1. Definitions and Interpretation

In these T&Cs, except where the context otherwise requires, the following words and expressions shall have the following meanings:

• 1.1 Advertisements: shall have the meaning ascribed to it in the Digital Solutions Terms.
• 1.2 Affiliate(s): shall mean any corporations or partnerships controlling, controlled by or under common control, directly or indirectly, with SEED.
• 1.3 Applicable Data Protection Laws: shall mean all laws applicable to the parties relating to the processing of Personal Data and privacy in any relevant jurisdiction as amended, replaced, or updated from time to time, including, if relevant, Federal Decree-Law No. 45 of 2021 on the Protection of Personal Data Protection of the United Arab Emirates, the Digital Personal Data Protection Act, 2023, and the General Data Protection Regulation (EU) 2016/679.
• 1.4 Applicable Laws: shall mean any transnational, domestic or foreign, federal, state or local law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, order, injunction, judgment, decree, ruling or other similar requirement enacted, adopted, promulgated or applied by a Governmental Authority that is binding upon or applicable to the Customer and/or SEED, including without limitation Applicable Data Protection Laws as amended from time to time, unless expressly specified otherwise.
• 1.5 Authorised Persons: shall mean, in relation to a party, any of the following, only to the extent that they are engaged in relation to the Services/scope of work mentioned in the Order: its officers, directors, internal members and internal partners, employees, consultants, subcontractors or professional advisers, and any other person who has been previously approved in writing by such party.
• 1.6 Business Day: shall mean any day except any Saturday, any Sunday or any day which is a national or federal holiday in the territory where SEED and/or the Customer is located.
• 1.7 Campaign: shall have the meaning ascribed to it in the Digital Solutions Terms.
• 1.8 Confidential Information: shall mean any information in whatever form (whether in writing, electronic or digital form, verbally or by inspection of documents, computer systems or sites or pursuant to discussions or by any other means) which is confidential in nature, designated orally or in writing by one party, i.e., disclosing party, as confidential or which may reasonably be considered by a business person to be commercially sensitive provided by the disclosing party (directly or indirectly) by any means to the other party, i.e., receiving party (or to any Authorised Person) before or after the date of acknowledgment, approval, and/or receipt of each of the concerned Documents:
  • (a) any data (including Personal Data), ideas, and information (whether technical, commercial, financial or of any other type) in any form acquired under, pursuant to or in connection with the Documents and any information utilized in or relating to the disclosing party’s business (including information relating to products (bought, manufactured, produced, distributed or sold), services (bought or supplied), operations, processes, formula, methods, plans, strategy, product information, know-how, design rights, trade secrets, market opportunities, customer lists, commercial relationships, marketing, sales materials, and general business affairs);
  • (b) information relating to any customers (including the Customer), suppliers, methods, products, plans, finances, trade secrets, or otherwise to the business or affairs of the disclosing party;
  • (c) analyses, ideas, compilations, studies, and other material created by the receiving party or any Authorised Person which contain or otherwise reflect or are generated or derived from the information referred to above; and
  • (d) the existence and content of the Documents.
• 1.9 Customer: shall mean the party, entity or organization identified in the Order.
• 1.10 Customer Program(s): shall mean any school/university or course descriptions and application dates relating to the Customer as recorded in the Order.
• 1.11 Data Subject: shall mean the identified or identifiable living individual to whom the Personal Data relates.
• 1.12 Digital Solutions: shall have the meaning ascribed to it in the Digital Solutions Terms.
• 1.13 Digital Solutions Terms: shall mean the terms and conditions applicable to the Customer for the Digital Solutions provided and/or agreed to be provided by SEED to the Customer, as specified/detailed in the Order.
• 1.14 Documents: shall mean these T&Cs, the Events Terms (as applicable), the Digital Solutions Terms (as applicable), and the relevant Order.
• 1.15 Events: shall have the meaning ascribed to it in the Events Terms.
• 1.16 Events Terms: shall mean the terms and conditions applicable to the Customer for any Events.
• 1.17 Fees: shall mean the consideration/professional fees payable by the Customer to SEED for the Services as specified in the Order.
• 1.18 In-Country Representative: shall mean the exclusive resource engaged by SEED for the Customer to build strategic presence with the objective of, but not limited to, student recruitment (Lead generation, nurturing, and conversion) and/or partnerships for the relevant Customer Program(s). The In-Country Representative may also be referred to as a Lead application engagement counsellor.
• 1.19 Intellectual Property Rights: shall mean intellectual and industrial property rights, including copyright (including moral rights), patents, know-how, trade secrets, trademarks, service marks, trade names, design rights, registered designs, get-up, database rights, chip topography rights, mask works, utility models, domain names, rights in trade and business names, and all similar rights, in each case whether registered or not; including any applications to protect or register such rights; including all renewals and extensions of such rights or applications; whether vested, contingent or future; including rights in the nature of unfair competition rights and rights to sue in passing off; and wherever existing.
• 1.20 Interested Candidate: shall mean a person/student who has shown interest in the Customer, or any services/Programs offered by the Customer, by duly providing the required details and consenting to be contacted by the Customer and/or SEED.
• 1.21 Lead: shall mean an Interested Candidate who (a) voluntarily and accurately provides his/her/their email, name, surname, country of residence, and other details as required by the Customer and/or SEED, and (b) showcases express interest in the Customer’s school/university and/or a specific Customer Program.
• 1.22 Materials: shall mean any and all materials including marketing, promotional, and advertising materials, files, tags, or other electronic information shared/provided by the Customer to SEED to enable SEED to render its Services as recorded in the Order.
• 1.23 Order: shall mean the quote, invoice, and/or any similar information for the provision of the agreed Services by SEED and/or any of SEED’s Affiliates to the Customer in accordance with these T&Cs and the Events Terms and/or the Digital Solutions Terms (as applicable).
• 1.24 Personal Data: shall mean any information relating to a Data Subject, who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, identification number, location data, online identifier, or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person. For the avoidance of doubt, Personal Data shall have the meaning as set forth in the Applicable Data Protection Laws and shall be construed accordingly.
• 1.25 SEED Parties: shall mean SEED and its Affiliates and their respective partners, directors, employees, representatives, contractors, subcontractors, and/or agents.
• 1.26 Services: shall mean the services/scope of work identified and to be provided by SEED to the Customer pursuant to an Order including but not limited to provision of Digital Solutions for Campaigns, organizing/hosting of Events, developing partnerships, planning, provision, creation and/or placing of branding, research, advertising, marketing, consulting, creative services for the Customer, during the Term.
• 1.27 Start Date: shall mean the date of commencement of the Services by SEED as recorded in the Order or as agreed between the Parties in writing (emails allowed).
• 1.28 Term: shall mean the duration commencing from the Start Date and shall remain in effect through the quoted/proposed duration in the Order or as agreed between the Parties in writing (emails allowed).

