1. Definitions

The definitions in this clause apply in these QS Digital Services Terms. Other defined terms shall have the meaning ascribed to them in the General Agreement between QS and the Customer and in the QS General Terms and Conditions.

Advertisement: all advertising content, advertising information, and advertising URLs which form part of the QS Digital Services under the Agreement.

Campaign: a Traffic Generation Campaign and/or a Lead Generation Campaign

Candidate Data: information relating to individuals who interact with an advertisement or material relating to the QS Digital Services

Commencement Date: as specified in the Order, or any alternative date as the Parties have agreed in writing.

Customer Webpages: all websites, services and landing pages to which Campaigns link or direct viewers to.

Initial Term: The time period for which the QS Digital Services are initially booked to run as specified in the Order

Lead: a person who has shown explicit interest in Customer or a Customer program or Lead Generation Campaign and has completed a form and agreed to be contacted by the Customer and/or QS counsellor

Lead Generation Campaign: all advertising content, advertising information and other promotion of the Advertisement or Material  which runs on QS websites 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.

Material: any school or course description and application dates relating to the Customer’s business.

Modification Period: the period of 7 days after receipt by QS of the Advertisement and/or Material.

Partner: subsidiary, parent company or other subsidiary of a parent company

Policies: QS privacy policy, QS trademark guidelines and QS ad specification requirements.

QS Digital Services: the digital services, products or deliverables provided by QS to the Customer as agreed between the Parties and set out in the Order.

Relevant Legislation: all applicable laws (including primary and subordinate legislation and the rules of statutorily recognised regulatory authorities) currently in force and applicable to the QS Digital Services generally, or to the individual Advertisement or Campaign, or to the processing of Candidate Data.

Sites: the websites registered to and operated by QS

Specification: the  document(s) provided by QS to the Customer which give further detail on the product purchased

Subsequent Term: the period of time (being equal in length of time to the Initial Term) which begins at either (a) the time at which the Initial Term finishes; or  (b) the end of each Subsequent Term thereafter.

Target: all advertising targeting options and keywords as agreed between the Parties.

Traffic Generation Campaign: all advertising content, advertising information and other promotion of the Advertisement or Material which runs on QS websites to raise awareness of the Customer and its programs and to encourage traffic to the Customer’s website, service or landing page.

2. Charges and Payment:

2.1 The Customer understands that where the term of any QS Digital Service automatically renews in accordance with clause 5.1 then QS may change the fees for that QS Digital Service with effect from the start of each Subsequent Term by giving the Customer at least 60 days’ prior written notice.

2.2 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.

3. Term and Termination:

The agreement to provide QS Digital Services in accordance with the Order shall commence on the Commencement Date and will terminate dependent on the type of QS Digital Service being purchased, as follows:

(a) for advanced profiles – The agreement to provide the services shall continue for the Initial Term and thereafter will automatically renew for each Subsequent Term unless terminated in accordance with this clause 3 or with the General QS Terms and Conditions.  The Customer or QS are able to terminate the agreement at the conclusion of the Initial Term or at the conclusion of each Subsequent Term thereafter by giving the other party written notice of termination no later than 30 days prior to the end of the Initial Term or Subsequent Term as applicable. Such notice of termination will then take effect upon the completion of the Initial Term or at the Subsequent Term as applicable.

(b) for all other QS Digital Services the obligations in relation to that QS Digital Service will terminate once that individual QS Digital Service has been completed.

4. Intellectual Property Rights:

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 QS Digital Services to the Customer.

5. Candidate Data

5.1 QS may make available Candidate Data to the Customer. Candidate Data is likely to contain personal data which QS shall make available to the Customer in accordance with Relevant Legislation concerning data protection. On receipt of such Candidate Data the Customer will be acting as a data controller in relation to that Candidate Data.

5.2 In relation to the Customer’s use of the Candidate Data the Customer agrees:

(a) that all Candidate Data provided to the Customer by QS must only be used to promote the Customer’s programs, scholarships and other legitimate activities (“Business Purpose”). Use of the Candidate Data for any other purpose shall be a material breach of these Terms.

(b) to comply with all Relevant Legislation concerning personal data.

(c) If required by QS, it will complete all details for and enter into an international data transfer agreement or an data sharing agreement incorporating the EU standard contractual clauses or complete any other applicable measures for safeguarding as currently in force for the transfer of personal data from the UK or European Union to controllers established in third countries that do not ensure an adequate level of protection (controller-to-controller transfers).

(d) not to 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 handle the Candidate Data in such a way as to pose a risk to the rights and freedoms of the data subjects.

(e) 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 that have access to the Candidate Data.

(f) If a security breach in relation to Candidate Data occurs (meaning 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) co-operate fully with QS in dealing with the breach;

(iii) implement and comply with all reasonable steps and actions required to minimise or stop the breach and/or to prevent a similar breach occurring;

(iv) not respond to any third parties or their advisors in relation to the breach until QS and the Customer have jointly determined a communication and response strategy

5.3 Customer shall fully indemnify and hold harmless QS in relation to any loss or damage caused to QS or to any third party as a result of any breach by the Customer of this clause 5.

6. 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.

7. Traffic Generation Campaigns

7.1 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 Customer Webpages and the advertised products and services that the Customer Webpages relate to.

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

8. Lead Generation Campaigns

8.1 QS will run Lead Generation Campaigns during the term agreed with the aim of providing the number of Leads specified in the Order.

8.2 A Lead will have confirmed email, name, surname, country of residence, interest in the Customer school or specific Customer program and any other data fields as agreed in writing by the Parties. A Lead will have opted-in to being contacted by both the Customer and QS therefore can be contacted by both Parties separately.

8.3 Customer has the right to reject any Lead supplied by QS, if Customer can demonstrate that the Lead has already started an application to Customer prior to the date on which QS shared the Leads contact details. Such application must involve a successful phone call or email exchange between Customer and Lead and be less than 12 months old.

8.4 Customer is responsible for providing QS with all relevant logos and school descriptions and up to date Materials by the due date communicated by QS.

9. Campaign Advertisements and Materials

Customer 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

(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.

(f) 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.

10. Campaign Amendments

10.1 Customer may amend the start date of a Campaign with prior written notice to QS, such notice to be received by QS at least 14 days before the originally agreed 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 the date of the Order.

10.2  Campaigns may  be published on the originally agreed start date if amendment of the start date of those Campaigns occurs within 14 days of the start date specified in 5.1 above. In such cases Customer will be liable for all payment obligations for such Campaigns.

10.3 If Customer fails to provide the Material by the required date, the Campaign will be deemed live on the start date specified in 5.1 above  and the Customer will be liable for all payment obligations for such Campaigns.

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

11. Prohibited Uses; License Grant; Representations and Warranties:

11.1 Customer represents and warrants that it holds and hereby grants QS all rights (including without limitation any Intellectual Property Rights) in Campaigns and Customer Webpages 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”).

11.2 Customer further represents and warrants that:

(a) all Customer information is complete, correct and current; and

(b) Customer’s Materials, Campaigns, and Customer Webpages 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 appropriate authority from any individual to make use of their personal data including name, identity, image or representation in a Campaign; and

(d) the Material is legal, decent, honest and truthful, and complies with the requirements of all Relevant Legislation and applicable codes and standards; and

(e) any financial promotion is authorised, approved or otherwise permitted under Relevant Legislation; and

(f) the Customer has the right and/or authority to enter into the Agreement; and

(g) the Customer is a business, not a consumer; and

(h) all Materials, files, tags or other electronic 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.

11.3 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.

(d) undertake any action or make any statement that could damage the reputation of QS

11.4 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:

12.1 QS makes no guarantee to Customer regarding positioning, levels, or timing of Campaigns.

12.2 QS will use reasonable endeavours to comply with the reasonable instructions of the Customer but QS does not warrant the date of any publication or insertion, the wording or the quality of the reproduction of the Campaign and will have no liability whatsoever in that regard.

12.3 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; or

(b) any error in the Material in the form it is received from the Customer; or

(c) the wording, representation, placement or quality of colour or mono reproduction of the Material; or

(d) the actual positioning or prominence of the Material on the Site; or

(e) the audience/circulation of the Site or distribution of the Site in a specific geographical area; or

(f) any failure of the Material to meet or generate any target response levels or page impressions; or

(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; or

(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 that is in breach of the warranties at Condition 11.2 above.

1. Interpretation

The definitions in this clause apply in these QS Events Terms. Other defined terms shall have the meaning ascribed to them in the General Agreement between QS and the Customer and in the QS General Terms and Conditions.

Candidate Data: Means information relating to individuals who registered to attend an event at which the Customer is an exhibitor.

Event: any event organised by QS which the Customer is scheduled to attend and as detailed in the Order.

Relevant Legislation: all applicable laws (including primary and subordinate legislation and the rules of statutorily recognised regulatory authorities) currently in force and applicable to the Event or to the processing of Candidate Data.

Venue: the venue where the Event shall take place (if any).

2. Promotion

The Customer agrees to promote its presence at all Events it attends. This can include listing the Events on events calendars (both school websites and third party sites), newsletter announcements, dedicated email to local lead databases and significant inclusion on social media campaigns.

