in writing, Customer shall pay all charges in accordance with the payment terms in the applicable IO and the same shall be paid before the Campaign starts. The Parties also understand that if the payment is not received by QS as per the agreed payment terms, the Campaign may be terminated at the sole discretion of QS and QS reserves its right not to display the Campaign on any QS Site.
      • 5.3 Late payments bear interest at the rate of 1.5% per month (or the highest rate permitted by law, if less). Charges are exclusive of taxes.
      • 5.4 Customer is responsible for paying:
        • (a) all taxes, government charges; and
        • (b) reasonable expenses and attorney fees QS incurs collecting late amounts.
      • 5.5 To the fullest extent permitted by law, Customer waives all claims relating to charges (including without limitation any claims for charges based on suspected invalid clicks) unless claimed within 60 days after the charge.
      • 5.6 Charges are solely based on QS's measurements for the applicable Campaign, unless otherwise agreed to in writing. To the fullest extent permitted by law, refunds (if any) are at the discretion of QS and only in the form of advertising credit for only Campaigns.
      • 5.7 Nothing in these Terms or an IO may obligate QS to extend credit to any party. QS may also provide information in response to valid legal process, such as search warrants and court orders, or to establish or exercise its legal rights or defend against legal claims. QS shall not be liable for any use or disclosure of such information by such third parties.

      Prohibited Uses; License Grant; Representations and Warranties:

      • 6.1 Customer represents and warrants that it holds and hereby grants QS all rights (including without limitation any copyright, trademark, patent, publicity or other rights) in Campaigns and Services needed for QS to operate Campaigns (including without limitation any rights needed to host, cache, route, transmit, store, copy, modify, distribute, perform, display, reformat, excerpt, analyze, and create algorithms from and derivative works of Campaigns in connection with this Agreement ("Use").
      • 6.2 Customer further represents and warrants that:
        • (a) all Customer information is complete, correct and current; and
        • (b) any Use hereunder and Customer's Materials, Campaigns, and Services will not violate or encourage violation of any applicable laws, regulations, code of conduct, third party contract or third-party rights (including without limitation intellectual property rights); and
        • (c) Customer has obtained the authority of any applicable living person to make use of his or her name, identity, image, representation and/or copy where the name or picture of such person, or any part of such person, or material by which that living person may be identified, is contained in a Campaign; and
        • (d) the Material complies with the requirements of all relevant legislation (including subordinate legislation, the rules of statutorily recognised regulatory authorities and the law of the European Economic Community) and applicable laws for the time being in force or applicable to the United Kingdom; and
        • (e) all material submitted to QS are legal, decent, honest and truthful, and comply with the British Code of Advertising, Sales Promotion and Direct Marketing and all other relevant codes under the general supervision of the Advertising Standards Authority; and
        • (f) in relation to any financial promotion (as defined under the Financial Services and Markets Act 2000), Customer is, or its content have been approved by, an authorised person within the meaning of the Act or the Campaign is otherwise permitted under the Act, under the Financial Promotion Order 2001 or under any other legislation subordinate to the Act; and
        • (g) the Customer has the right and/or authority to enter into the Agreement; and
        • (h) the Customer is/are a business, not a consumer; and
        • (i) all Information is free of viruses and/or other computer programming routines that may damage, interfere with, or expropriate any system data or information of QS.
      • 6.3 Customer shall not, and shall not authorize any party to:
        • (a) generate automated, fraudulent or otherwise invalid impressions, inquiries, conversions, clicks or other actions; or
        • (b) use any automated means or form of scraping or data extraction to access, query or otherwise collect QS advertising related information from any Campaign website or Site except as expressly permitted by QS; or
        • (c) advertise anything illegal or engage in any illegal or fraudulent business practice.
    • 6.4 Violation of the foregoing may result in immediate termination of this Agreement or Customer's account without notice and may subject Customer to legal penalties and consequences.

