(Version: May 2024)
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY
AlgoEd Limited and its Affiliates (collectively, “AlgoEd” or “we” or “our”) are engaged in the business of providing personalized and accessible university admissions guidance and resources to students worldwide (“Students”). To enrich Student’s educational experience and assist in building their educational profiles, we allow educational institutions and academic event organizers to advertise and promote on our website platform (the “AlgoEd Platform”) educational-related competitions for Students to participate in (“Competitions”) and assist organizers in hosting, organizing and/or managing its Competitions.
These General Terms and Conditions for Competition Organizers including any annexures, exhibits, appendices, schedules, addenda and/or supplemental agreements hereto (these “T&Cs”) are the standard terms and conditions for organizers of competitions (each such organizer hereinafter “Organizer” or “you” or “your”,together with AlgoEd, the “Parties” and each a “Party”).
By using AlgoEd’s website and/or the AlgoEd to advertise and/or promote your Competitions, you accept and agree to the terms and conditions set forth under these T&Cs which constitutes a binding agreement between you and AlgoEd. Please therefore read these Terms and Conditions carefully.
We may update these T&Cs from time to time without obtaining your prior consent. If there is any update on these T&Cs we will post them onto our website located at: https://www.algoed.co/legal/terms-conditions
1.1 In these T&Cs the following expressions shall have the corresponding meanings assigned to them:-
“Affiliate(s)”
means any person or entity who, either directly or indirectly, controls, is under common control with, or who is controlled by a member of the Group, whether such control is exercised by voting rights, contractual arrangement or otherwise. The term “control” shall mean direct or indirect ownership of at least fifty percent (50%) of voting interests and economic interests of the controlled or commonly controlled entity.
“Force Majeure”
means acts of God, strike, lockouts or other industrial disturbances, wars, insurrection, epidemics, landslides, earthquakes, storms, lightning, floods, civil disturbances, explosions, and any other similar events not within the control of either Party and which by the exercise of due diligence neither Party is able to overcome;
“Government Authority”
means any government of any nation, province or state or any other political subdivision thereof, or any entity, authority or body exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to any government or statutory body;
“Intellectual Property Rights”
trademarks, trade names, service marks and trade dress, and all goodwill associated with trademarks, trade names, corporate names, business names, brand names, service marks and trade dress; patents; concepts; prototypes; drawings; designs; logos; trade dress; distinguishing guises; certification marks; official marks; mask works; utility models; domain names and other identifiers for internet protocol addresses and networks, fictional characters, and other indicators of source or business identifiers, and all goodwill associated therewith; copyrights and copyrightable works; databases; graphics; schematics; marketing, sales and user data and strategies and customer lists; technology; trade secrets, including confidential know-how, inventions, invention disclosures, inventor’s notes, improvements, discoveries, formulae, specifications and processes; computer software programs of any kind (in both source and object code form); application programming interfaces; protocols; and any renewal, extension, reissue, continuation or division rights, applications and/or registrations for any of the foregoing;
“Personal Data”
means any information that relates directly or indirectly to an individual who is identified or identifiable from that information; and
“Promotional Materials”
means the advertisements and/or other promotional materials in connection with the Competitions made available by the Organizer on the AlgoEd Platform.
1.2 In these T&Cs the following rules of interpretation shall apply:-
(a) Where the context requires, words importing the singular only shall also include the plural and vice versa and words importing persons or parties shall include firms, partnerships, corporations and any organisation having legal capacity and words denoting any gender shall include all genders.
(b) The index and headings in these T&Cs and any reference thereto shall not be deemed to be part thereof or be taken into consideration in the interpretation or construction of these T&Cs.
(c) All references in these T&Cs to Clauses are, unless otherwise provided, references to the Clauses in these T&Cs.
(d) Communications which under these T&Cs are required to be “in writing” may be hand-written, typewritten or printed and shall be in English language.
(e) All notices, instructions or instruments of whatsoever nature to be provided, issued or served under or in accordance with these T&Cs shall be in writing.
(f) No rule of construction applies to the disadvantage of a party because that party was responsible for the preparation of the Agreement or any part of it.
(g) A reference to a party to a document includes that party’s successors and permitted assigns.
(h) Any reference to any other agreement, deed or instrument shall be construed as a reference to that other agreement, deed or instrument as the same may have been, or may from time to time be, amended, varied, supplemented or novated.