3. Charges and Payment:

3.1 Any early bird booking discount is applicable for any booking received prior to the early bird deadline and only if payment is received within 30 days of the invoice date

3.2 If the payment is not received by QS as per the payment terms, then, in addition to any other rights and remedies available to QS, the Customer may be refused participation at the Event.

4. Allocation of Space

QS shall allocate the space at the Event to the Customer as it deems fit. QS reserves the right to change the space allocated to Customers at any time prior to the commencement of the Event should circumstances demand, and to alter the space, to transfer or close entrances and exits to the Event facilities and to undertake other alterations as may be necessary.

5. Use of Exhibition Space

5.1 Customers are only entitled to exhibit the products/services detailed in the Order or otherwise agreed by the Parties.

5.2 Customers are not  allowed to sub-let or assign their stands to third parties, either wholly or in part, without the prior written consent of QS.

5.3 Customer may not permit representatives of organisation who are not exhibiting at the Event to promote or conduct business at the Customer’s stand or space.

6. Cancellation and/or reduction

6.1 Spring/Summer Events: Cancellation by the Customer within 30 days of booking and before 1st January will require 50% of total Fees to be paid. Cancellation by the Customer on or after 1st January will require 100% of total Fees to be paid. Fall Events: Cancellation by the Customer within 30 days of booking and before 1^st July will require 50% of total Fees to be paid. Cancellation by the Customer on or after 1st July will require 100% of total Fees to be paid.

6.2 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 the non-refundable deposit.

7. Fire Risks and Safety

7.1. Customers will adhere to all fire and safety regulations which affect the Event. 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 QS.

7.2 The Customer shall, and shall procure that their staff, contractors or workers, on discovering an outbreak of fire, however slight, follow the Venue’s fire procedures.

7.3 Customer will notify QS if it, proposes to bring into the Venue any substance or article which  is potentially hazardous, and will ensure that any requirements which QS or the 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 QS 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.

8. Changes in venue and/or duration of Events

8.1 QS reserves the right to change the venue, delivery method (ie from a physical event to a virtual online event) and duration of the Event.

8.2 In the event of a change of venue, delivery method and/or duration, the Customer  will be informed by QS of the change at least 5 working days prior to the Event date. 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.

9. Press/Publicity

9.1 Photographs, film footage, video and radio recordings may be taken during the Event. These photographs, films, videos and radio recordings may be used by the QS for marketing and promotional purposes. The Customer procures that it will notify its representatives and personnel attending the Event of this fact. Should the Customer’s personnel and representatives not wish to be a part of any promotional activity, the Customer must advise the QS event manager of this fact upon arrival at each Event.

9.2 Intellectual Property Rights in all press and publicity material is retained by QS..

10. Removal of Exhibits

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

11. Anti harassment

QS is committed to having a work environment where everyone is treated with dignity and respect. QS does not tolerate bullying, harassment and/or victimisation and expects everyone working  with QS (including Customers, visitors and guests) to behave respectfully towards others.  The Customer shall, and shall procure that its personnel also shall, act in accordance with this clause 11 whilst engaged at the Event..

12. Security

General security will be provided by the Venue during the period of installation of exhibits, during the Event and during dismantling and removal of exhibits, but neither the Venue nor QS will be responsible for any loss or damage to Customers’ equipment/material or personal property belonging to any representative of the Customer. Customer agrees that the provision of such general security by the Venue constitutes adequate discharge any  obligations of QS to supervise and protect Customer’s property in connection with an Event. Customer may furnish additional security at its own expense through the official security provider.

13. Events Affected by Covid

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

(a) change the format of an Event from a physical event to a virtual online event.  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 credit to the value of the price difference.

(b) 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 QS.

13.2 If the Customer is unable to attend any Event for a Covid related reason then the cancellation rules specified at clause 4 (cancellation and reduction) of these terms and conditions  shall apply.

13.3 Both Parties agree to follow all relevant rules, measures and guidelines relating to Covid prevention, both generally in the territory where the Event is taking place and specifically in the Venue where the Event is taking place.

14. Credit Notes/Credit Memos

14.1 Where any credit note or credit memo is issued by QS in relation to an Event (“Credit Note”) then this must be redeemed against or towards booking events hosted by QS or purchase of other QS products.

14.2 A Credit Note must be redeemed within 3 months from its date of issue.  The service, event or product that a Credit Note is redeemed against must commence within 6 months of the date of issue of the Credit Note.

14.3 Any Credit Note which is not redeemed within the timescale specified at 14.2 above shall expire and the value shall be forfeited.  No extension, refund or other compensation will be given by QS in relation to any Credit Note.

16. Virtual Events

The Customer shall be, to the extent permitted by law, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to any QS 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 QS shall have no responsibility or liability in this regard.

17. Candidate Data

17.1 QS may make available Candidate Data to the Customer. Candidate Data is likely to contain personal data which QS shall make available to the Customer in accordance with Relevant Legislation concerning data protection. On receipt of such Candidate Data the Customer will be acting as a data controller in relation to that Candidate Data.

17.2 In relation to the Customer’s use of the Candidate Data the Customer agrees:

(a) that all Candidate Data provided to the Customer by QS must only be used to promote the Customer’s programs, scholarships and other legitimate activities (“Business Purpose”). Use of the Candidate Data for any other purpose shall be a material breach of these Terms.

(b) to comply with all Relevant Legislation concerning personal data.

(c) If required by QS, it will complete all details for and enter into an international data transfer agreement or an data sharing agreement incorporating the EU standard contractual clauses or complete any other applicable measures for safeguarding as currently in force for the transfer of personal data from the UK or European Union to controllers established in third countries that do not ensure an adequate level of protection (controller-to-controller transfers).

(d) not to 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 handle the Candidate Data in such a way as to pose a risk to the rights and freedoms of the data subjects.

(e) 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 that have access to the Candidate Data.

(f) If a security breach in relation to Candidate Data occurs (meaning 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) co-operate fully with QS in dealing with the breach;

(iii) implement and comply with all reasonable steps and actions required to minimise or stop the breach and/or to prevent a similar breach occurring;

(iv) not respond to any third parties or their advisors in relation to the breach until QS and the Customer have jointly determined a communication and response strategy

17.3 Customers are not permitted to directly collect Candidate Data or to obtain Candidate Data from any sources other than from QS in accordance with these Terms.

17.4 Customer shall fully indemnify and hold harmless QS in relation to any loss or damage caused to QS or to any third party as a result of any breach by the Customer of this clause 17.

18. Compliance with QS Terms

QS reserves the right to refuse to allow the Customer access to future QS events should the Customer act in breach of these Terms.

1. Interpretation

The definitions in this clause apply in these QS Consultancy Terms. Other defined terms shall have the meaning ascribed to them in the General Agreement between QS and the Customer and in the QS General Terms and Conditions.

Deliverables: the items to be delivered by QS to the Customer as part of the QS Consultancy Services, as specified in the Proposal.

Proposal: the bespoke proposal presented to the Customer by QS that specifies the QS Consultancy Services and Deliverables to be provided to the Customer.

QS Consultancy Services: the service(s) and Deliverables being provided to the Customer and as specified in the Proposal.

2.Consultancy Procedure And Timeline

2.1 As soon as reasonably practicable following the Commencement Date, or as otherwise set out in the Proposal, QS will contact the Customer to commence the QS Consultancy Services.

2.2 The Customer shall submit to QS any required data and/or information in the format specified to QS in a timely manner and as accurately as possible.

2.3 Following the submission of all of the requested data and information by the Customer, QS will evaluate the data and information and deliver the consultancy presentation and report. The Customer agrees that, whilst QS shall use all reasonable endeavours to meet any timescales specified within these terms or the Proposal, that time shall not be of the essence in this regard.  Where submission of the data and information, (either initially, or in response any subsequent requests for information) is delayed, and such delay is as a result of a delay by the Customer, then QS shall be entitled, without penalty, to an extension of the time equal to the delay to complete the report. If the Customer has not submitted the requested data and information (either initially or in response to any subsequent requests for information) within a reasonable period of time then QS reserves the right to produce the Deliverables based on the information received as at that date.  The Customer agrees that receipt of such Deliverables shall constitute full and final satisfaction by QS of its obligations under clause 3 below.

3. Deliverables:

Upon completion of the consultancy period, and payment of the relevant Fees the Customer will receive the Deliverables from QS.

4. QS Consultancy Integrity and Independence:

4.1 The QS Consultancy Services are based on the critical knowledge, data and expertise of QS which is undertaken with the strictest process integrity, quality control and transparency.

4.2 The QS Consultancy Services have no direct relation to inclusion in or improvement in any international rankings relevant to the higher education sector, whether produced by QS or otherwise.

5. Data Ownership

5.1 Customer agrees that all proprietary and Intellectual Property Rights in the QS Consultancy Services and all QS Consultancy Services data, rankings and all other content shall at all times be the property of QS

5.2 The Customer shall have the right to use the Deliverables for the purposes and time periods specified in the Proposal.