      • Disclaimer:

      • 7.1 QS makes no guarantee to Customer regarding positioning, levels, or timing of Campaigns referred to herein and/or as more particularly described in any Schedule or IO annexed hereto.
      • 7.2 QS shall not be responsible to Customer or liable for:
        • (a) checking the correctness of the material in the form it is received from the Customer; and
        • (b) any error in the Material in the form it is received from the Customer; and
        • (c) the wording, representation, placement or quality of colour or mono reproduction of the material; and
        • (d) the actual positioning or prominence of the material on the Site; and
        • (e) the audience/circulation of the Site or distribution of the Site in a specific geographical area; and
        • (f) any failure of the material to meet or generate any target response levels or page impressions; and
        • (g) any loss whatsoever caused by delay or failure by QS to issue or make the Site available on the due date (or such other date of release, display or publication, as the case may be), or QS's decision to suspend the Site or cease the Site altogether; and
        • (h) any loss whatsoever caused as a consequence of any instructions, artwork or any other material relating to the Campaign being submitted by the Customer in electronic form that is in breach of the warranty at Condition 5.2 (b) above.
      • 7.3 For the avoidance of doubt and notwithstanding the above, to the fullest extent permitted by law, QS disclaims all warranties, express or implied, for non-infringement, satisfactory quality, merchantability and fitness for any purpose.
      • 7.4 QS and its authorized representatives/associates shall not be liable, either directly or indirectly to the Customer for any loss and/or damages (including, but not limited to: direct or indirect, special, incidental and/or consequential damages) whatsoever nature howsoever arising in connection with any Site or any linked website or use thereof or inability to use by any party, or in connection with any failure of performance, error, omission, interruption, defect, delay in operation or transmission, computer virus or line or system failure - even if QS or representatives thereof, are advised of the possibility of such damages, losses or expenses.
      • 7.5 Further, the parties also agree that QS will not be liable for any delays/interruptions due to any electronic or mechanical equipment failures, scheduled or unscheduled maintenance, problems/defects with hardware and/or software including incidental devices, force majeure (i.e. acts of God), earthquakes, floods, strikes, walkouts, riots, lockouts, war, civil disturbance, fire, unforeseeable accidents, armed conflict, inter alia.
      • 7.6 Parties unequivocally agree that QS shall not be mandated/required to make any alternative arrangements for access to any QS Site in such scenarios.

      Arbitration:

      • 8.1 If any dispute and/or difference arises between the parties hereto in future with regard to the validity, interpretation, implementation or breach of any terms and conditions or regarding any question, the parties hereto shall endeavour to settle such dispute amicably.
      • 8.2 In case of failure to resolve the dispute and/or difference amicably, the dispute and/or difference shall be referred to arbitration at London, whose decision, direction shall be final and binding upon both the parties. A sole Arbitrator appointed by QS shall conduct the Arbitration. The language of the proceedings will be in English.

      Liability and indemnity:

      • 9.1 Nothing in this Agreement shall limit or exclude QS's liability for:
        • (a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors; and
        • (b) fraud or fraudulent misrepresentation; and
        • (c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
      • 9.2 Subject to clause (a) to (c) above, QS shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Agreement.
      • 9.3 Customer shall indemnify and keep indemnified QS against all losses, damages, costs, charges and expenses whatsoever arising from or in consequence of:
        • (a) any breach by Customer of any part of these Terms or the contract to exhibit booking form; and
        • (b) any loss suffered by QS as a result of default or negligence of Customer or any of its agents, sub-contractors, invitees or employees; or
        • (c) any liability to or claim by any third party (including the employees, contractors, agents and invitees of Customer) arising from the default or negligence of Customer or from any breach by Customer of any part of the Agreement.
      • 9.4 Customer is responsible for and will indemnify and keep indemnified QS against all injury, loss or damage arising in connection with the erection, use and dismantling of its stand and exhibits and anything done on or from the Customer space caused directly or indirectly by Customer or any contractor, sub-contractor, agent or invitee of Customer or visitor to the Customer space or by any exhibit, machinery or other item belonging to or introduced by any such person.

      Term and Termination:

      • 10.1 This Agreement shall continue for the Initial Term and thereafter will automatically renew for consecutive twelve-month periods (the “Subsequent Terms”) unless either party gives the other party [90] days’ written notice of termination, effective following the Initial Term only. Notice of Termination can be given during the Subsequent Terms but will only take effect upon the completion of the twelve-month period.
      • 10.2 Without prejudice to any other rights it may have QS may terminate the Agreement by notice in writing:
        • (a) if the whole or any part of the amounts due from Customer to QS are not paid within fourteen days of the due dates (whether formally demanded or not); or
        • (b) if Customer fails to observe and fulfil any of these Terms or the contract to exhibit booking form; or
        • (c) if an order is made or a resolution is passed for the winding up of Customer, or circumstances arise which entitle a court of competent jurisdiction to make a winding-up order of Customer, or an order is made for the appointment of an administrator to manage the affairs, business and property of Customer, or documents are filed with a court of competent jurisdiction for the appointment of an administrator of Customer, or notice of intention to appoint an administrator is given by Customer or its directors or a receiver or administrative receiver is appointed of any of Customer’s assets or undertakings, or if circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager of Customer, or if any other person takes possession of or sells Customer’s assets, or Customer makes any arrangement or composition with its creditors or makes an application to a court of competent jurisdiction for the protection of its creditors in any way or, being an individual, a bankruptcy order is made against Customer, or it enters into any compromise or arrangement with its creditors, or any event occurs in a foreign jurisdiction analogous to, or comparable with, any of the above.
      • 10.3 Upon termination Customer shall remain liable to pay QS the amounts due from it under the contract to exhibit booking form prior to such termination.