2. The Customer’s Obligations

• 2.1 The Customer shall provide SEED with all necessary co-operation in relation to any Order.
• 2.2 The Customer shall provide SEED with all necessary access to information, details, Materials, etc., as may be required by SEED in order to provide the Services as per the Order.
• 2.3 The Customer shall, without affecting its other obligations under these T&Cs and the Events Terms and/or the Digital Solutions Terms (as applicable), comply with all Applicable Laws with respect to its activities and business(es) as identified and agreed under the Order.
• 2.4 The Customer shall carry out all other Customer responsibilities set out in any Order in a timely and efficient manner. In the event of any delays in the Customer’s provision of such assistance as agreed by the parties and in the Documents, SEED may adjust any agreed timeline or delivery schedule as it may deem reasonably necessary.
• 2.5 The Customer shall obtain and shall maintain all necessary licences, consents, and permissions necessary for the SEED Parties to perform their concerned obligations under the Order, including without limitation the Services.
• 2.6 The Customer shall make timely payments of the Fees to SEED as per the terms set forth in the Order and the Documents.

3. SEED’s Obligations

• 3.1 SEED shall perform the Services with reasonable skill and care and as per the terms set out in the Documents.
• 3.2 SEED shall use all reasonable endeavours to meet any performance dates specified in the Order, subject to the understanding that any such dates shall be estimates only and shall further, be subject to the Customer performing its obligations as per Clause 2 above.
• 3.3 Nothing within these terms and conditions shall prevent SEED and/or its Affiliates, Authorized Persons from entering into similar agreements with any third party(ies), or from independently developing, using, selling, or licensing, products and/or services which are similar to the Services provided to the Customer.