(i) Any covenant by either Party to do or not to do an act or thing shall be deemed to include an obligation to use reasonable endeavours to cause to be done such actor thing or not to permit or suffer such act or thing be done by another person.
(j) If any provision of these T&Cs is declared by any judicial or other competent authority to be void, voidable, illegal or otherwise unenforceable the remaining provisions of these T&Cs shall remain in full force and effect.
(k) Save where expressed otherwise, any reference to “day” shall mean a reference to a calendar day, and any reference to “month” shall mean a reference to a calendar month.
2.1 These T&Cs shall remain effective and shall continue to bind the Organizer for so long as it continues to use the AlgoEd Platform and AlgoEd’s services.
3.1 Subject to the terms and conditions of these T&Cs, AlgoEd hereby grants to the Organizer a limited, non-exclusive, non-transferable and revocable right and license to use the AlgoEd Platform solely for the purpose of advertising and promoting the Organizer’s Competitions. The AlgoEd Platform is made available on an as-is basis for the Organizer’s use at their own liability. As such, the Organizer shall remain solely responsible for the use of the AlgoEd Platform, the contents in its Promotional Materials and the Competitions.
3.2 Organizer agrees that all enrolment fees to be paid by Students for participating in the Competitions (“Enrolment Fees”) shallfirst be paid to AlgoEd, and AlgoEd will charge the Organizer a promotion fee for publishing the Promotional Materials and assisting with the Competitions based on the final number of Students who enroll in the Organizer’s Competitions (“Promotion Fee”). The Promotion Fee will be deducted from the Enrolment Fees held by AlgoEd before the difference is paid to the Organizers or donated (depending on the Organizer’s preference).
3.3 The Organizer shall be solely responsible for organizing and managing their own Competitions including, without limitation:
(a) Creating competition questions / cases;
(b) Assembling their own panel of judges;
(c) Selecting winners based substantially on their own judging criteria;
(d) Assessing and determining the winners of each round of Competition;
(e) Marketing and promoting the Competitions.
AlgoEd will only provide assistance and advice to the Organizers in the marketing and promotion of the Competitions and the structure and rules of the Competitions.
4.1 Organizer hereby represents and warrants to AlgoEd that:
(a) (If the Organizer is a corporate body or unincorporated association) it has been duly incorporated or formed or registered, is validly existing and is in good standing under the laws of its place of incorporation or formation;
(b) (If the Organizer is a corporate body or unincorporated association) all corporate actions or approval necessary for the authorization, agreement to, and the performance of all of its obligations under these T&Cs have been taken;
(c) it has the full legal right, authority and power to execute, deliver and perform its obligations under these T&Cs;
(d) (If the Organizer is a corporate body or unincorporated association) it is not insolvent and does not have any debt which it does not have the ability to pay as such debt matures and becomes payable and no order has been made by any applicable Government Authority or petition presented or resolution passed or steps taken for the winding up or liquidation of the Organizer or appointment of a receiver;
(e) (If the Organizer is a natural individual) he is of sound mind and of sufficient legal age to enter into contracts in its jurisdiction;
(f) (If the Organizer is a natural individual) no order has been made by any applicable Government Authority or petition presented for the bankruptcy of him or to declare the bankruptcy of him;
(g) it will comply with all applicable laws, rules and regulations in all respects;
(h) by entering into these T&Cs, it is not in breach of its constitutional documents or any other agreement that it has entered with any third party or any other legal obligations or order from any court or Government Authority by which it is bound;
(i) all information, materials, reports, data and other documents furnished and to be furnished by the Organizer to AlgoEd do not and shall not contain any untrue, misleading and/or inaccurate statements; and all information, materials, reports, data and other documents provided and to be provided by the Organizer was provided and shall be provided after due and careful inquiry by the Organizer and do not and shall not omit any material fact(s), the omission of which would have made such information, materials, reports, data and other documents misleading, inaccurate and/or untrue in anyway;
(j) the Competitions andPromotional Materials do not and will not infringe upon, violate, or misappropriate any third party rights, including any rights of privacy, publicity or Intellectual Property Rights; and
(k) the Competitions and Promotional Materials do not and will not include anything that: (i) is defamatory; (ii) is racist or discriminatory or promotes racist or discriminatory activities; (iii) promotes any illegal activity; (iv) promotes violence; (v) promotes terrorist organizations or activities; (vi) promotes the sale of alcohol, tobacco or firearms; (vii) promotes gambling; (viii) is pornographic or obscene, or promotes pornographic or sexually explicit products or services; (ix) is otherwise inappropriate for children; (x) contains any material which improperly references illegal activities; (xi) contains any material that is or contains malware, viruses, or other potentially destructive computer programs and security threats; (xii) promote activities generally understood as internet abuse, including but not limited to, the sending of unsolicited bulk electronic mail or the use of spyware programs; (xiii) promote any software piracy systems (warez, cracking, etc.), hacking, phreaking, emulators, ROM’s pr illegal MP3 activity (xiv) in any way violates any applicable law in the jurisdiction in which the Competitions are to be held.