      Consequences of Termination:

      • 11.1 On termination of the Agreement the Customer shall immediately pay to QS all of QS's outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, QS shall submit an invoice, which shall be payable by the Customer immediately on receipt.
      • 11.2 Termination or expiry of the Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination or expiry.
      • 11.3 Any provision of the Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Agreement shall remain in full force and effect.

      Intellectual Property Rights:

      • 12.1 All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by the Customer) shall be owned by QS.
      • 12.2 QS grants to the Customer, or shall procure the direct grant to the Customer of, a fully paid-up, worldwide, non-exclusive, royalty-free license during the term of the Agreement to copy and modify the Deliverables (excluding materials provided by the Customer) for the purpose of receiving and using the Services in its business.
      • 12.3 The Customer shall not sub-license, assign or otherwise transfer the rights granted in this clause.
      • 12.4 The Customer grants QS a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by the Customer to QS for the term of the Agreement for the purpose of providing the Services to the Customer.

      Data Protection:

      • 13.1 QS and the Customer both agree to comply with any applicable privacy and data protection laws (the “Privacy Laws”).
      • 13.2 Each party must:
        • (a) provide to the other party all assistance as is reasonably required to assist the other party in complying with its obligations under any Privacy Laws; and
        • (b) notify the other party if it becomes aware of any breach or alleged breach of its obligations under this clause; and
        • (c) take all reasonable steps to ensure that any personal data held by it is protected against misuse and loss, or unauthorised access, modification or disclosure, including without limitation undertaking any staff training as may be required.
      • 13.3 The parties undertake to act in accordance with Appendix 3 regarding Personal Data.

      Confidentiality:

      • 14.1 Each party undertakes that it shall not at any time during this agreement, and for a period of five years after termination of this agreement, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs.
      • 14.2 Each party may disclose the other party’s confidential information:
        • (a) to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this clause; and
        • (b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
      • 14.3 No party shall use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this agreement.

      Indemnification:

      • 15.1 Customer shall indemnify and defend QS, its Partners, agents, affiliates, and licensors from any third party claim or liability (collectively, "Liabilities"), arising out of Use, Customer's Campaign use, Materials and Services and breach of the Agreement. Partners shall be deemed third party beneficiaries of the above Partner indemnity.

      Applicable Law and Jurisdiction:

      • 16.1 This site is created and controlled by QS in London, United Kingdom; as such the laws of England shall apply; the courts of England and Wales shall have jurisdiction in respect of all the terms, conditions and disclaimers of this Agreement. QS reserves its right to make changes to the site and the terms, conditions and disclaimers.
      • 16.2 QS may modify these Terms at any time without liability, and Customer's future booking of a Campaign or non-cancellation of any currently active or pre-booked Campaign after these Terms have changed constitutes Customer's acceptance of the new Terms.
      • 16.3 All the Clauses mentioned herein will survive any expiration or termination of this Agreement.
      • 16.4 If any provision of these Terms is or becomes invalid, illegal or void, that provision will be modified to reflect the parties' intention and only to the extent necessary to make it enforceable. Such action shall not affect the validity and legality of the other provisions.
      • 16.5 No failure or delay by QS to exercise any right or remedy provided under these Terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

      General terms:

      • 17.1 The Agreement constitutes the entire and exclusive agreement between the parties with respect to the subject matter hereof, and supersedes and replaces any other agreements, terms and conditions applicable to the subject matter hereof. No statements or promises have been relied upon in entering into this Agreement except as expressly set forth herein, and any conflicting or additional terms contained in any other documents (e.g. reference to a purchase order number/sales invoice) or oral discussions are void.
      • 17.2 Each party shall not disclose the terms or conditions of these Terms to any third party, except to its professional advisors under a strict duty of confidentiality or as necessary to comply with a government law, rule or regulation.
      • 17.3 Customer may grant approvals, permissions, extensions and consents by email, but any modifications by Customer to the Agreement must be made in writing and executed by both parties.
      • 17.4 Customer may not assign any of its rights hereunder and any such attempt is void.
      • 17.5 Nothing in these Terms shall be deemed to constitute a relationship of principal and agent, a partnership, joint-venture, or co- ownership between QS and Customer. Neither party shall have the authority to act for, bind or otherwise create or assume any obligation on behalf of the other, and neither party shall hold itself out as having authority to do the same.
      • 17.6 In the event that these Terms or a Campaign expire or is terminated, QS shall not be obligated to return any materials to Customer.
      • 17.7 Notice to QS must be sent to No.1 Tranley Mews, Fleet Road, London NW3 2DG via Registered post or overnight courier, and are deemed given upon receipt.
      • 17.8 Notice to Customer may be effected by sending an email to the email address specified by the Customer (by email or otherwise).
      • 17.9 If any provision or part-provision of the Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Agreement.
      • 17.10 A waiver of any right under the Agreement or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Agreement or by law shall constitute a waiver of that or any other right or remedy, nor prevent or restrict its further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
      • 17.11 A person who is not a party to the Agreement shall not have any rights to enforce its Terms.
      • 17.12 Except as set out in this Agreement, no variation of the Agreement, including the introduction of any additional terms and conditions shall be effective unless it is agreed in writing and signed by the parties.

      Appendix 1: Events Terms

      Defined Terms

      • i. The term "Exhibitor" shall mean the organisation listed on the Participation Form who has been allocated space for the purpose of participating in any QS Fair (eg The World University Tour, The World Grad School Tour, The QS World MBA Tour, QS Connect 121 or QS Connect Masters 121).
      • ii. The term "Organizer" shall mean QS Quacquarelli Symonds Ltd.
      • iii. "Agreement" means these terms and conditions for participation space on the tour, the communication guidelines explaining how the Exhibitor can use the Candidate Data [insert link], the Suppression Notice [http://outreach.qs.com/terms_pdf/candidate_terms.pdf#_blank], the Participation Form and, if applicable, the Standard Contractual Clauses entered into between the Organizer and the Exhibitor.
      • iv. The term “Fair” shall mean the Fair set up by the Organizer more particularly detailed in the Participation Form.
      • v. The term “Venue” shall mean the venue detailed in the Partcipation Form.
      • vi. The term “Commencement Date” shall mean the date of commencement of this Agreement being the date of signature of the same.
      • vii. The term “Initial term” shall mean three (3) years from the Commencement Date in accordance with clause 20.

      Promotion

      1. By purchasing a table at the Fair, the Exhibitor agrees to promote its presence at all tour Fairs it attends. This includes, but is not limited to, listing the Fairs on Fairs calendars (both school websites and third party sites), newsletter announcements, and two dedicated emails to local lead databases.

      2. The Agreement constitutes the entire agreement between the parties. The Exhibitor acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Organizer which is not set out in the Agreement.


      Allocation of Space

      3. The Organizer shall allocate the space at the Fair to the Exhibitor as it deems fit. The Organizer reserves the right to change the space allocated to Exhibitors at any time prior to the commencement of the Fair should circumstances demand and, to alter the space, to transfer or close entrances and exits to the Exhibition facilities and to undertake other alterations as may be necessary.


      Use of Exhibition Space

      4. Exhibitors are only entitled to exhibit the announced products/services detailed on the Participation Form. Exhibitors are not allowed to sub-let or assign their stands to other parties either wholly or in part without the consent of the Organizer in writing.


      Terms of Payment

      5. Once the Exhibitor’s contract to exhibit Participation Form has been accepted and the space has been allocated, the Exhibitor is contracted to the space. The fees for the space at the Fair are stated on the Participation Form. All payments of the fees must be made within 30 days and for any Fair in advance of the date of the Fair. Any Early Bird booking discount is applicable only if payment is received within 30 days of the invoice date for any booking received prior the Early Bird deadline.


      The Exhibitor

      6. The Exhibitor agrees to pay the fees in accordance with any payment schedule specified in the Participation Form. VAT and any other taxes, withholding taxes, duties or levies shall be paid in addition by the Exhibitor at the then prevailing rate prescribed by law where necessary.