5.3 The Intellectual Property Rights in the information and other material provided by the Customer to QS during the provision of the QS Consultancy Services shall, at all times, remain vested in the Customer. The Customer hereby grants to QS a worldwide, irrevocable, royalty free license to use the same for the legitimate business purposes of the QS Group .

1. Interpretation

The definitions in this clause apply in these QS Analytics Terms. Other defined terms shall have the meaning ascribed to them in the General Agreement between QS and the Customer and in the QS General Terms and Conditions.

Initial Term: Means the period specified in the Order.

Licence: Means the right granted by QS to the Customer to access the QS Analytics Service and to use the outputs of the QS Analytics Service in accordance with these Terms.  The Licence is global, irrevocable (during the term of the Order), non-transferable and shall terminate on the date of termination of the QS Analytics Services.

QS Analytics Service: Means the QS analytics hosted service(s) being licensed to the Customer as defined in the Order.

User: Means the employees, staff or contractors of the Customer who use the QS Analytics Service

2. Renewal Term

2.1        The agreement to provide QS Analytics Services in accordance with the Order shall commence on the Commencement Date and continue for the Initial Term and thereafter will automatically renew on an annual basis unless terminated in accordance with either this clause 2 or with the General QS Terms and Conditions.

2.2       The Customer or QS are able to terminate the agreement at the conclusion of the Initial Term or at the conclusion of each subsequent annual renewal thereafter by giving the other party written notice of termination no later than 90 days prior to the end of the Initial Term or  subsequent annual renewal as applicable. Such notice of termination will then take effect upon the completion of the Initial Term or at the completion of the subsequent annual renewal as applicable.

3. Licence, Login, Access Management And Acceptable Use

3.1        QS grants the Licence to the Customer.

3.2       QS provides a master login and password to the Customer which gives access to the  QS Analytics Service using an internet browser.  For the avoidance of doubt no refunds or repayments of Fees shall be given by QS where the Customer has not used the provided log in or has otherwise not made use of the QS Analytics Service.

3.3       The Customer can provide access to the QS Analytics Service to several Users according to the chosen subscription level.  The Customer shall notify QS of any changes to Users (or any super user).

3.4       The Customer shall manage logins using industry standard best practices. Practices such as only allowing access to named Users, not using shared email addresses for access and disabling access if a User’s status changes. The Customer shall access the  QS Analytics Service for internal business use only and shall not use the  QS Analytics Service for any other purpose including any commercial purpose.  In particular, it may not use the  QS Analytics Service on behalf of another academic institution or business, nor for the provision of outsourced  services to a third party. The Customer shall not publish or share with any other academic institution or business the contents of or outputs from the QS Analytics Service.  The Customer shall ensure that all Users comply with these requirements.

3.5       The Customer agrees that it will not, and shall ensure that the Users do not, at any time do any of the following to the  QS Analytics Service: recreate or attempt to recreate; reverse engineer; decode or decompile; nor, permit nor assist any third party to do so. Further the Customer agrees that is will not, and shall ensure that the Users do not, at any time use the  QS Analytics Service: in a way prohibited by law; to violate the rights of others; to try to gain unauthorised access to the  QS Analytics Service or to disrupt the  QS Analytics Service; in a way which could harm the  QS Analytics Service or impair anyone else’s use of it.

3.6       Customer’s and all Users’ log ins shall be disabled by QS as at the date of termination of the Licence.  Customer shall not use outputs from the QS Analytics Service after the Licence has terminated.

3.7       If at any time QS has reason to believe that the use of the  QS Analytics Service by the Customer or a User has or is likely to breach of clause 3.4, 3.5 or 3.6 of these Terms or otherwise constitute an abuse of the  QS Analytics Service and/or any commonly accepted standards of use then QS shall be entitled to immediately suspend the provision of the  QS Analytics Service whether in whole or in part and without incurring any liability in doing so until such time as those breaches or threatened breaches or unacceptable use are cured to its satisfaction. The Customer shall be liable for the use made of the  QS Analytics Services by the Users and other persons under the Customer’s control and shall indemnify QS for any loss or damage caused as a result of such use.

4. Peer And Subject Selection:

The Customer can, where available, make a peer and subject selection using the process prescribed by QS to enhance the Customer’s use of the  QS Analytics Service. This selection can be updated by the Customer once a year, a minimum of 30 days before the new rankings data is available, using the selection feature provided by QS.  Peer and subject selection is not available for the QS student insights tracker.

5. QS Rankings Update:

QS releases updated rankings each year. QS shall use reasonable endeavours to ensure the latest data is available in the  QS Analytics Service but offers no guarantee in this respect. The Customer accepts and agrees that any absence or delay of any data update does not constitute a material breach of the agreement.

6. Payment Terms

The Customer agrees and understands that QS may change the fees for the QS Analytics Service with effect from the start of each annual renewal by giving the Customer at least 120 days’ prior written notice.

7. Data Ownership

Customer agrees that all proprietary and Intellectual Property Rights in the QS Analytics Service and all QS Analytics Service data, rankings and all other content shall at all times be the property of QS and will be used by the Customer only in accordance with the Licence and these Terms.

1. Interpretation

The definitions in this clause apply in these QS Stars Terms. Other defined terms shall have the meaning ascribed to them in the General Agreement between QS and the Customer and in the QS General Terms and Conditions.

Audit Report: means the completed report submitted by QS to the Customer that details the results of a QS Stars Audit.

Commencement Date: as specified in the Order, or any alternative date as the Parties have agreed in writing.

Data Collection Platform: the system operated by QS and used by QS Stars customers to collect and submit evidence for a QS Stars Audit.

Initial Term: Means the period specified in the Order.

Licence: Means the non-transferable, revocable, worldwide right granted by QS to the Customer to advertise or promote the results of the QS Stars Audit publicly, including the right by the Customer to use any graphics and/or badges relating to the Audit Report which are provided to the Customer by QS as part of the Services.  The Licence shall subsist for the duration of the QS Stars Services and in accordance with these Terms.  The Licence shall terminate on the date of termination of the QS Stars Services.

QS Stars Audit: an audit, undertaken by or on behalf of QS, of the Customer’s characteristics that are identified as auditable within the QS Stars methodology.

QS Stars Services: the QS Stars Audit, Audit Report and Licence.

Subsequent Term: the period of time (being equal in length of time to the Initial Term) which begins at either (a) the time at which the Initial Term finishes; or  (b) the end of each Subsequent Term thereafter.

    2. Renewal Term

2.1        The agreement to provide QS Stars Services in accordance with the Order shall commence on the Commencement Date and continue for the Initial Term and thereafter will automatically renew for each Subsequent Term unless terminated in accordance with either this clause 2 or with the General QS Terms and Conditions.

2.2       The Customer or QS are able to terminate the agreement at the conclusion of the Initial Term or at the conclusion of each Subsequent Term thereafter by giving the other party written notice of termination no later than 90 days prior to the end of the Initial Term or Subsequent Term as applicable. Such notice of termination will then take effect upon the completion of the Initial Term or at the completion of the Subsequent Term as applicable.

3. Audit Procedure And Timeline

3.1        As soon as reasonably practicable following the Commencement Date QS will provide Customer with access to the Data Collection Platform.

3.2       The Customer shall submit the required data and information in the format specified to QS via the Data Collection Platform or by such other method agreed by the Parties no later than 90 days after the Commencement Date. The Customer shall answer questions put to it by QS, and provide any relevant supporting materials, data or documents requested by QS, in a timely manner and as accurately as possible.

3.3       QS will evaluate the data and information and deliver the QS Stars Audit results within 90 days of the date of final submission of all of the requested data and information by the Customer. Where submission of any of the data and information is delayed as a result of a delay by the Customer, then QS shall be entitled, without penalty, to an extension of the time equal to the delay in order to complete the audit. The Customer agrees that, whilst QS shall use all reasonable endeavours to meet any timescales specified within these terms, that time shall not be of the essence in this regard.

3.4       At the expiry of the Initial Term and each Subsequent Term thereafter a new QS Stars Audit will commence unless the agreement has been terminated in accordance with clause 2 of these Terms.

4. Deliverables

4.1        Upon the completion of a QS Stars Audit, and payment of the relevant Fees the Customer will receive from QS:

1. QS Stars Audit Report in PDF format
2. QS Stars Certificate in PDF format

4.2       QS will provide a selection of graphics for use by the Customer, during the term of the Licence, to reflect the result of their QS Stars Audit. This will include, but may not be limited to, QS Stars badges for overall and category-level results of sufficient quality for print and web deployment, in JPG, PDF, and PNG formats.

5. Use of QS Stars Badges And Publication Of Results:

5.1        The Customer is granted the Licence by QS provided that the Customer has not opted out of publication of the results in accordance with clause 5.2 of these Terms.

5.2       QS will publish the full results of the QS Stars Audit on QS websites within 30 days of completion of the Audit Report. The results of the Customer’s QS Stars Audit may also be advertised through QS’s websites, publications, social media accounts and other means deemed appropriate by QS. The Customer can opt out of such publication by QS by providing written notice of such opt out to QS within 7 days of the QS Stars Audit Report being sent to the Customer by QS.  For the avoidance of doubt such opt out by the Customer will not vary either the term of the agreement or the Fees payable by the Customer.