It is the responsibility of the Organizer to:
(a) liaise closely with AlgoEd and render all necessary assistance as may be reasonably requested by AlgoEd for ;
(b) where applicable, liaise and/or consult with any relevant Government Authority and/or other third parties in connections with the Competitions; and
(c) where necessary, grant and/or procure the grant of access to the relevant information in connection with the Competitions and the Promotional Materials, to AlgoEd and/or its representative(s).
6.1 In no event shall AlgoEd be liable to the Organizer for any indirect, special, punitive, incidental or consequential loss or damage whatsoever, including liability for corruption to or destruction of software or data, wasted expenditure, or for loss of profit, business, revenue, goodwill or anticipated savings, arising out of, resulting from or related to the Competitions, the Promotional Materials, its use of the AlgoEd Platform and/or these T&Cs.
6.2 Organizer acknowledges that in no event shall AlgoEd’s liability under or arising out of these T&Cs exceed the amount paid by the Organizer to AlgoEd during the six-month period preceding the relevant claim. The Parties have agreed that the foregoing limitations will apply even if any limited remedy specified in theseT&Cs is found to have failed of its essential purpose. The Parties agree that the existence of more than one claim shall not increase the foregoing limit, and that the limitations of liability set forth in this section will apply even if any limited remedy specified in these T&Cs is found to have failed of its essential purpose.
The Organizer shall indemnify AlgoEd and keep AlgoEd harmless from and against:
(a) any act, omission, breach, non-observance or non-performance by the Organizer and/or its employees, servants or agents of any provisions of these T&Cs (including but not limited to any breach of the representations and warranties given by it under Clause 4), which results in AlgoEd incurring any liability whatsoever; and
(b) any claim, damage, loss or expenses due to or resulting from any negligence, wrongful act or breach of duty on the part of the Organizer or its employees, servants or agents; and
(c) any and all claims and proceedings for or on account of infringement of any protected Intellectual Property Rights related to or in any way connected with the Promotional Materials, the Competitions and/or its use of the AlgoEd Platform, and against all damages, costs, charges and expenses whatsoever in respect thereof or in relation thereto.
8.1 AlgoEd shall be considered as the sole owner of the Personal Data collected in the course of carrying out the Competitions.Organizer hereby agrees that it has no right to use such Personal Data for any purposes other than for the purpose of the Competitions.
8.2 Where the Organizer collects and provides any PersonalData to AlgoEd in the course of organizing the Competitions, the Organizer hereby represents and warrants to AlgoEd that with regards to any Personal Data it collects and/or provides to AlgoEd, it has obtained all requisite consent required from the data subjects and has complied with all applicable data protection laws and regulations in its collection, handling, storage and/or transfer of Personal Data. The Organizer further agrees that, with regards to the Personal Data its collects and/or received for or from AlgoEd for the purpose(s) of and/or in connection with the Competitions, the Organizer shall, and shall procure that all its employees, consultants, members, students, representatives, servants and/or agents to similarly, comply with the applicable Personal Data protection laws and regulations.
8.3 The Organizer shall implement or have in place appropriate technical and organizational measures to ensure a sufficient and reasonable level of security appropriate with regards to the storage of the Personal Data collected and/or received by it.
8.4 The Organizer shall be responsible for any penalties or damages which result from its own violation of any applicable data protection laws and regulations.
