Terms and Conditions - International Education Specialists

STANDARD TERMS AND CONDITIONS – ONLINE PAYMENTS

INTERNATIONAL EDUCATION SPECIALISTS

The following terms and conditions (the “Standard Terms”) shall be deemed to be incorporated into your online purchase (the “Purchase”). By making your Purchase with us online you signify your agreement to be bound by these terms.

DEFINITIONS

1.1 In this Contract (except where the context otherwise requires) the following words shall have the following meanings:

“Customer’s Website”	the worldwide Internet website of the Customer;
“Customer”	a person making a payment whether directly or indirectly with the Company;
“COU”	a Confirmation of Understanding of the terms and conditions of this Contract and the detailed description of services on the Memorandum of Agreement
“Company”	International Education Specialists and includes its agent(s), successors in title or assigns as the case may be;
“Contract”	the agreement between the Customer and the Company comprising the Standard Terms and the Purchase;
“Cookie”	a packet or piece of data or other information sent by a web server to a client device, to be stored on that client device and which is sent back to that web server each time the client device makes additional requests from that web server;
“Internet”	the global collection of interconnected computer networks including without limitation the world wide web, and any subset thereof, accessible to users by any means whether now known or hereafter invented;
“Law”	any law, statute, statutory provision, subordinate legislation, rule, regulation, direction, guideline, code (whether having the force of law or not) of any governmental or regulatory authority or agency
“Material(s)”	any material, including without limitation any advertising, e-newsletter, product or profile, or otherwise, intended for publication by the Company on the Website;
“MOA”	a Memorandum of Agreement which specifically states the nature and scope of services supplied by the Company
“Publication Date”	the date on which the Material is published for the first time on the Website;
“Website”	the worldwide Internet website of the Company identified by the URL: www.inter-ed.com;
“Virus”	any computer code, programming instruction or set of instructions that is intentionally and specifically constructed with the ability to damage, interfere with or otherwise adversely affect computer programs, data files or hardware.

1.2 In this Contract (except where the context otherwise requires): a) the clause headings are included for convenience only and shall not affect the interpretation of this Contract; b) any reference to “persons” includes individuals, firms, partnerships, companies, corporations, associations, organisations, foundations and trusts (in each case whether or not having separate legal personality); c) use of any gender includes the other genders; and d) any reference in this Contract to any Law shall be construed as referring to such Law as the same may from time to time be amended, modified, extended, varied, superseded, replaced, substituted or consolidated.