4. Representations and Warranties

Each party represents and warrants that:

• 4.1 Good title: The parties have the full power and absolute authority to enter into and be bound by the Order, confirm these T&Cs and the Events Terms and/or the Digital Solutions Terms (as applicable) and undertake all obligations as set out in the Documents.
• 4.2 No Disability: The parties are not under any disability, restriction, or prohibition, whether legal, contractual, or otherwise, which shall prevent them from performing or adhering to any of their obligations under the Documents and have not entered into and shall not enter into any agreement that may violate the Documents or any of their obligations hereunder.
• 4.3 Litigation: No litigation, arbitration, or administrative proceedings are threatened, or to the knowledge of the parties, pending, which call into question the validity or performance of their obligations under the Documents.
• 4.4 Compliance with Applicable Laws: Each party shall strictly comply with all Applicable Laws including any laws in relation to anti-slavery and human trafficking, anti-bribery and anticorruption including the Bribery Act, 2010, the Criminal Finances Act, 2017 and the Modern Slavery Act, 2015.
• 4.5 Consents/Permissions: All authorizations, approvals, consents, licenses, exemptions, filings, and other matters, official or otherwise, required, or advisable in connection with the entry into, performance, validity, and enforceability of the Documents and the transactions contemplated hereby have or shall be obtained or effected in a timely manner.

5. Charges and Payment:

5.1 The Customer shall pay the Fees and Additional Charges (as below) to SEED in a timely manner for the Services rendered by SEED. The timely payment of the Fees and Additional Charges shall form the essence of the understanding between the parties.

5.2 In addition to the Fees, any additional charges shall be communicated to, and approved by the Customer in writing, prior to being undertaken by SEED, as may be necessary in carrying out the Services (“Additional Charges”).

5.3 The Customer shall provide SEED with valid, up-to-date, and complete contact and billing details for the purpose of invoicing and for SEED’s records. In the event that the Customer requires SEED to re-issue any invoice due to the Customer providing incorrect or incomplete contact and/or billing details, then SEED shall have the right to charge an administration fee of £100 GBP (One Hundred Pounds Sterling) or the equivalent amount in the currency specified in the Order at the then current FX rate for such reissuance.

5.4 SEED shall invoice the Customer for the Fees on the dates specified in the Order or as agreed by the parties in writing (emails allowed), along with the relevant Additional Charges, and the Customer shall pay each invoice within 30 (thirty) days from the date of such invoice.

5.5 All amounts (including any interests, charges, etc.) to be paid by the Customer and fees referred to in the Order:

• (a) shall be payable in the currency specified in the Order, or where no currency is specified, in Pounds Sterling;
• (b) are exclusive of value added tax or general sales tax, which shall be shown in the Order as a separate item or, where not shown in the Order, shall be added to SEED’s invoice(s) at the appropriate rate.

6. Data Protection:

6.1 Each party agrees to process the Personal Data in compliance with the Applicable Data Protection Laws. For completeness, if there is a further requirement which arises at a later stage, for processing of the Personal Data, there will be continued adherence to the Applicable Data Protection Law by both parties, as the case may be.

6.2 Each Party shall implement and maintain all appropriate technical, administrative, and organizational measures required to:

• (i) ensure a level of confidentiality and security appropriate to the risks represented by the processing and the nature of Personal Data shared; and
• (ii) prevent unauthorized or unlawful processing of Personal Data shared, from accidental loss, disclosure, or destruction of, or damage.

6.3 SEED may, at its sole discretion, further appoint any further entities, organizations, or personnel for processing of Personal Data, if and as may be required to perform its Services under the Order.

6.4 If required by SEED, the Customer will execute all documentation / agreements including completing all details for and entering into an international data transfer agreement or a data sharing agreement for safeguarding the transfer of the concerned Personal Data.

7. Intellectual Property Rights:

7.1 The Customer acknowledges and agrees that SEED shall own and/or control all Intellectual Property Rights in the Services and the product of the Services (including any and all Advertisements) in perpetuity and throughout the world, on all modes, media and formats, other than any Intellectual Property Rights in any proprietary Materials that is owned and controlled by the Customer and is provided to SEED by the Customer, towards the Services.

7.2 Except as expressly stated herein, nothing shall have the effect of granting to the Customer any rights to, under, or in, Intellectual Property Rights, or any other rights or licences in respect of the Services and/or any products of the Services.

7.3 The Customer hereby grants to SEED a fully paid-up, non-exclusive, royalty-free, transferable licence to use, display, and publish all names, logos, trademarks, insignia, and other Materials connected to the Customer, for the purpose of rendering the Services and/or any promotions thereof.