9.1 Each Party (the “Receiving Party”) agrees that it shall not disclose or use the Confidential Information of the other Party (the “Disclosing Party”) without the prior written consent of the Disclosing Party. Except as expressly allowed herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information of the Disclosing Party except to its officers, employees, agents or professional advisors on a strictly need-to-know basis. For the purpose of these T&Cs, “Confidential Information” refers to any information of any party or its Affiliates which is, or should reasonably be understood to be, confidential or proprietary to the Disclosing Party, including, but not limited to, information: (i) related to the Disclosing Party’s intellectual property, technical know-how and technological innovations; (ii) related to the Disclosing Party’s operations, financial status, or sales and business plans and strategies; (iii) trade secrets, trademarks, patents, or other intellectual property; and (iv) related to data and reporting and data available in user interfaces, in each case disclosed directly or indirectly, whether in writing, drawing, orally, electronically or otherwise by the Disclosing Party to the Receiving Party.
9.2 Notwithstanding the foregoing, ConfidentialInformation shall not include information which the Receiving Party can demonstrate with written evidence: (a) was public knowledge or already known to the recipient of such information at the time of disclosure other than by a breach by or the fault of the Receiving Party; (b)subsequently becomes public knowledge or comes into the possession of the recipient of such information other than by a breach of these T&Cs; (c) is agreed by the Parties not be confidential; or (d) the information was required to be disclosed pursuant to a court order or Government Authority or regulatory body such as a stock exchange and/or its rules governing the listing of securities, or any applicable law, rule or regulation, provided that the Receiving Party shall, to the extent legally permissible, as soon as practicable give notice of such required disclosure to the DisclosingParty to enable the Disclosing Party to act to prevent or restrict the ordered disclosure.
10.1 All Intellectual Property Rights owned by any Party will remain vested in such Party and these T&Cs shall not under any circumstances be construed or interpreted as assigning any Intellectual Property Rights of any Party to another.
10.2 The Parties agree that these T&Cs shall not govern any new Intellectual Property Rights which may be developed pursuant to or arising out of these T&Cs. The Parties agree that the allocation of such rights shall be determined based on a separate agreement in writing to be mutually agreed upon by the Parties.
10.3 The Organizer represents and warrants to AlgoEd that all schedules, reports, electronic and digital reports and data bases, computer storage discs, computer printouts, estimates and other relevant documents or information compiled, provided or prepared by the Organizer and/or its employees, consultants, agents or representatives in relation to or in connection with the Competition and the Promotional Materials do not infringe the Intellectual Property Rights of any person; and in connection therewith the Parties have obtained all requisite consents, licences, approvals or assignments necessary for the use of the same. The Organizer shall indemnify AlgoEd and keep AlgoEd indemnified against any loss, costs, expenses, demands or liability, whether direct or indirect, arising out of its breach of this Clause. For the avoidance of doubt, such indemnity shall be effective irrespective of whether legal proceedings have been instituted, or whether any settlement or compromise had been reached.
11.1 Each of the paragraphs below describes circumstances which constitute an Event of Default with respect to the Organizer for the purposes of these T&Cs:
(a) Breach of representation or warranty: Any representation or warranty made or deemed made by the Organizer under these T&Cs, proves to have been incorrect;
(b) Delay, termination and/or abandonment of Competition: The commencement of the Competition has been unduly delayed for a period of more than six months, terminated and/or abandoned by the Organizer;
(c) Non-compliance / breach: The Organizer does not or fails to perform or comply with, or commits a breach of any one or more of its obligations or responsibilities under these T&Cs;
(d) Cessation of business: The Organizer ceases or threatens to cease to carry on its business or any part of its business;
(e) Distress and similar action: A warrant of attachment or execution or similar process against any substantial part of the assets of the Organizer is issued;
(f) Insolvency: The Organizer becomes or is declared insolvent or bankrupt, is unable to pay its debts as they fall due, stops or suspends payment of its debts as they fall due or commences negotiations with any one or more of its creditors with a view to the general readjustment or rescheduling of its or makes a general assignment for the benefit of or a composition with its creditors; and/or
(g) Winding up: Any step is taken by the Organizer for its dissolution or for the appointment of a liquidator (including a provisional liquidator), receiver, judicial manager, trustee, administrator, agent or similar officer of the Organizer or over any part of the assets of the Organizer.
11.2 Upon the occurrence of one or more of the Event of Default specified in Clause 11.1 above with respect to the Organizer, AlgoEd may immediately suspendor terminate the Organizer’s use of the AlgoEd Platform.
11.3 Upon termination of the Organizer’s use of the AlgoEd Platform, AlgoEd will also cease providing any assistance to the Organizer’s Competitions and the Organizer undertakes to promptly return to AlgoEd all of AlgoEd’s Confidential Information in its possession and control, and to destroy (at such other Party’s direction) all copies of AlgoEd’s Confidential Information retained by it.