Acceptance of Purchase
1. 2.1 By making a Purchase with the Company the Customer accepts in full the Contract. The Contract is non-cancellable by the Customer.
2. 2.2 A purchase by the Customer refers to the purchase of services from International Education Specialists and specifically described in the Memorandum of Agreement provided to all Company Customers. The Memorandum of Agreement all details and technical specifications of the service purchased.
3. 2.3 The Company reserves the right at any time, in its sole discretion and without liability to the Customer, to reject, cancel or decline the Purchase of service and per the stipulations of the Memorandum of Agreement. Where the Purchase has been declined by the Company then the Customer shall be notified by the Company and the Company shall have no liability to the Customer for such rejection. Where the Purchase has been rejected then in such circumstances the Company shall notify the Customer who may choose alternative services in terms of course, institution, country or career assessment.
4. 2.4 All Purchases are accepted on the understanding that they will be paid for at the rates in force on the due date for payment as displayed on the website. Your credit card will be billed upon payment and charge will appear as INT’L EDUCATION MAKATI PH. Should there be any questions about the charge, we may be contacted directly at ccpc@inter-ed.com or called at (632) 819-1001.
Delivery of Service
1. 3.1 Delivery of the Company’s service shall be in compliance with and subject to the rules and regulations of institutions represented and visa sections of applicable embassies at the sole discretion of the Company.
2. 3.2 The Company does not guarantee that the time, dates or admission periods agreed to under its service will be adhered to where organizations and events, such as but not limited to government regulatory bodies, prevent delivery. If admittance or visa issuance is not accomplished and such non-delivery of service is solely the fault of the Company, the Company will endeavour to offer an alternative admission date, institution or country. If any such alternative option is not accepted, the service obligation shall be cancelled and the Customer shall have no claim against the Company in respect of non-delivery of service or for any expenses or damage incurred as a result thereof beyond the policies laid out on the Memorandum of Agreement.
3. 3.3 Save as otherwise expressly agreed by the Company in writing, no protection against proximity of competitive product on the Website is given by the Company.
Terms of Payment
1. 4.1 The Customer will be invoiced by the Company or the Company’s appointed agent for this purpose on the date that the Customer makes a Purchase online.
2. 4.2 Payment shall be remitted in full as per the options available on the website.
3. 4.3 The Company is eVAT exempt and as such all payments referred to in this Contract are stated exclusive of value added tax and all other similar taxes and duties that may be payable in respect of such payments. The Customer shall pay to the Company at the time that the payment becomes due an amount equal to the stated amount displayed on the website which shall be deemed full payment subject to any taxes that the government may impose (with notice) properly chargeable upon such payment.
4. 4.4 If the Customer fails to pay the full amount due pursuant to this Contract by the due date the Company shall be entitled to charge interest on the overdue amount payable by the Customer immediately on demand from the due date up to the date of actual payment after as well as before judgment at the rate of 12 per cent per annum above the base rate for the time being of the Central Bank of the Philippines.
5. 4.5 In the event of any failure by the Customer to make payment, the Customer will be responsible for all expenses (including legal fees) incurred by the Company or its agents in collecting such amounts.
Change of conditions
1. 5.1 The Company shall endeavour to give a minimum of four (4) weeks’ notice in respect of changes to these Standard Terms, but reserves the right to make such changes at shorter notice.
2. 5.2 Special conditions may be announced from time to time.
Limitation of Liability
1. 6.1 The Company does not accept liability for any delay in delivery, loss or damage to original documentation submitted by the Customer which has to be transmitted overseas. Unless otherwise instructed in writing, such documentation will be returned to the Customer or its agents within a period of three months of completion of service without further reference by the Customer.
2. 6.2 The Company shall not be liable in contract, tort (including negligence) or for breach of statutory duty or in any other way for: a) any loss arising from or in connection with loss of revenues, profits, contracts, or business or failure to realise anticipated savings; b) any loss of goodwill or reputation; or c) any indirect or consequential losses, in each case suffered or incurred by the Customer arising out of or in connection with any matter under this Contract.
Customer’s Representations; Indemnification
1. 7.1 The Customer represents, warrants and undertakes to the Company that: a) it has the power and authority to enter into the Contract and grant all rights granted or purported to be granted and fully perform its obligations hereunder; b) neither the student documentation, the permitted use thereof by the Company will: I) infringe the rights of any third party (including without limitation any intellectual property rights) or any other agreements; II) be defamatory of any third party or offensive in any way; or III) be prejudicial to the image of the Website or to the reputation of the Company; c) all documentation will comply with all applicable Law and any guidelines issued by the Company from time to time and notified to the Customer; d) all documentation submitted electronically shall be free of any Viruses; e) no electronically submitted documentation shall cause an adverse affect on the operation of the Website such that a substantial part of the Website is wholly or partially unavailable to customers.