      7. The Exhibitor understands that the fees will be reviewed annually, initially on the anniversary of the Initial Term date and every twelve months thereafter (the “Review Date”) and will be indexed and adjusted according to the Retail Prices Index. The Retail Price Index that the Organizer will use will be that three months prior to the Review Date.

      8. If any sum due ultimately from the Exhibitor is not paid by the due date then the Organizer reserves the right, without prejudice to any other right or remedy it may have, to charge interest on any unpaid monies due at the rate stipulated by The Late Payment of Commercial Debts (Interest) Act 1998 as amended from time to time from the date the payment became due until it is paid. Notwithstanding the above provision for late payment, the Organiser may at its option, without prejudice to any other remedy it may have and in addition thereto, at any time after a substantial payment has become due and after sending a written reminder with at least 14 days’ notice period to Exhibitor, temporarily suspend this Agreement and/or the Exhibitor’s right to use the service until such time as the payment is made in full.


      Cancellation and/or reduction

      9. Cancellation within 30 days of booking and before 1st January will require 50% of total cost to be payable. Cancellation on or after 1st January will require 100% of total cost to be payable. Cancellation within 30 days of booking and before 1st July will require 50% of total cost to be payable. Cancellation on or after 1st July will require 100% of total cost to be payable.

      10. In the event of cancellation, the Exhibitor shall be liable for any sums relating to exhibition fees which have already fallen due for payment, this will include the non-refundable deposit.


      Prohibition of transfer and stand usage

      11. Exhibitor may not assign, sub-let, grant licences or otherwise permit any person to occupy Exhibitor’s space in respect of the whole or any part of the space allotted to them. Exhibitor may not permit non-exhibiting companies’ representatives to conduct business on its space. Exhibits must be solely for the purpose of promoting Exhibitor’s products or services and shall not be used for other business purposes.


      Fire Risks and Safety

      12. Exhibitors will adhere to all fire and safety regulations which affect the Exhibition in the venue. Aisles and fire exits must be kept clear of exhibits. All materials used for the interiors of stands must be thoroughly fire-proofed to the satisfaction of the venue’s fire advisor and failure to do so may result in the removal of all offending fittings. Plastics should not be used in the construction of stands without special permission of Organizer. Any person whether Exhibitor, staff, contractor or worker discovering an outbreak of fire, however slight, should make immediate use of the extinguishers. The exhibition organiser’s office should be notified immediately. Exhibitor will notify Organizer if he/she, or any person proposes, in connection with the Fair, to bring into the venue any substance or article which might potentially be hazardous, and will ensure that any requirements which Organizer may impose in relation to dealing with that substance or article are complied with. In this condition, “Hazardous” means, in relation to any substance that in the opinion of Organizer may create a risk of fire, explosion or the release of noxious gases, or which may soil or cause damage to the venue or its contents, or which may cause any risk to the health or safety of occupants of the venue.

      13. Without limiting its other rights or remedies the Organizer may terminate the Agreement by giving the Exhibitor not less than two weeks' written notice at any time.

      Changes in venue and/or duration of Fairs

      14. The Organizer reserves the right to change the venue and duration of Fairs. In the event of a change of venue and/or duration, the agreement to participate shall remain in force so long as the Exhibitor is informed at least one month prior to such change taking place.

      Failure of Services

      15. The Organizer shall not be liable for any loss sustained by the Exhibitor directly or indirectly attributable to cancellation, suspension or reduction of duration of the scheduled Fair due to:

      • (a) Acts of war or terrorism, civil war, civil commotion or riots, threats of war or preparation for conflict, sanctions, embargoes military activity, municipal statutory or civil authority requisition;
      • (b) Acts of god, such as fire, excessively inclement weather including drought earthquake, flood, typhoon or other natural disaster;
      • (c) Damage caused by aerial object or aircraft, including satellites or space debris;
      • (d) Strikes or lockouts by workmen;
      • (e) Any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition; and
      • (f) The non-performance by suppliers or subcontractors.

      Candidate Data

      16. Following the Exhibitor's participation in the Fair, the Organizer will make available to the Exhibitor contact information relating to the individuals who registered to attend the Fair and those individuals who attended the Fair ("Candidate Data").