5.3       At the date of termination of the Licence the Customer shall cease to use the graphics provided by QS in accordance with clause 4.2 above.  For the avoidance of doubt use of such graphics by the Customer after the Licence termination date shall constitute a material breach of these Terms.

6. Payment Terms

The Customer agrees and understands that QS may change the fees for the QS Stars Service with effect from the start of each Subsequent Term by giving the Customer at least 120 days’ prior written notice.

7. Data Ownership

7.1 All Intellectual Property Rights in the QS Stars Service and all data, rankings and all other content shall at all times be the property of QS and will only be used by the Customer in accordance with the Licence granted in clause 5.1 of these Terms.

7.2 The Intellectual Property rights in the information and other material provided by the Customer in the course of a QS Stars Audit shall, at all times, remain vested in the Customer but the Customer hereby grants QS a worldwide royalty free license to use the same for purposes of its business.

1. Interpretation

The definitions in this clause apply in these QS Conference of Event Sponsorship Terms. Other defined terms shall have the meaning ascribed to them in the General Agreement between QS and the Customer and in the QS General Terms and Conditions.

Event: any conference or other event organised by QS which the Customer is paying to sponsor.

Venue: the venue where the Event shall take place (if any).

2. Charges and Payment:

If the payment is not received by QS as per the payment terms, then, in addition to any other rights and remedies available to QS, the Customer may be refused participation or sponsorship of an Event.

3. Sponsorship and use of Logo

3.1 All Intellectual Property Rights in the Customer’s name, logo and other distinctive marks remain with the Customer and nothing within the Agreement shall transfer any right title or interest in such rights.  Customer grants to QS a non-exclusive, royalty free, perpetual, worldwide right to use the Customer’s name, logo and other distinctive marks in order to deliver the Services.

3.2 QS shall determine the location, spacing and sizing of the Customer’s name, logo and or details (as appropriate) on any Event materials as it deems fit.

4. Changes in Layout, Venue, Delivery Method and/or Duration of Events

4.1 QS reserves the right to change the venue; delivery method (ie from a physical event to a virtual online or hybrid event); and duration of the Event without penalty.

4.2 In the event of a change of venue, delivery method and/or duration, this Agreement shall remain in force without any repayment or reduction of Fees, so long as the Customer is informed at least 14 days prior to the Event date.

4.3 QS reserves the right at any time, without penalty, and without any repayment or reduction in Fees, to make amendments to the layout of the Event or Venue, including the size of booths or banners offered to the Customer, should this be required in order to meet health and safety requirements, fire regulations or other reasonable requirements of the Venue host.

5. Events Affected by Covid

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

(a) change the format of an Event from a physical event to a virtual online event.  The Services will automatically transfer to the corresponding virtual event.

(b) change the date of the Event.  The Customer’s booking will automatically transfer to the new date

5.2 Both Parties agree to follow all relevant rules, measures and guidelines relating to Covid prevention, both generally in the territory where the Event is taking place and specifically in the Venue where the Event is taking place.

6. Press/Publicity

6.1 Photographs, film footage, video and radio recordings may be taken during the Event. These photographs, films, videos and radio recordings may be used by the QS for marketing and promotional purposes. The Customer procures that it will notify its representatives and personnel attending the Event of this fact. Should the Customer’s personnel and representatives not wish to be a part of any promotional activity, the Customer must advise the QS event manager of this fact upon arrival at each Event.

6.2 Intellectual Property Rights in all press and publicity material is retained by the QS..

7. Virtual Events

The Customer shall be, to the extent permitted by law, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to any QS 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 QS shall have no responsibility or liability in this regard.

1. Interpretation

The definitions in this clause apply in these QS Publication Terms. Other defined terms shall have the meaning ascribed to them in the General Agreement between QS and the Customer and in the General QS Terms and Conditions.

Advertisement: all advertising content and advertising information and Material which promotes the business of the Customer and shall appear in a QS Publication as specified in the Order.

Deadline Date: the last date for submission of the Advertisement and/or Material by the Customer to QS.  Such date to be communicated by QS to the Customer at least 7 days in advance of the Deadline Date.

Material: any information relating to the Customer’s business, including logos, which is submitted by the Customer to QS for inclusion in an Advertisement.

QS Publication Services: the publication of Advertisements for the Customer by QS in the QS Publication(s) as agreed between the Parties and set out in the Order.

QS Publication: any publication produced by QS.

2. Publication Requirements

2.1 Customer is responsible for providing QS with all relevant Advertisements and Material by the Deadline Date.

• Customer agrees and acknowledges that:

(a) If QS receives any Advertisement or Material from the Customer after the Deadline Date, QS reserves the right, at its sole discretion, to either:

(i) publish the Advertisement in a later edition of the QS Publication; or

(ii) where Material has been previously supplied by the Customer to QS, to use that Material as the Advertisement in the QS Publication;

(b) If QS does not receive any Advertisement or Material from the Customer QS reserves the right, at its sole discretion, to either:

(i) where Material has been previously supplied by the Customer to QS, to use that Material as the Advertisement in the QS Publication; or

(ii) decline to publish any Advertisement in any QS Publication until such time as an Advertisement or Material has been received from the Customer.

(c) the Advertisement or Material (as modified by Customer, or if not modified, as initially submitted) is deemed approved by Customer in all respects at the Deadline Date and QS reserves the right to refuse to accept any change to any Advertisement or Material supplied after the Deadline Date;

(d) QS may remove any Advertisement from any QS Publication at their sole discretion.

(e) QS reserves the right at its sole discretion and without notice to the Customer to decline to publish, or to change the position within the QS Publication of any Advertisement.

3. Data Ownership

3.1 Customer agrees that all proprietary and Intellectual Property Rights in QS Publications shall at all times be the property of QS.

3.2 The Intellectual Property Rights in the Material provided by the Customer to QS shall, at all times, remain vested in the Customer. 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 QS Publication Services.

1. Interpretation

The definitions in this clause apply in these QS Event or Conference Host Terms. Other defined terms shall have the meaning ascribed to them in the General Agreement between QS and the Customer and in the QS General Terms and Conditions.

Delegate Data: Means information relating to individuals who registered to attend an event at which the Customer is the host.

Event: any conference, summit or other event organised by QS which the Customer is hosting.

Proposal: the bespoke proposal presented to the Customer by QS that specifies the dates, expected candidate numbers and any other specific requirements of the Event.

Relevant Legislation: all applicable laws (including primary and subordinate legislation and the rules of statutorily recognised regulatory authorities) currently in force and applicable to the Event or to the processing of Delegate Data.

Venue: the venue where the Event shall take place (if any).

2. Design of Event

Customer agrees and understands that the overall design and schedule of the program for the Event will be determined by QS and the program committee.  This committee is made up of members invited by QS from a number of different higher education institutions.

3. Obligations of QS

3.1 QS will provide the Event’s worldwide marketing activities through QS’s various marketing channels.

3.2 QS has the responsibility for pre-and-post event logistics planning (with reasonable input from Customer).

3.3 QS has responsibility for organising: the speaking program (including plenary and/or parallel sessions); registration of delegates; master of ceremonies for sessions; and official receptions.

3.4 QS shall have the sole right to approve or to reject services or vendors for the Event.

4. Obligations And Financial Responsibilities Of Customer

Customer will bear all reasonable costs of hosting the Event, as set out in the Proposal, or where not specified in the Proposal, as follows:

4.1 for Events taking place in the physical environment, providing:

(a) venue space that is suitable to conduct the Event;

(b) audio-visual equipment and services, technical equipment, colour printer and stationery;

(c) ancillary staff;

(d) high-speed internet connection;

(e) Event setup including backdrop, signages and banners;

(f) Event security;

(g) general cleaning during and after Event sessions;

(h) electrical or other energy consumption charges;

(i) catering to an international standard and, at a minimum, in accordance with the QS Event Travel, Hospitality and Accommodation Requirements;

(j) welcome reception and dinner at a suitable venue;

(k) VIP dinner where applicable ;

(l) leisure activities (if applicable);

(m) two-way transportation of delegates in luxury coach or vehicles from their respective hotels to the Event venue;

(n) airport transfers for the QS working team during the Event period;

(o) travel, accommodation and hospitality for QS representatives prior to and during the Event dates.  Such travel and accommodation to be, at a minimum, in accordance with the QS Event Travel, Hospitality and Accommodation Requirements;

(p) Assistance to international participants to obtain visitor/ business visas by preparing or sending individual invitation letter or contacting the embassy if appropriate;

(q) adequate Customer staff or student helpers to support QS logistics manager and team with ancillary tasks.

4.2 for Events taking place in the virtual environment, providing:

(a) payment for costs incurred in designing the external view of the virtual platform

(b) payment for costs incurred in any special requirements to change any parts of the internal view of the virtual platform (only where this has been given prior approval by QS)

4.3 for all Events, providing:

(a) Representation in the program committee (with QS’ prior written approval);

(b) Invitations to local and international speakers (as agreed by QS and the program committee);

(c) payment of all associated honoraria and per diem or reimbursement for all speakers agreed with QS (as per Customer’s relevant policy and guidelines where applicable);

(d) a promotional campaign targeted at its own network of local and international partners and own faculty and administrators;

5. Delegate Fee Revenue

Revenue earned from standard delegate ticket sales shall be retained solely by QS with no payment or commission to Customer.