11.4 The termination of the Organizer’s use of the AlgoEd Platform shall not in any way prejudice or affect any rights or obligations of the Parties which may have accrued prior to termination, nor shall it affect the continuance in force of any provisions of these T&Cs which are intended to continue indefinitely.
12.1 NeitherParty will be liable for any delay in performing or failure to perform any of its obligations under these T&Cs caused by an event of Force Majeure.
12.2 TheParty claiming the event of Force Majeure will promptly notify the other inwriting of the reasons for the delay or stoppage (and the likely duration) and will take all reasonable steps to overcome the delay or stoppage.
12.3 If the Party claiming the event of Force Majeure has complied with Clause 12.2 its performance under these T&Cs will be suspended for the period that the event of Force Majeure continues and the Party will have an extension of time for performance which is reasonable and in any event equal to the period of delay or stoppage. As regards such delay or stoppage:
(a) any costs arising from the delay or stoppage will be borne by the Party incurring those costs;
(b) either Party may, if the delay or stoppage continues for more than thirty (30)continuous days, terminate these T&Cs with immediate effect by giving written notice to the other and neither Party will be liable to the other for such termination; and
(c) the Party claiming the event of Force Majeure will take all necessary steps to bring that event to a close or to find a solution by which these T&Cs maybe performed despite the event of Force Majeure.
13.1 Assignment. The Organizer shall not assign its rights and responsibilities under these T&Cs without obtaining the prior written consent of AlgoEd.
13.2 Amendment and Variation of Agreement. Notwithstanding anything to the contrary, the provisions of these T&Cs may at any time and from time to time be varied or amended by AlgoEd without the prior written consent of the Organizer.
13.3 Waiver. Failure by AlgoEd to demand performance of any term or condition shall not be deemed a waiver of AlgoEd’s right to demand performance at a later date.
13.4 Invalidity and Severability. Ifany provision of these T&Cs shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, the invalidity or unenforceability of such provision shall not affect the other provisions of these T&Cs and all provisions not affected by such invalidity or unenforceability shall remain in full force and effect. The Parties hereby agree to attempt to substitute for any invalid or unenforceable provision a valid or enforceable provision that achieves to the greatest extent possible the economic and commercial objectives of the invalid or unenforceable provision.
13.5 Successors Bound. These T&Cs shall be binding upon the successors, representatives and permitted assigns of the Organizer.
13.6 Further Undertakings. The Organizer hereby undertakes to AlgoEd to execute and deliver any other documents and take any other steps as shall be reasonably required to carry out and performits obligations under these T&Cs.
13.7 The Agreement shall continue to bind.Without prejudice to the laws of Hong Kong on the limitation of proceedings, the provisions of these T&Cs shall continue to bind each Party insofar as and for as long as may be necessary to give effect to the irrespective rights and obligations.
13.8 Concurrent Remedies. Any right or remedy to which either Party is or may become entitled under these T&Cs and in law or in consequence of the other’s conduct may been forced from time to time separately or concurrently with any right or remedy given by these T&Cs or now or afterwards provided for and arising by operation of law so that such rights and remedies are not exclusive of the other or others but cumulative.
13.9 Relationship of Parties. Nothing contained herein shall be construed to imply a partnership, joint venture, principal-agent or an employer-employee relationship between the Parties and neither Party shall have any right, power or authority to create any obligation, express or implied on behalf of the other.
13.10 Governing law and jurisdiction. TheseT&Cs and all terms and conditions herein shall be governed by and construed in accordance with the laws of Hong Kong, without giving effect to any choice of law or conflict of law provisions. Any dispute, controversy, difference or claim shall be resolved mutually through negotiation to the extent possible. In the event the Parties fail to resolve any dispute, controversy, difference or claim arising hereunder through mutual negotiation within thirty (30) days after the occurrence of such dispute, such dispute, controversy, difference or claim arising out of or relating to these T&Cs, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it, shall be referred to and finally resolved by arbitration administered by theHong Kong International Arbitration Centre (“HKIAC”) under the HKIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted. The law of this arbitration clause shall be Hong Kong law. The seat of arbitration shall be Hong Kong. The number of arbitrators shall be one (1). The arbitration proceedings shall be conducted in English.
13.11 Nothing in these T&Cs shall prevent either Party from seeking interim relief against the other Party in any court of competent jurisdiction prior to or during the arbitration.
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