      17. Exhibitor's use of the Candidate Data is governed by these additional terms:

      • (a) Candidate Data provided to the Exhibitor by the Organizer as part of the tour booking should only be used to promote the Exhibitor's Business Schools programs, scholarships and other activities ("Business Purpose"). Use of the Candidate Data for any other purpose will be considered a violation of the Agreement.
      • (b) Candidate Data is likely to contain personal data (as defined in the Data Protection Act 1998). The Organizer, as data controller (as defined in the Data Protection Act 1998), agrees to make the Candidate Data available to the Exhibitor. Subject to the terms and conditions contained in the Agreement, the Exhibitor will be acting as data controller in common with the Organizer in relation to the Candidate Data.
      • (c) The Exhibitor agrees to comply with all applicable data protection laws, which includes the EU Data Protection Directive (Directive 95/46/EC), the Data Protection Act 1998, the Electronic Communications Data Protection Directive 2002/58/EC, the Privacy and Electronic Communications (EC Directive) Regulations 2003, the Regulation of Investigatory Powers Act 2000, the Telecommunications (Lawful Business Practice) (Interception of Communications) Regulations 2000 (SI 2000/2699) and any other data protection laws and regulations, orders and the equivalent applicable, as amended and in force from time to time.
      • (d) If required by the Organizer, the Exhibitor agrees that it will complete all details for and enter into the standard contractual clauses for the transfer of personal data from the European Union to controllers established in third countries that do not ensure an adequate level of protection (controller-to-controller transfers), as set out in the Annex to Commission Decision 2004/915/EC ("Standard Contractual Clauses"). The parties will co-operate to register the Standard Contractual Clauses with any supervisory authority in any member state of the European Economic Area or to procure approval from any such supervisory authority (as the case may be).
      • (e) The Exhibitor agrees to not share the Candidate Data with any third parties. The Exhibitor shall only make copies of the Candidate Data to the extent necessary for fulfilling the Business Purpose and not do anything that may materially damage the reputation of the Organizer.
      • (f) Additionally, the Exhibitor agrees to have in place appropriate technical and organisational security measures so that the Candidate Data is protected against unauthorised or unlawful processing and against accidental loss, destruction or damage. This includes taking reasonable steps to ensure the reliability of its employees with access to the Candidate Data.
      • (g) If a security breach occurs (meaning if there is any unauthorised or unlawful processing, or any unauthorised or accidental loss of, damage to, alteration of, destruction of, or disclosure of any Candidate Data), Exhibitor shall:
        • (i) immediately notify the Organizer of the security breach;
        • (ii) give Organizer full co-operation and assistance in dealing with the breach;
        • (iii) implement and comply with any reasonable steps and actions Organizer requires to minimise or stop the breach and/or to prevent a similar breach reoccurring;
        • (iv) not respond to any candidates, third parties or their advisors until the Organizer and the Exhibitor have jointly determined a communication and response strategy in relation to the breach.
      • (h) On termination of this Agreement, the Exhibitor will cease to be able to use the Candidate Data and will return all copies of the Candidate Data in its possession.
      • (i) Exhibitor shall fully indemnify and hold harmless the Organizer as a result of any breach of this Candidate Data section.

      Press/Publicity

      18. Please note that photographs, film footage, video and radio recordings may be taken during the Fair. These photographs, films, videos and radio recordings may be used by the Organizer for marketing and promotional purposes. The Exhibitor agrees that it will notify its representatives and personnel attending the Fair. If the Exhibitor's personnel and representatives do not wish to be a part of any promotional activity, please advise the QS Fair Manager upon arrival at each Fair.

      19. Copyright of all press/publicity material is retained by the Organizers. Exhibitors are only entitled to exhibit the announced products/ services detailed on the Participation Form. Exhibitors are not allowed to sub-let or assign their stand/s to other parties either wholly or in part without the consent of the Organizers in writing.


      Removal of Exhibits

      20. All exhibits must remain fully intact until the Exhibition has officially ended. Exhibits must be removed from the Exhibition by the time specified in the exhibitor’s service manual or by such time as may be indicated by a representative of the Organizer. If Exhibitor fails to remove an exhibit in the allotted time, the Oragnizer reserves the right, at Exhibitor’s expense, to ship the exhibit through a carrier of Organizer’s choosing or to place the exhibit in a storage warehouse without any liability to Organizer.


      Amendment of Rules

      21. Organizer reserves the right to alter, add to, or amend any of these rules and regulations. Should any question arise, whether provided for in these conditions or not, the decision of Organizer will be final. No alteration, addition, amending or waiver to or of these rules and regulations will operate to release any exhibitor from their contract. The description headings to these rules and regulations are merely for reference and do not form part of the contract between the parties.