6. Sponsorship and use of Logo

6.1 All Intellectual Property Rights in the Customer’s name, logo and other distinctive marks remain with the Customer and nothing within the Agreement shall transfer any right title or interest in such rights.  Customer grants to QS a non-exclusive, royalty free, perpetual, worldwide right to use the Customer’s name, logo and other distinctive marks in order to deliver the Event.

6.2 QS shall determine the location, spacing and sizing of the Customer’s name, logo and or details (as appropriate) on any Event materials as it deems fit.

7. Events Affected by Covid

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

(a) change the format of an Event from a physical event to a virtual online event.  The Services will automatically transfer to the corresponding virtual event.

(b) change the date of the Event.  The Services will automatically transfer to the new date

7.2 Both Parties agree to follow all relevant rules, measures and guidelines relating to Covid prevention, both generally in the territory where the Event is taking place and specifically in the Venue where the Event is taking place.

8. Press/Publicity

8.1 Photographs, film footage, video and radio recordings may be taken during the Event. These photographs, films, videos and radio recordings may be used by the QS for marketing and promotional purposes. The Customer procures that it will notify its representatives and personnel attending the Event of this fact. Should the Customer’s personnel and representatives not wish to be a part of any promotional activity, the Customer must advise the QS event manager of this fact upon arrival at each Event.

8.2 Intellectual Property Rights in all press and publicity material is retained by the QS..

9. Virtual Events

The Customer shall be, to the extent permitted by law, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to any QS 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 QS shall have no responsibility or liability in this regard.

10. Delegate Data

10.1 Where the Customer requests access to Delegate Data QS may share Delegate Data with the Customer. Delegate Data is likely to contain personal data which QS shall only make available to the Customer in accordance with Relevant Legislation concerning data privacy. On receipt of such Delegate Data the Customer will be acting as a data controller in relation to that Delegate Data.

10.2 In relation to the Customer’s use of the Delegate Data the Customer agrees:

(a) that all Delegate Data provided to the Customer by QS must only be used meet the appropriate legal requirements or obligations for which the Delegate Data was requested (“Legal Purpose”). Use of the Delegate Data for any other purpose shall be a material breach of these Terms.

(b) to comply with all Relevant Legislation concerning personal data.

(c) If required by QS, it will complete all details for and enter into an international data transfer agreement or an data sharing agreement incorporating the EU standard contractual clauses or complete any other applicable measures for safeguarding as currently in force for the transfer of personal data from the UK or European Union to controllers established in third countries that do not ensure an adequate level of protection (controller-to-controller transfers).

(d) not to share the Delegate Data with any third parties. The Customer shall only make copies of the Delegate Data to the extent necessary for fulfilling the Legal Purpose and not handle the Delegate Data in such a way as to pose a risk to the rights and freedoms of the data subjects.

(e) to have in place appropriate technical and organisational security measures so that the Delegate 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 that have access to the Delegate Data.

(f) If a security breach in relation to Delegate Data occurs (meaning there is any unauthorised or unlawful processing, or any unauthorised or accidental loss of, damage to, alteration of, destruction of, or disclosure of any Delegate Data), Customer shall:

(i) immediately notify QS of the security breach;

(ii) co-operate fully with QS in dealing with the breach;

(iii) implement and comply with all reasonable steps and actions required to minimise or stop the breach and/or to prevent a similar breach occurring;

(iv) not respond to any third parties or their advisors in relation to the breach until QS and the Customer have jointly determined a communication and response strategy

10.3 Customers are not permitted to directly collect Delegate Data or to obtain Delegate Data from any sources other than from QS in accordance with these Terms.

10.4 Customer shall fully indemnify and hold harmless QS in relation to any loss or damage caused to QS or to any third party as a result of any breach by the Customer of this clause 10.

11. Conflict Of Interest And Non-Compete

11.1       Customer shall not, under any circumstances, organise, co-host or in any way affiliate itself with similar higher education event that is in direct competition with Event for six (6) months prior to the Event start date and for six (6) months after the Event end date. What constitutes a direct competition creating a conflict of interest shall be solely determined by QS (acting reasonably).

11.2       In an event that Customer breaches clause 11.1, Customer shall pay by way of liquidated damages an amount equal to one hundred percent (100%) of the Fee.

11.3      The Parties agree and acknowledge that the liquidated damages specified in clause 11.2 above do not operate as a penalty but are a true reflection of the estimated loss suffered by QS as a consequence of breach of clause 11.1.

1. QS MOVEIN TERMS
   1. Interpretation
   The definitions in this clause apply in these QS MoveIN Terms. Other defined terms shall have the meaning ascribed to them in the General Agreement between QS and the Customer and in the General QS Terms and Conditions.

Additional Services: services purchased by the Customer pursuant to clause 3 of these Terms.
Authorised Users: those employees, agents, independent contractors and students of the Customer who are authorised by the Customer to use the QS MoveIN Services, as further described in clause 2.2(d).
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Commencement Date: the commencement date of the QS MoveIN Services, as specified in the Order.
Credits: any credits purchased for a fee by the Customer and which the Customer may redeem for specific QS MoveIN Services, all as detailed in the Order.
Customer: as designated within the Order
Customer Data: the data inputted by the Customer, Authorised Users, or QS on the Customer’s behalf for the purpose of using the QS MoveIN Services or facilitating the Customer’s use of the QS MoveIN Services.
Fees: the Fees payable by the Customer to QS for the QS MoveIN Services, as set out in the Order.
Initial Subscription Term: the initial term as set out in the Order.
Normal Business Hours: 9.00 am to 5.00 pm local UK time, each Business Day.
Order: the order agreed by the Parties which specifies the QS MoveIN Services, Fees, Commencement Date and Initial Subscription Term.
QS: the QS company designated in the Order
Renewal Period: the period described in clause 9.1.
QS MoveIN Services: the services provided by QS to the Customer under this Agreement as more particularly described in the Order and including any Additional Services.
Software: the online software applications provided by QS as part of the QS MoveIN Services.
Subscription Term: has the meaning given in clause 9.1 (being the Initial Subscription Term together with any subsequent Renewal Periods).
Support Services Policy: QS’s policy for providing support in relation to the QS MoveIN Services is available in section 10 of this document.
Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
Vulnerability: a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability, and the term Vulnerabilities shall be construed accordingly.
2. Use of the QS MoveIN Services by Authorised Users
2.1 Subject to the Customer paying the Fees and complying with these terms, QS hereby grants to the Customer a non-exclusive, non-transferable right, without the right to grant sublicences, to permit the Authorised Users to use the QS MoveIN Services during the Subscription Term solely for the Customer’s internal business operations.
2.2 In relation to the Authorised Users, the Customer undertakes that:
(a) the maximum number of Authorised Users that it authorises to access and use the QS MoveIN Services shall not exceed the number specified in the Order;
(b) it will not allow or suffer any login to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the QS MoveIN Services;
(c) each Authorised User shall keep a secure password for their use of the QS MoveIN Services, that such password shall be changed regularly and that each Authorised User shall keep their password confidential;
(d) it shall maintain a written, up to date list of current Authorised Users and provide such list to QS within 10 Business Days of QS’s written request at any time or times;
(e) if the Customer has underpaid Fees to QS, then without prejudice to QS’s other rights, the Customer shall pay to QS an amount equal to such underpayment as calculated in accordance with the prices set out in the Order.
2.3 The Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the QS MoveIN Services that:
(a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
(b) facilitates illegal activity;
(c) depicts sexually explicit images;
(d) promotes unlawful violence;
(e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
(f) is otherwise illegal or causes damage or injury to any person or property;
and QS reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer’s access to any material that breaches the provisions of this clause.
2.4 The Customer shall not:
(a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this agreement:
(i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software (as applicable) in any form or media or by any means; or
(ii) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
(b) access all or any part of the QS MoveIN Services in order to build a product or service which competes with the QS MoveIN Services; or
(c) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the QS MoveIN Services available to any third party except the Authorised Users, or
(d) attempt to obtain, or assist third parties in obtaining, access to the QS MoveIN Services, other than as provided under this clause 2; or
(e) introduce or permit the introduction of, any Virus or Vulnerability into QS’s network and information systems.
2.5 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the QS MoveIN Services and, in the event of any such unauthorised access or use, promptly notify QS.