7.4 In addition to the above, the Customer grants to SEED a fully paid-up, non-exclusive, royalty-free, transferable licence to copy and modify any Materials provided by the Customer to SEED, for the purpose of rendering the Services and/or any promotions thereof.

8. Confidentiality:

8.1 Each party undertakes to the other party that it shall, and shall procure that its Authorised Persons shall:

• (a) keep all the Confidential Information secret and confidential, and not disclose any of the Confidential Information to any person other than in accordance with Clause 8;
• (b) not use any Confidential Information in any way except to the extent reasonably necessary for the Services, and not use or benefit from any Confidential Information to procure any commercial advantage over the disclosing party; and
• (c) create and maintain the best industry standards of security (including any reasonable arrangements specified by the disclosing party from time to time and the most secure arrangements that the receiving party maintains for its own trade secrets) in order to ensure that the Confidential Information is secure from unauthorised access and shall immediately inform the disclosing party if the receiving party becomes aware of any apparent unauthorised access.

8.2 Each party may disclose any of the Confidential Information to any of its Authorised Persons, provided that it informs them beforehand of the duties of confidence under the Documents, ensures that they undertake to comply with the same duties of confidence as under the Documents, keeps a written account of each of the disclosures, advises the disclosing party immediately it becomes aware of any breach by an Authorised Person, and gives, upon any request by the disclosing party, evidence of compliance with this clause.

8.3 A party shall not be in breach of its obligations under the Documents to the extent that any Confidential Information received by it may be required by law or regulation having force of law; or the rules of any court or other body of competent jurisdiction; or any governmental body to be disclosed, provided that in each case the concerned party, to the extent permitted by Applicable Laws, immediately notifies the other party/ disclosing party in writing of any request or requirement for disclosure and of all relevant surrounding circumstances prior to disclosure and takes into account any representations made by the other party/ disclosing party in relation to the disclosure.

9. Indemnity:

9.1 Each party (“Indemnifying Party”) shall defend, indemnify, and hold harmless the other party (“Indemnified Party”) against claims, actions, proceedings, losses, damages, expenses, and costs (including without limitation court costs and reasonable legal external attorney fees) arising out of or in connection with any breach by the Indemnifying Party of any terms and conditions of the Documents.

9.2 If an Indemnified Party is entitled to indemnification under this Clause 9.2, then the Indemnified Party shall give the Indemnifying Party prompt written notice of the claim (provided, however, that any delay in notification will not relieve the Indemnifying Party of its obligations under these T&Cs except to the extent that the delay impairs its ability to defend) and cooperate reasonably with the Indemnifying Party, at the Indemnifying Party’s expense, in connection with the defence and settlement of the concerned claim.

9.3 The Indemnifying Party will, at its own expense, to the extent legally possible, have sole control of the defence or settlement of the claim, provided, however, that in settling any claim, the Indemnifying Party will not make any admission on behalf of the Indemnified Party or agree to any terms or conditions that do or reasonably could result in any admission by or the imposition of any liability upon the Indemnified Party without the prior written approval of the Indemnified Party. The Indemnified Party will have the right to participate fully, at its own expense and with counsel of its own choosing, in the defence of any claim.

10. Limitation of Liability:

10.1 Except as expressly and specifically provided in the Documents, the Customer assumes the sole responsibility and risk for any and all results obtained from the use of the Services by the Customer and for any and all conclusions drawn from such use.

10.2 In addition to the above, in no event shall the SEED Parties (whether, jointly or severally) be liable to the Customer (or to any party acting under the instructions of or on behalf of the Customer) in any manner whatsoever to the extent that any claim (including third party claim) is received by the Customer in relation to any alleged or actual infringement based on:

• (a) a modification of the Services by anyone other than SEED;
• (b) the Customer’s use of the Services in a manner contrary to the instructions given to the Customer by SEED; or
• (c) the Customer’s use of the Services after notice of the alleged or actual infringement from SEED or any appropriate authority.

10.3 SEED’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the any Services and/or any of the Documents shall be limited to the total Fees received by SEED till the date of the claim.

10.4 SEED shall not be liable to the Customer for any loss of profits, or for any indirect, special, punitive, consequential, and/or exemplary damages, arising out of or in connection with the Services and the Documents and/or any terms thereof (directly or indirectly).