      Security

      22. General security will be provided by the venue during the period of installation, show and dismantling, but they will not be responsible for Exhibitors’ equipment/material if lost or damaged. Exhibitor agrees that the provision of such services constitutes adequate discharge of the obligations of Organizer to supervise and protect Exhibitor’s property with the Exhibition. Exhibitor may furnish additional security at its own expense through the official security provider.


      Appendix 2: Online Terms

      Defined Terms

      i. The term Advertisement stands for all ad content, ad information, and ad URLs.

      ii. The term Target stands for all ad targeting options and keywords.

      iii. The term Material stands for any school or course description and application dates.

      iv. The term Traffic Generation Campaign and Lead Generation Campaign (collectively “Campaigns”) stand for all ad content, ad information and other promotion of the Advertisement or Material.

      v. The term HQL stands for High Quality Lead. We define an HQL as a person who has shown explicit interest in Customer University or Business School or a Customer program or Lead Generation Campaign and is more particularly set out in clause 3 below.

      vi. The term Services stands for all websites, services and landing pages to which Campaigns link or direct viewers to.

      vii. The term Modification Period stands for the period of 7 days after receipt by QS of the Advertisement and/or Material.

      viii. The term Policies stands for QS Privacy Policy, Trademark Guidelines and Ad Specification Requirements.


      Policies

      Campaigns are subject to all applicable QS Policies. Policies may be modified at any time. QS may at its own discretion and without notice modify Advertisements, Material or Campaigns to comply with Policies.


      Traffic Generation Campaigns

      1. Traffic Generation Campaigns will run on QS web sites to raise awareness of the Customer and programs and to encourage traffic to the Customer’s website, service or landing page.

      2. Customer is solely responsible for:

      • (a) Targets and Advertisements, whether generated by or for Customer; and
      • (b) providing QS with all relevant Advertisements by the due date set forth in the Schedule annexed hereto or as otherwise communicated by QS; and
      • (c) all Services and the advertised products and services the Services relate to.

      3. Customer further agrees and acknowledges that all Campaigns must start within 30 days of the agreed Schedule.


      Lead Generation Campaigns

      1. Lead Generation Campaigns will run on QS web sites to raise awareness of the Customer and programs and to encourage traffic to landing pages where candidates will fill in an enquiry form to opt in to be contacted by a Customer representative QS counsellor and/or Customer to receive more information.

      2. QS will run Campaigns during the term of this Agreement with the aim of providing the number of HQLs specified in the Quotation.

      3. A HQL is a candidate who has completed a form and accepted Opt-In to be contacted by the Customer and/or QS counsellor. The Opt-In form will contain a clear and unequivocal statement that both the Customer and QS will have access and rights to use the candidate’s personal information. In this context the HQL will have confirmed email, name, surname, nationality, country of residence, interest in the Customer school or specific Customer program and any other data fields as agreed in writing by the Parties. All HQLs handed over to the Customer will be the property of QS and the Customer and can therefore be contacted by both organisations separately.

      4. Customer has the right to reject any HQL supplied by QS, if Customer can demonstrate that this candidate has already started an application to Customer prior to the date on which QS shared the candidate’s contact details. Such application should involve a successful contact between Customer and candidate, e.g. a successful phone call or an email exchange, and be less than 12 months old.

      5. Customer is responsible for providing QS with all relevant logos and school descriptions and up to date Materials by the due date set forth in the Schedule annexed hereto or as otherwise communicated by QS.

      6. QS is responsible for all Services and Campaigns, whether generated by or for Customer.


      Campaign Advertisements and Materials

      1. Customer further agrees and acknowledges that:

      • (a) if QS receives any Advertisement or Material after the required due date, QS reserves the right to publish the updated advertisement or material at a time of its choosing; and
      • (b) the Advertisement or Material (as modified by Customer, or if not modified, as initially posted) is deemed approved by Customer in all respects upon completion of the Modification Period”) and QS reserves the right to refuse to accept any change to any advertisement or material supplied after the Modification Period; and
      • (c) the Advertisement or Material may be placed on any Site and, unless Customer opts out of such placement in the manner specified by QS, Customer authorizes and consents to all such placements. All placements of Customer's advertisements or materials shall conclusively be deemed to have been approved by Customer unless Customer produces contemporaneous documentary evidence showing that Customer disapproved such placements in the manner specified by QS; and
      • (d) QS may modify any Campaign at any time without liability; and
      • (e) QS or Partners may reject or remove any Advertisement, Material or Target at their sole discretion.