3. Additional Services and Credits
3.1 Subject to clause 3.2 and clause 3.3, the Customer may, from time to time during any Subscription Term, purchase Additional Services and QS shall provide such Additional Services in accordance with the provisions of this agreement.
3.2 If the Customer wishes to purchase Additional Services, the Customer shall notify QS in writing. QS shall evaluate such request for Additional Services and respond to the Customer with approval or rejection of the request.
3.3 If QS approves the Customer’s request to purchase Additional Services, the Customer shall either:
(a) within 30 days of the date of QS’s invoice, pay to QS the relevant fees for such Additional Services as set out the Order or, where no such rate is specified, at QS’s current applicable rate; or
(b) pay QS by redeeming the appropriate number of Credits for that Additional Service at the rates specified in the Order or, where no such rate is specified, at QS’s applicable current rate. Where Credits specify that they are payable per day in respect of any Additional Service, a day equates to eight Normal Working Hours.
3.4 The Customer may receive Credits each year as part of its package and where relevant the amount and date of issue of the Credits will be detailed in the Order. Such Credits expire within 12 months of the date of issue, or at the end of the Subscription Period or on termination of the QS MoveIN Services, whichever is sooner. QS MoveIN Services to be paid by redeeming these annually issued Credits must be ordered and a commencement date for such QS MoveIN Services agreed before the expiration date of the Credits. No refunds shall be issued by QS in respect of any unused or expired Credits.
3.5 All other Credits not covered by 3.4 above (including those purchased separately by the Customer) will automatically expire at the end of the Subscription Period or on termination of the QS MoveIN Services, if sooner. No refunds shall be issued by QS in respect of any unused or expired Credits.

4. QS MoveIN Services
4.1 QS shall, during the Subscription Term, provide the QS MoveIN Services to the Customer on and subject to the terms of this agreement.
4.2 QS shall use commercially reasonable endeavours to make the QS MoveIN Services available, except for:
(a) planned maintenance which shall be carried out within Normal Business Hours; and
(b) unscheduled maintenance performed outside Normal Business Hours, provided that QS has used reasonable endeavours to give the Customer notice in advance.
4.3 QS will, as part of the QS MoveIN Services and in consideration of the maintenance and support fees set out in the Order, provide the Customer with QS’s standard customer support services during Normal Business Hours in accordance with QS’s Support Services Policy in effect at the time that the QS MoveIN Services are provided. QS may amend the Support Services Policy in its sole and absolute discretion from time to time.

5. Data protection
5.1 Both Parties agree to comply with any applicable privacy and data protection laws.
5.2 The parties undertake to act in accordance with the separate data protection agreement, which shall be entered into within 28 days of the date of the Order. No Customer Data may be entered into the Software until such data protection agreement has been agreed and executed by both Parties.

6. QS’s obligations
6.1 QS undertakes that the QS MoveIN Services will be performed with reasonable skill and care.
6.2 The undertaking at clause 6.1 shall not apply to the extent of any non-conformance which is caused by use of the QS MoveIN Services contrary to QS’s instructions, or modification or alteration of the QS MoveIN Services by any party other than QS or QS’s duly authorised contractors or agents. If the QS MoveIN Services do not conform with the foregoing undertaking, QS will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly. Such correction or substitution constitutes the Customer’s sole and exclusive remedy for any breach of the undertaking set out in clause 6.1.
6.3 QS:
(a) does not warrant that:
(i) the Customer’s use of the QS MoveIN Services will be uninterrupted or error-free; or
(ii) that the QS MoveIN Services will meet the Customer’s requirements;
(b) is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the QS MoveIN Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
6.4 This agreement shall not prevent QS from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this agreement.
6.5 QS warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this agreement.
6.6 QS shall follow its archiving procedures for Customer Data. In the event of any loss or damage to Customer Data, the Customer’s sole and exclusive remedy against QS shall be for QS to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by QS in accordance with the archiving procedure. QS shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except any third parties sub-contracted by QS to perform services related to Customer Data maintenance and back-up for which it shall remain fully liable).

7. Customer’s obligations
7.1 The Customer shall:
(a) provide QS with:
(i) all necessary co-operation in relation to this agreement; and
(ii) all necessary access to such information as may be required by QS;
in order to provide the QS MoveIN Services, including but not limited to Customer Data, security access information and configuration services;
(b) without affecting its other obligations under this agreement, comply with all applicable laws and regulations with respect to its activities under this agreement;
(c) carry out all other Customer responsibilities set out in this agreement 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, QS may adjust any agreed timetable or delivery schedule as reasonably necessary;
(d) ensure that the Authorised Users use the QS MoveIN Services in accordance with the terms and conditions of this agreement and shall be responsible for any Authorised User’s breach of this agreement;
(e) obtain and shall maintain all necessary licences, consents, and permissions necessary for QS, its contractors and agents to perform their obligations under this agreement, including without limitation the QS MoveIN Services;
(f) ensure that its network and systems comply with the relevant specifications provided by QS from time to time; and
(g) be, to the extent permitted by law and except as otherwise expressly provided in this agreement, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to QS’s data centres, 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.
7.2 The Customer shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all Customer Data that is not personal data.

8. Charges and payment
8.1 QS shall be entitled to increase the Fees payable in respect of the QS MoveIN Services at the start of each Renewal Period upon 120 days’ prior notice to the Customer and the Order shall be deemed to have been amended accordingly.
8.2 Where the QS MoveIN Services include handling candidate application fees which are paid online by applicants the following shall apply:
(a) the relevant charges for the service shall be detailed in the Order.
(b) within 20 working days of the end of each Quarter (being 31 March, 30 June, 30 September and 31 December of each year) QS shall send to the Customer a statement showing the candidate application fees received and the relevant charges to be deducted therefrom (“the Customer Payment”) for the preceding Quarter.
(c) Subject to clause 8.6(d) below QS shall pay or procure the payment the Customer Payment by bank transfer to the to the Customer’s designated bank account in pounds sterling (or such other currency as may be agreed between the parties in writing). The Customer Payment shall be paid within 20 working days of the end of each Quarter.
(d) QS shall be entitled to set off against or deduct from the Customer Payment any sums due to QS by the Customer in relation to the Order. Where such set off or deduction occurs this will be detailed in the statement given under 8.2(b) above

9. Term and termination
9.1 This agreement shall, unless otherwise terminated as provided in this clause or in the General QS Terms and Conditions, commence on the Commencement Date and shall continue for the Initial Subscription Term and, thereafter, this agreement shall be automatically renewed for successive periods of 12 months (each a Renewal Period), unless either party notifies the other party of termination, in writing, at least 90 days before the end of the Initial Subscription Term or any Renewal Period, in which case this agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period, and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term.
9.2 On termination for any reason:
(a) all licences granted under this agreement shall immediately terminate and the Customer shall immediately cease all use of the QS MoveIN Services;
(b) each party shall return and make no further use of any equipment, property and other items (and all copies of them) belonging to the other party;
(c) QS may destroy or otherwise dispose of any of the Customer Data in its possession unless QS receives, no later than ten days after the Commencement Date of the termination of this agreement, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data. QS shall use reasonable commercial endeavours to deliver the back-up to the Customer within 30 days of its receipt of such a written request, provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Customer shall pay all reasonable expenses incurred by QS in returning or disposing of Customer Data; and
(d) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.

10. Support Policy

QS provides Support Services to MoveIN clients, according to the Terms and Conditions of contract, starting from the handover date until termination of the agreement.
System Availability
QS endeavour to provide availability of the MoveIN system at all times, excluding planned or emergency maintenance. For scheduled maintenance, QS will give clients at least 48 hours’ notice. Maintenance can be scheduled on any day of the week, including weekends, and can be at any time of the day, but QS will always try to minimise disruption to the service.

Access to Support
Clients may request support for MoveIN by creating a ticket on our web-based ticketing system. Tickets are created by sending an email to [email protected]

Service Levels
QS strives to respond to support requests within the time frame specified below, based on its category. QS always endeavours to respond rapidly and provide a service that meets the client’s requirements. Times are based on UK working hours (Monday to Friday, 9am to 5pm). A Business Day is defined as 8 hours and excludes public holidays.

Note:

• Issues may be resolved either by a temporary workaround or through a permanent solution.
• The time taken to resolve an incident is dependent on the issue being clearly identified by the client. The resolved time above does not include any delay whilst waiting for the client to provide further information

QS MOVEON TERMS
1. Interpretation
The definitions in this clause apply in these QS MoveON Terms. Other defined terms shall have the meaning ascribed to them in the General Agreement between QS and the Customer and in the General QS Terms and Conditions.