10.5 Except as set forth in the Documents, the Services are / shall be provided by SEED on an “as is” and “as available” basis, and the Customer expressly disclaims all other warranties, express and implied, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose.

11. Termination:

11.1 Both parties shall have right to terminate an Order in the following circumstances:

• (a) either party commits a breach of any of the terms and conditions or any of its obligations under any of the Documents and fails to rectify the same within a period of 30 (thirty) days from the date of receipt of a written notice (emails allowed) from the other party in respect thereof.
• (b) either party repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Documents.
• (c) either party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors, being wound up, having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction.

11.2 Without affecting any other right or remedy available to it, SEED shall have the right, but not be obligated, to terminate any or all Orders with immediate effect if there is a change of control of the Customer or if the Customer suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business.

11.3 Upon termination due to any reason attributable to the Customer, SEED shall have the right to retain all monies received by SEED till the date of termination and the Customer shall forfeit the same in favour of SEED, without any protest or demur. Upon termination due to any reason not attributable to the Customer, then, SEED, at its sole discretion, shall have the right to refund all monies received by SEED till the date of termination or issue a credit note against the monies received by SEED till the date of termination.

11.4 The termination of any Order shall not affect the respective rights and obligations of the parties under the terms and conditions of any other Order, if any, then in existence, unless specifically stated otherwise in the relevant Order.

12. Credit Notes/Credit Memos:

12.1 Where any credit note or credit memo is issued by SEED in relation to any Services, then the same must be redeemed against or towards booking or purchase of other SEED products / Services.

12.2 A credit note must be redeemed within 3 (three) months from its date of issue. The Service, event, or product that a credit note is redeemed against must commence within 6 (six) months of the date of issue of the credit note.

12.3 Any credit note which is not redeemed within the timescale specified at 12.2 above shall expire and the value shall be forfeited. No extension, refund or other compensation will be given by SEED in relation to any credit note.

13. Rights and Remedies:

Except as expressly provided in the Order and subject to Clause 10 at all times, the rights and remedies provided under the T&Cs and the Events Terms and/or the Digital Solutions Terms (as applicable) are in addition to, and not exclusive of, any rights or remedies provided by and available under law. Each party acknowledges and agrees that in entering into the Order it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in any of the Documents.

14. Force Majeure:

14.1 Neither Party shall be liable to the other Party under any Order if it is prevented from or delayed in performing its obligations / Services under the Order, or from carrying on its business (save and except in relation to the Customer’s obligations to make timely payments as per the terms of the Documents which shall not be deferred/ delayed by the Customer for any reason whatsoever), by acts, events, omissions, or accidents beyond its reasonable control, including any Force Majeure Event. For the purpose of this Clause 14, Force Majeure Event shall mean, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of SEED or any other party), failure of a utility service or transport or telecommunications network, any act of God, war, riot, civil commotion, malicious damage, epidemic, pandemic, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, natural disaster, flood, storm or default of SEED’s contractors and/or sub-contractors.

14.2 The affected party shall as soon as reasonably practicable after the start of the Force Majeure Event but no later than 3 (three) days from its start, notify the other party in writing of the Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations or Services under the Order and accordingly, the obligations or Services to be rendered under the Order shall stand suspended till the date of cessation of the Force Majure Event. The affected party shall use all reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations or Services.

14.3 If the Force Majeure Event prevents, hinders or delays the affected party’s performance of its obligations or Services for a continuous period of more than 4 (four) weeks, then, SEED, at its sole discretion, shall have the right to refund all monies received by SEED till the date of suspension or issue a credit note against the monies received by SEED till the date of suspension.

15. Non – Solicitation:

During the Term of the Services and for a period of 12 (twelve) months thereafter, the Customer shall not, directly or indirectly, solicit, induce or endeavor to entice any employee, consultant, partner, or affiliate of SEED, whether for its own account or for the account of an affiliate or third party, for the purpose of carrying out the Services or services similar to the Services undertaken under the Documents and related documents.

16. Miscellaneous:

16.1 Entire Agreement and Amendment: The Documents constitute the entire agreement between the parties in relation to the Services and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations, and understandings between them, whether written or oral, relating to its subject matter. No change or modification of the Documents shall be valid unless the same shall be in writing and signed by the parties.

16.2 Relationship of parties: Nothing in the Documents is intended to or shall operate to create a partnership, joint venture, association of persons or employment relationship between the parties, or authorize either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power). SEED shall be an independent contractor in relation to the Services rendered hereunder including in relation to the Deliverables.