      Cancellation

      1. QS reserves the right at its sole discretion and without notice to the Customer to decline to publish, or omit, alter, suspend or change the position of any Campaign or the Customers participation in any Campaign, otherwise accepted for insertion, or publication. However, QS will endeavor to comply with the reasonable and practicable wishes of the Customer although QS does not warrant the date of publication or insertion, the wording or the quality of the reproduction of the Campaign and will have no liability for the foregoing decisions.

      2. Customer may cancel a Campaign with prior written notice to QS, such notice to be received by QS at least 14 days before the specified Campaign start date as set forth in advance by QS. Where no start date or commitment date is specified then the Campaign will start 30 days from receipt of the IO or other booking confirmation.

      3. The cancellation of a Campaign may be subject to Campaign policies or QS's ability to re-schedule reserved inventory or cancel ads already in production. Cancelled Campaigns may also be published despite cancellation if cancellation of those Campaigns occurs after any applicable commitment date as set forth in advance by QS. In such cases Customer will be liable for all payment obligations for such Campaigns.

      4. If Customer fails to provide the Material by the required due date, the Campaign will be deemed live on the due date and the Customer will be liable for all payment obligations for such Campaigns.

      5. Booked Campaigns must be used within 12 months of the booking date.


      Candidate Data

      1. During the Campaign, information relating to the individuals who interact with the Advertisement or Material may be passed to the Customer ("Candidate Data"). Customer's use of the Candidate Data is governed by these additional terms.

      2. Candidate Data provided to the Customer by QS as part of the Campaign should only be used to promote the Customer's programs, courses and scholarships ("Business Purpose"). Use of the Candidate Data for any other purpose will be considered a violation of the Agreement.

      3. Candidate Data is likely to contain personal data (as defined in the Data Protection Act 1998). QS, as data controller (as defined in the Data Protection Act 1998), agrees to make the Candidate Data available to the Customer. Subject to the terms and conditions contained in the Agreement, the Customer will be acting as data controller in common with QS in relation to the Candidate Data.

      4. The Customer agrees to comply with all applicable data protection laws, which includes the EU Data Protection Directive (Directive 95/46/EC), the Data Protection Act 1998, the Electronic Communications Data Protection Directive 2002/58/EC, the Privacy and Electronic Communications (EC Directive) Regulations 2003, the Regulation of Investigatory Powers Act 2000, the Telecommunications (Lawful Business Practice) (Interception of Communications) Regulations 2000 (SI 2000/2699) and any other data protection laws and regulations, orders and the equivalent applicable, as amended and in force from time to time.

      5. If required by QS, the Customer agrees that it will complete all details for and enter into the standard contractual clauses for the transfer of personal data from the European Union to controllers established in third countries that do not ensure an adequate level of protection (controller-to-controller transfers), as set out in the Annex to Commission Decision 2004/915/EC ("Standard Contractual Clauses"). The parties will co-operate to register the Standard Contractual Clauses with any supervisory authority in any member state of the European Economic Area or to procure approval from any such supervisory authority (as the case may be).

      6. The Customer agrees to not share the Candidate Data with any third parties. The Customer shall only make copies of the Candidate Data to the extent necessary for fulfilling the Business Purpose and not do anything that may materially damage the reputation of QS.

      7. Additionally, the Customer agrees to have in place appropriate technical and organisational security measures so that the Candidate Data is protected against unauthorised or unlawful processing and against accidental loss, destruction or damage. This includes taking reasonable steps to ensure the reliability of its employees with access to the Candidate Data.

      8. If a security breach occurs (meaning if there is any unauthorised or unlawful processing, or any unauthorised or accidental loss of, damage to, alteration of, destruction of, or disclosure of any Candidate Data), Customer shall:

      • (i) immediately notify QS of the security breach;
      • (ii) give QS full co-operation and assistance in dealing with the breach;
      • (iii) implement and comply with any reasonable steps and actions QS requires to minimise or stop the breach and/or to prevent a similar breach reoccurring;
      • (iv) not respond to any candidates, third parties or their advisors until QS and the Customer have jointly determined a communication and response strategy in relation to the breach.

      9. On termination of this Agreement, the Customer will cease to be able to use the Candidate Data and will return all copies of the Candidate Data in its possession.

      10. Customer shall fully indemnify and hold harmless QS as a result of any breach of this Candidate Data section.

QS Accord (Access to Candidate Registration Data) is an exclusive platform for QS partners to easily access candidates’ registration data.