Additional Services: services purchased by the Customer pursuant to clause 3 of these Terms.
Authorised Users: those employees, agents, independent contractors and students of the Customer who are authorised by the Customer to use the QS MoveON Services, as further described in clause 3.2(d).
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Commencement Date: the commencement date of the QS MoveON Services, as specified in the Order.
Credits: any credits purchased for a fee by the Customer and which the Customer may redeem for specific QS MoveON Services, all as detailed in the Order.
Customer: as designated within the Order
Customer Data: the data inputted by the Customer, Authorised Users, or QS on the Customer’s behalf for the purpose of using the QS MoveON Services or facilitating the Customer’s use of the QS MoveON Services.
EWP Network: the Erasmus registry that allows the exchange of student data among higher education institutions and other entities; which consists of the registry service, including the catalogue which describes all the institutions, that is maintained by the Erasmus without Paper Consortium
Fees: the Fees payable by the Customer to QS for the QS MoveON Services, as set out in the Order.
Initial Subscription Term: the initial term as set out in the Order.
Normal Business Hours: 9.00 am to 5.00 pm local UK time, each Business Day.
Order: the order agreed by the Parties which specifies the QS MoveON Services, Fees, Commencement Date and Initial Subscription Term.
QS: the QS company designated in the Order
Renewal Period: the period described in clause 10.1.
QS MoveON Services: the services provided by QS to the Customer under this Agreement as more particularly described in the Order and including any Additional Services.
Software: the online software applications provided by QS as part of the QS MoveON Services.
Subscription Term: has the meaning given in clause 10.1 (being the Initial Subscription Term together with any subsequent Renewal Periods).
Support Services Policy: QS’s policy for providing support in relation to the QS MoveON Services as made available by QS via email, Zendesk, or website address as may be notified to the Customer from time to time.
Third Party Network: any network, database or registry owned or operated by a third party other than QS or the Customer and which includes the EWP Network.
Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
Vulnerability: a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability, and the term Vulnerabilities shall be construed accordingly.
2. Implementation Of The QS MoveON Services (not applicable to existing QS MoveON customers)
2.1 QS will be responsible for the initial configuration of the QS MoveON Services. The Customer will be responsible for providing any specific configuration information it requires and for checking the initial configuration to ensure that it meets its requirements. The Customer will also be responsible for the timely delivery of the Customer Data (if any) and for the configuration of its networks and computer systems so that the QS MoveON Services can be accessed by Authorised Users.
2.2 Within a reasonable period (not exceeding 14 days) after activation or commissioning of the QS MoveON Services the Customer shall conduct such tests as are capable of demonstrating the proper functioning of the QS MoveON Services within a reasonable period (the “Acceptance Tests”).
2.3 The Customer will be deemed to have accepted the QS MoveON Services immediately after whichever of the following occurs first:
(a) the successful conclusion of the Acceptance Tests, which shall not be considered failed for reasons which are immaterial to the successful functioning of the Software (the Customer will, if required by QS, provide written confirmation of this); or
(b) the Customer commencing use of the QS MoveON Services other than in a test or evaluation environment; or
2.4 If the QS MoveON Services fails the Acceptance Tests and this is attributable to the QS MoveON Services or QS, then QS shall endeavour to make those amendments, fixes and patches as are required and shall re-submit the QS MoveON Services to the Acceptance Tests. In all other cases QS shall use all reasonable endeavours to procure that the data centre provider or any third parties correct any errors attributable to them.
3. Use of the QS MoveON Services by Authorised Users
3.1 Subject to the Customer paying the Fees and complying with these terms, QS hereby grants to the Customer a non-exclusive, non-transferable right, without the right to grant sublicences, to permit the Authorised Users to use the QS MoveON Services during the Subscription Term solely for the Customer’s internal business operations.
3.2 In relation to the Authorised Users, the Customer undertakes that:
(a) the maximum number of Authorised Users that it authorises to access and use the QS MoveON Services shall not exceed the number specified in the Order;
(b) it will not allow or suffer any login to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the QS MoveON Services;
(c) each Authorised User shall keep a secure password for their use of the QS MoveON Services, that such password shall be changed regularly and that each Authorised User shall keep their password confidential;
(d) it shall maintain a written, up to date list of current Authorised Users and provide such list to QS within 10 Business Days of QS’s written request at any time or times;
(e) if the Customer has underpaid Fees to QS, then without prejudice to QS’s other rights, the Customer shall pay to QS an amount equal to such underpayment as calculated in accordance with the prices set out in the Order.
3.3 The Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the QS MoveON Services that:
(a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
(b) facilitates illegal activity;
(c) depicts sexually explicit images;
(d) promotes unlawful violence;
(e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
(f) is otherwise illegal or causes damage or injury to any person or property;
and QS reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer’s access to any material that breaches the provisions of this clause.
3.4 The Customer shall not:
(a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this agreement:
(i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software (as applicable) in any form or media or by any means; or
(ii) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
(b) access all or any part of the QS MoveON Services in order to build a product or service which competes with the QS MoveON Services; or
(c) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the QS MoveON Services available to any third party except the Authorised Users, or
(d) attempt to obtain, or assist third parties in obtaining, access to the QS MoveON Services, other than as provided under this clause 2; or
(e) introduce or permit the introduction of, any Virus or Vulnerability into QS’s network and information systems.
3.5 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the QS MoveON Services and, in the event of any such unauthorised access or use, promptly notify QS.

4. Additional Services and Credits
4.1 Subject to clause 4.2 and clause 4.3, the Customer may, from time to time during any Subscription Term, purchase Additional Services and QS shall provide such Additional Services in accordance with the provisions of this agreement.
4.2 If the Customer wishes to purchase Additional Services, the Customer shall notify QS in writing. QS shall evaluate such request for Additional Services and respond to the Customer with approval or rejection of the request.
4.3 If QS approves the Customer’s request to purchase Additional Services, the Customer shall either:
(a) within 30 days of the date of QS’s invoice, pay to QS the relevant fees for such Additional Services as set out in the Order or, where no such rate is specified, at QS’s current applicable rate; or
(b) pay QS by redeeming the appropriate number of Credits for that Additional Service at the rates specified in the Order or, where no such rate is specified, at QS’s applicable current rate. Where Credits specify that they are payable per day in respect of any Additional Service, a day equates to eight Normal Working Hours.
4.4 The Customer may receive Credits each year as part of its package and where relevant the amount and date of issue of the Credits will be detailed in the Order. Such Credits expire within 12 months of the date of issue, or at the end of the Subscription Period or on termination of the QS MoveON Services, whichever is sooner. QS MoveON Services to be paid by redeeming these annually issued Credits must be ordered and a commencement date for such QS MoveON Services agreed before the expiration date of the Credits. No refunds shall be issued by QS in respect of any unused or expired Credits.
4.5 All other Credits not covered by 4.4 above (including those purchased separately by the Customer) will automatically expire at the end of the Subscription Period or on termination of the QS MoveON Services, if sooner. No refunds shall be issued by QS in respect of any unused or expired Credits.

5. QS MoveON Services
5.1 QS shall, during the Subscription Term, provide the QS MoveON Services to the Customer on and subject to the terms of this agreement.
5.2 QS shall use commercially reasonable endeavours to make the QS MoveON Services available, except for:
(a) planned maintenance which shall be carried out within Normal Business Hours; and
(b) unscheduled maintenance performed outside Normal Business Hours, provided that QS has used reasonable endeavours to give the Customer notice in advance.
5.3 QS will, as part of the QS MoveON Services and in consideration of the maintenance and support fees set out in the Order, provide the Customer with QS’s standard customer support services during Normal Business Hours in accordance with QS’s Support Services Policy in effect at the time that the QS MoveON Services are provided. QS may amend the Support Services Policy in its sole and absolute discretion from time to time.

6. Data protection
6.1 Both Parties agree to comply with any applicable privacy and data protection laws.
6.2 The parties undertake to act in accordance with the separate data protection agreement, which shall be entered into within 28 days of the date of the Order. No Customer Data may be entered into the Software until such data protection agreement has been agreed and executed by both Parties.

7. QS’s obligations
7.1 QS undertakes that the QS MoveON Services will be performed with reasonable skill and care.
7.2 The undertaking at clause 7.1 shall not apply to the extent of any non-conformance which is caused by use of the QS MoveON Services contrary to QS’s instructions, or modification or alteration of the QS MoveON Services by any party other than QS or QS’s duly authorised contractors or agents. If the QS MoveON Services do not conform with the foregoing undertaking, QS will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly. Such correction or substitution constitutes the Customer’s sole and exclusive remedy for any breach of the undertaking set out in clause 7.1.
7.3 QS:
(a) does not warrant that:
(i) the Customer’s use of the QS MoveON Services will be uninterrupted or error-free; or
(ii) that the QS MoveON Services will meet the Customer’s requirements;
(b) is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the QS MoveON Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
7.4 This agreement shall not prevent QS from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this agreement.
7.5 QS warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this agreement.
7.6 QS shall follow its archiving procedures for Customer Data. In the event of any loss or damage to Customer Data, the Customer’s sole and exclusive remedy against QS shall be for QS to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by QS in accordance with the archiving procedure. QS shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except any third parties sub-contracted by QS to perform services related to Customer Data maintenance and back-up for which it shall remain fully liable).
7.7 Where the QS MoveON Services include connection to a Third Party Network QS accepts no liability for any damage or loss arising from use of or connection to the Third Party Network. Further information about the use of the EWP Network can be found in user help documentation available on the QS website.

8. Customer’s obligations
8.1 The Customer shall:
(a) provide QS with:
(i) all necessary co-operation in relation to this agreement; and
(ii) all necessary access to such information as may be required by QS;
in order to provide the QS MoveON Services, including but not limited to Customer Data, security access information and configuration services;
(b) without affecting its other obligations under this agreement, comply with all applicable laws and regulations with respect to its activities under this agreement;
(c) carry out all other Customer responsibilities set out in this agreement 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, QS may adjust any agreed timetable or delivery schedule as reasonably necessary;
(d) ensure that the Authorised Users use the QS MoveON Services in accordance with the terms and conditions of this agreement and shall be responsible for any Authorised User’s breach of this agreement;
(e) obtain and shall maintain all necessary licences, consents, and permissions necessary for QS, its contractors and agents to perform their obligations under this agreement, including without limitation the QS MoveON Services;
(f) ensure that its network and systems comply with the relevant specifications provided by QS from time to time; and
(g) be, to the extent permitted by law and except as otherwise expressly provided in this agreement, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to QS’s data centres, 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.
8.2 The Customer shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all Customer Data that is not personal data.