16.3 Severance of Terms: If any provision in the Documents becomes invalid or illegal or adjudged unenforceable, the provision shall be deemed to have been severed from the concerned Document and the remaining provisions of the Document, shall not, so far as possible, be affected by the severance.

16.4 Waiver: No failure or delay by a party to exercise any right or remedy provided under any Document or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the 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. This Clause 16.4 is subject to the understanding in Clause 10 at all times.

16.5 Notices: All approvals, consents and notices required to be given or served hereunder by either party hereto to the other party shall be deemed to be given or served if the same shall have been delivered to, left at, sent by air mail, registered post or by facsimile by either party to the other party at their below addresses.

For SEED: Paras Fatnani
Email Address: legal@seedglobaleducation.com

For Customer: As per the address in the Order.
Email Address: As per the address in the Order.

16.6 Policies: All Services undertaken are subject to SEED’s policies as may be amended from time to time, at SEED’s discretion, and without notice of amendment to any such changes made.

16.7 Assignment: The Customer shall not, without the prior written consent of SEED, assign, transfer, charge, sub-contract, or deal in any other manner with all or any of its rights or obligations under the Documents.

16.8 Third Party Rights: The Documents do not confer any rights on any person or party (other than the parties to the Order and, if applicable, their successors and permitted assigns) and in the case of SEED, its Affiliates to the extent identified herein for the performance of the Services.

16.9 Governing Law and Jurisdiction: The Documents and any dispute or claim arising out of or in connection with therewith or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with any of the Documents or their subject matter or formation (including non-contractual disputes or claims).

16.10 Changes to the T&Cs, Events Terms, and the Digital Solutions Terms: SEED retains the right to make any revisions, modifications, updates, etc. to the T&Cs, the Events Terms and/or the Digital Solutions Terms from time to time and the Customer agrees to be bound by such revised/ modified/ updated T&Cs, Events Terms and/or Digital Solutions Terms.

1. Definitions and Interpretation

The definitions in this clause apply to these Events Terms and Conditions. Other capitalised terms used but not defined herein shall have the meaning ascribed to them in the General T&Cs and/or in the Order.

• Business School Festival(s): shall mean the business school festival(s) organized by SEED to provide a platform for international business schools to engage in direct, in-person interactions with prospective MBA and specialized master’s program applicants.
• Campus Tours: shall mean any tours organized by SEED across key recruitment markets for promoting the Customer and/or the Customer Programs among Interested Candidates and exploring potential institutional partnership opportunities.
• Events: shall mean the Business School, Festivals, Campus Tours, admitted student events, and/or any other marketing, outreach, engagement and other events organised and/or hosted by SEED.
• Tour: shall mean a series of Events running in a region.

2. SEED’s Obligations & Deliverables for the Events

1. SEED shall be responsible for the following deliverables in relation to Events:

• Planning the Events, securing appointments for Campus Tours, promoting the student interaction at each venue among the relevant target audience;
• Securing registrations and ensuring sufficient attendance in the sessions;
• Taking appropriate Personal Data processing consents or approvals from the registrants/ Interested Candidate/ Lead with regards to sharing their contact information or such other information as required by the Customer, with the Customer post the sessions;
• Sharing the captured Personal Data of the registrants/ Interested Candidate/ Lead and their attendance information with the Customer after each session;
• Arranging hotel stays in each city of stay, arranging local travel for the Events, booking domestic and regional flights to the designated cities where the Events are being conducted if the Customer has included and/or paid for the travel package as a part of the Order.

2. Notwithstanding anything stated herein, SEED will not be responsible for:

• International in-coming flight to the first destination at the start of the Tour;
• International out-going flight out of last destination at the end of the Tour; and/or
• Securing visas, insurance, mobile plans and any other items not specifically mentioned in the inclusions, unless otherwise expressly agreed in writing (emails allowed) between the parties.

3. Transportation and Safety

3.1 The Customer shall adhere to, and shall procure that its staff, representatives, contractors, workers and visitors adhere to, all fire and safety regulations applicable at the Event locations / venues. Aisles and fire exits must be kept clear of exhibits and crowding.