9. Charges and payment
9.1 QS shall be entitled to increase the Fees payable in respect of the QS MoveON Services at the start of each Renewal Period upon 120 days’ prior notice to the Customer and the Order shall be deemed to have been amended accordingly.

10. Term and termination
10.1 This agreement shall, unless otherwise terminated as provided in this clause or in the General QS Terms and Conditions, commence on the Commencement Date and shall continue for the Initial Subscription Term and, thereafter, this agreement shall be automatically renewed for successive periods of 12 months (each a Renewal Period), unless either party notifies the other party of termination, in writing, at least 90 days before the end of the Initial Subscription Term or any Renewal Period, in which case this agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period, and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term.
10.2 On termination for any reason:
(a) all licences granted under this agreement shall immediately terminate and the Customer shall immediately cease all use of the QS MoveON Services;
(b) each party shall return and make no further use of any equipment, property and other items (and all copies of them) belonging to the other party;
(c) QS may destroy or otherwise dispose of any of the Customer Data in its possession unless QS receives, no later than ten days after the Commencement Date of the termination of this agreement, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data. QS shall use reasonable commercial endeavours to deliver the back-up to the Customer within 30 days of its receipt of such a written request, provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Customer shall pay all reasonable expenses incurred by QS in returning or disposing of Customer Data; and
(d) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.

1. Interpretation

The definitions in this clause apply in these QS Continuous Connect Terms. Other defined terms shall have the meaning ascribed to them in the General Agreement between QS and the Customer and in the QS General Terms and Conditions.

Candidate Data: Means information relating to individuals who registered to attend either a Connection or an event organised by QS.

Connection: a direct call or meeting (whether physical or virtual) between the Customer and an individual who is interested in studying at the Customer institution.

Relevant Legislation: all applicable laws (including primary and subordinate legislation and the rules of statutorily recognised regulatory authorities) currently in force and applicable to the Services or to the processing of Candidate Data.

1. Charges and payment

Where the package purchased by the Customer specifies a maximum number of Connections then each Connection provided in excess of the maximum number shall be charged per Connection at the rate specified in the Order.

2. Connectivity Issues

The Customer shall be, to the extent permitted by law, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems.  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 QS shall have no responsibility or liability in this regard.

3. Candidate Data

3.1        QS may make available Candidate Data to the Customer. Candidate Data is likely to contain personal data which QS shall make available to the Customer in accordance with Relevant Legislation concerning data protection. On receipt of such Candidate Data the Customer will be acting as a data controller in relation to that Candidate Data.

3.2       In relation to the Customer’s use of the Candidate Data the Customer agrees:

(a)       that all Candidate Data provided to the Customer by QS must only be used to promote the Customer’s programs, scholarships and other legitimate activities (“Business Purpose”). Use of the Candidate Data for any other purpose shall be a material breach of these Terms.

(b)       to comply with all Relevant Legislation concerning personal data.

(c)       If required by QS, it will complete all details for and enter into an international data transfer agreement or an data sharing agreement incorporating the EU standard contractual clauses for the transfer of personal data from the UK or European Union to controllers established in third countries that do not ensure an adequate level of protection (controller-to-controller transfers).

(d)       not to 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.

(e)       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 that have access to the Candidate Data.

(f)        If a security breach in relation to Candidate Data occurs (meaning 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) co-operate fully with QS in dealing with the breach;

(iii) implement and comply with all reasonable steps and actions required to minimise or stop the breach and/or to prevent a similar breach occurring;

(iv) not respond to any third parties or their advisors in relation to the breach until QS and the Customer have jointly determined a communication and response strategy

3.3       Customers are not permitted to directly collect Candidate Data or to obtain Candidate Data from any sources other than from QS in accordance with these Terms.

3.4       Customer shall fully indemnify and hold harmless QS in relation to any loss or damage caused to QS or to any third party as a result of any breach by the Customer of this clause 3.

1. Interpretation

The definitions in this clause apply in these QS Apply Terms. Other defined terms shall have the meaning ascribed to them in the General Agreement between QS and the Customer and in the QS General Terms and Conditions.

“Applicable Laws” – in relation to a Party, all legislation, law, regulation, and legally binding codes of practice applicable to that Party from time to time;

“Data Protection Legislation” – means all Applicable Laws relating to any personal data processed under or in connection with this Agreement;

“Postgraduate” – refers to study, or an application to study, any qualification for which a bachelor’s degree is generally required in order to be considered for entry

“QS Apply Services” –  the Services being provided by QS to the Customer as defined in the Order;

“Student Data” – means personal data about students or potential students to be collected, processed, stored and/or transferred by one Party to the other for the purposes of this Agreement

“Transfer” – refers to any applicant who has earned credits for study at one institution and is applying to transfer these credits to continue to study at another institution.

“Undergraduate” – refers to study, or an application to study, for a bachelor’s degree.

2. Exclusivity

QS Apply Services shall be exclusive. The Customer shall not make similar arrangements with other education agent aggregators (that is organisations who operate by bringing together educational institutions with a number of different education agents with the aim of recruiting international or overseas students).

3. Customer Obligations

3.1 The Customer will provide information to QS about the applicable programs, scholarships, discounting, and its admission criteria, or will advise QS of where such information can be accessed on the Customer’s website.

3.2 Customer shall waive any existing application fee applicable to any application submission by QS.

3.3 The Customer will provide a final admission and scholarship decision in respect of an Undergraduate or Transfer applicant within 15 Business Days from the receipt of a completed application .

3.4 The Customer will provide a final admission and scholarship decision in respect of a Postgraduate applicant within  20 Business Days from the receipt of a completed application

3.5 The Parties agree and acknowledge that QS has the right to inform applicants, prospective students or any other third parties, or to otherwise publish, the average time taken from receipt of a completed application until the final admission and scholarship decision is provided by the Customer.

3.6 The Customer will provide specific instructions to QS for submitting completed applications for Undergraduate, Transfer, and Postgraduate students. QS will have an application deadline of 6 weeks before the program start date, unless otherwise agreed to in writing for specific countries due to visa appointment delays or other factors.

3.7 The Customer will provide QS with a dedicated point of contact for Undergraduate, Transfer, and Post Graduate admissions. Any changes to the dedicated point of contact will be sent to QS in writing.

4. Financial arrangements

4.1 The Customer understands and agrees that the Fees for the QS Apply Services will be increased annually by 5% per annum. The first price increase takes effect from the 1^st January immediately following the Commencement Date and then annually thereafter, with the increased price applicable to all intakes following the date of the increase.  For the avoidance of doubt where the Fee is expressed as a commission based on a percentage of tuition fees this increase will not apply.

4.2 Any consideration of any student for merit, talent or need-based aid, scholarship or payment plan for tuition fees shall have no impact on the fees due by the Customer to QS in respect of that student.

4.3 Where the Customer is located in USA, no QS Apply Services fees shall be payable to QS with respect to students who are US citizens or permanent residents at the time of their application.

5. Invoices
   An invoice will be issued by QS at the end of each semester in relation to all students for whom QS has introduced and who have enrolled at the Customer during that semester.
6. Term and Termination.

6.1 The agreement to provide QS Apply Services will commence on the Commencement Date and will continue until terminated in accordance with this clause 6 or with the General QS Terms and Conditions.

6.2 Either Party may terminate this Agreement upon provision of 180 days’ written notice to the other Party.

7. Consequences of Termination

7.1 All obligations in respect of students that have been recruited by QS on or prior to the date of termination will continue to apply until satisfied, even if such obligations must be fulfilled following termination of the QS Apply Services.  This includes the obligation on the Customer to pay Fees in relation to such students.

7.2 All obligations in respect of any QS Apply Services that have been paid annually in advance by the Customer shall continue until the end of the period that has been pre-paid.  For the avoidance of doubt QS shall not refund any fees where this Agreement has been terminated by the Customer part way through the period specified.

8. Personal Data

8.1 Each Party shall comply with (and provide reasonable assistance to the other to enable them to comply with) its obligations under Data Protection Legislation.
8.2 Where required by the Data Protection Legislation, each Party shall obtain and maintain all necessary notifications or registrations with the appropriate data protection authority.

8.3 Each Party shall take all reasonable steps to ensure that Student Data which is collected by it and/or provided to the any other Party is accurate.

8.4 Each Party shall respond appropriately and in accordance with Data Protection Legislation to any request or complaint which is received by it about the processing of Student Data, and shall promptly and at its own expense provide all reasonable assistance to the other Party in doing so.  The Parties agree to cooperate with one another if necessary in respect of any request or complaint received.

8.5 On termination of the QS Apply Services, each Party shall have regard to its obligations under the Data Protection Legislation as to the retention of Student Data.  The requirements of this clause shall continue to apply to any Student Data which continues to be processed by any Party following  termination  of  the QS Apply Services.

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