3.2 The Customer shall notify SEED if it, proposes to bring into any Event locations / venues, any substance or articles which is / are potentially hazardous, and shall ensure that any requirements which SEED and/or the Event location/ venue may impose in relation to dealing with that substance or article are complied with. In this clause, “hazardous” means, any substance or article that in the opinion of SEED and/or the Event location/ venue may create a risk of fire, explosion or the release of noxious gases, or which may soil or cause damage to the location/ venue or its contents, or which may cause any risk to the health or safety of occupants of the location/ venue.

3.3 General security will be provided by the venue before (during set up), during, and after (during dismantling / removal) the Event, but neither the venue nor SEED shall be responsible for any loss or damage to the Customer’s equipment/material and/or any personal property belonging to any staff, representatives, contractors, workers and/or visitors of the Customer. The Customer agrees and confirms that the provision of such general security by SEED and/or the Event’s venue/location constitutes adequate discharge any obligations of SEED to supervise and protect the Customer’s and/or its staff, representatives, contractors, workers and/or visitors’ property (including any equipment/ material) in connection with an Event.

4. Press/Publicity

4.1 Photographs, footage, video, and audio recordings may be taken by SEED during the Event, featuring the Customer or any representatives, students, or other personnel associated with the Customer. These photographs, footage, videos, and audio recordings may be used by any SEED Parties for any marketing and promotional purposes including press and publicity activities.

4.2 The Customer shall notify its representatives and personnel attending the Event of the above. In the event that any of the Customer’s personnel and/or representatives do not wish to be a part of such marketing and promotional activities, the Customer must advise the SEED of this upon arrival at each Event, failing which SEED shall not be responsible for any claims received or demands made by any third party(ies).

4.3 The Intellectual Property Rights in all materials mentioned in this Clause 4 shall be retained by SEED, as well as all photographs, footage, video, and audio recordings taken by SEED.

5. Events Affected by Covid

If, in the sole opinion of SEED, the venue chosen for an Event is or is likely to be negatively impacted by either Covid-19 or the Covid-19 related rules and guidelines in place within the territory where the Event is scheduled to take place, then SEED reserves the right at any time to:

• Change the format of an Event from a physical event to a virtual online event. Accordingly, the Customer’s booking will automatically transfer to the corresponding virtual event. If there is a price difference between the physical and the virtual event, then the Customer will be given a credit note to the value of the price difference;
• Change the date of the Event. The Customer’s booking will automatically transfer to the new date. No refund or credit will be paid by SEED.

6. Changes in venue and/or duration of Events

6.1 SEED reserves the right to change the venue, delivery method (i.e., from a physical event to a virtual online event), and duration of the Event.

6.2 In the event of a change of venue, delivery method, and/or duration, the Customer will be informed by SEED of the change(s) at least 5 (five) working days prior to the scheduled date of the Event. The Customer’s booking will automatically transfer to the replacement corresponding event or virtual event. If there is a price difference between the original event and any replacement event, then the Customer will be given a credit note to the value of the price difference.

7. Cancellation and/or Reduction

7.1 The Customer may cancel any of the Services by providing SEED with prior written notice of a minimum 60 (sixty) days prior to the intended date termination of the Services, subject to the following:

• If the Customer cancels more than 60 (sixty) days prior to the Start Date of the Event, SEED, at its sole discretion, will refund or provide a credit note for the entire invoice amount or mutually agree to any other terms and conditions, or
• If the Customer cancels 60 (sixty) days or less than 60 (sixty) days prior to the Start Date of the Event, the Customer shall be liable for all payment obligations as set out in the Order in respect of such Services which SEED may have accrued, incurred or committed as on date of cancellation.

7.2 Notwithstanding anything stated herein, in the event of cancellation by the Customer, the Customer shall be liable for all sums which have already fallen due for payment, this will include any non-refundable deposits and committed amounts.

7.3 If the Customer is unable to attend any Event for a Covid-19 related reason that is directly due to a Government mandate/ notice/ guideline (such as a lockdown, curfew or any such similar instance), then the cancellation and reductions specified hereinabove shall not apply and Clause 5 shall apply.

8. Virtual Events

The Customer shall be, to the extent permitted by the Applicable Laws, solely responsible for procuring, maintaining, and securing its network connections and telecommunications links from its systems to any SEED virtual event. Any and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer’s network connections or telecommunications links or caused by the internet shall be the sole responsibility of the Customer and SEED shall have no responsibility or liability in this regard.

9. Superseding Understanding

In the event of any conflict with the terms hereof and the General T&Cs, the terms hereof shall prevail to the extent of such conflict.