2. 7.2 Paragraph 7 shall continue in full force and effect notwithstanding any suspension or termination of this Contract.
Publicity and information concerning Materials
1. The Customer shall not without the prior consent of the Company claim any association with the Company or use the Company’s name, mark or logo or otherwise refer to the Company or its services or publish any information in connection with any Material which has been published or is scheduled for publication, without prior consent.
Termination
1. 9.1The Company may bring this Contract to an end and/or require payment of any amounts due under this Contract (without prejudice to its other rights and remedies) with immediate effect by written notice to the Customer if:
  1. 9.1.1 the Customer commits a breach of its obligations under this Contract (including, without limitation to the foregoing, a failure to make payment on the due date) and if the breach is capable of remedy, fails to remedy it during the period of seven (7) days starting on the date of receipt of notice from the Company requiring it to be remedied;
  2. 9.1.2 the Customer becomes insolvent including being unable to meet its obligations as they fall due.
  3. 9.1.3 the Customer suffers or there occurs in relation to the Customer, any event which in the reasonable opinion of the Company is analogous to any of the events referred to in clause 9.1.2 in any part of the world;
2. 9.2 The Customer shall immediately give notice in writing to the Company of any event within paragraphs 9.1.2 and 9.1.3 which occurs which would entitle the Company to bring this Contract to an end.
Miscellaneous
1. 10.1The Company shall have no liability for any delay in or failure to perform any or all of its obligations under this Agreement if the delay or failure is due to circumstances beyond its reasonable control including, without limitation, industrial disputes, nuclear accident, war or terrorist activity, acts of God, civil commotion, compliance with any law or governmental order or regulation, failure of technical facilities, or default of suppliers or sub-contractors.
2. 10.2 Any notice given under this Contract shall be in writing and served by hand, prepaid, recorded or special delivery post or prepaid international recorded airmail or by fax or by email to the relevant addressee in the case of the Company to 2/F Trafalgar Plaza, 105 H.V. De La Costa St., Salcedo Village, Makati City 1227, Philippines , fax to +63 (2)811-8377 or email to intl_edu_specialists @pldtdsl.net and in the case of the Customer at the address given at the time the Purchase was made online or such other address as the relevant party may designate to the other in writing from time to time. Any such notice shall be deemed to have been served at the time of delivery.
3. 10.3 Nothing in this Contract is intended to or shall operate to create a partnership or joint venture of any kind between the parties or to authorise either party to act as agent for the other and no party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way or to hold itself out in its advertising or otherwise in any manner which would indicate or imply any such relationship with the other unless expressly provided otherwise in this Contract.
4. 10.5 This Contract constitutes the agreement and understanding of the parties excepting the Memorandum of Agreement and Confirmation of Understanding and supersedes any previous agreement or arrangement between the parties relating to the subject matter of this Contract. Each of the parties acknowledges and agrees that in entering into this Contract, the parties have not relied on, and shall have no remedy in respect of, any statement, representation, warranty, understanding, promise or assurance (whether negligently or innocently made) of any person (whether party to this Contract or not) other than as expressly set out in this Contract. Nothing in this paragraph 10.5 shall operate to limit or exclude any liability for fraud.
5. 10.6 Each party undertakes that it will not at any time hereafter use or disclose to any person, except to its professional representatives or as may be required by law or any legal or regulatory authority, the terms and conditions of this Contract or any confidential information concerning the business or financial affairs of the other party which may have or may in the future come to its knowledge. Neither party shall use any such confidential information except for the performance of this Contract or make any announcement relating to this Contract or its subject matter without the prior written approval of the other party. This paragraph 10.6 shall continue in full force and effect notwithstanding any suspension or termination of this Contract.
6. 10.7 If any provision of this Contract shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions of this Contract which shall remain in full force and effect.
7. 10.8 In no event will any delay, failure or omission (in whole or in part) in enforcing, exercising or pursuing any right, power, privilege, claim or remedy conferred by or arising under this Contract or by law, be deemed to be or construed as a waiver of that or any other right, power, privilege, claim or remedy in respect of the circumstances in question, or operate so as to bar the enforcement of that, or any other right, power, privilege, claim or remedy, in any other instance at any time or times subsequently.
8. 10.9 The validity, construction and performance of this Contract (and any claim, dispute or matter arising under or in connection with it or its enforceability) shall be governed by and construed in accordance with the laws of the Philippines. Each party irrevocably submits to the exclusive jurisdiction of the Makati City Regional Trial Courts over any claim, dispute or matter arising under or in connection with this Contract or its enforceability or the legal relationships established by this Contract.
9. 10.10 In the event of any inconsistency between the Purchase and these Standard Terms, these Standard Terms shall prevail.
10. 10.11 The Customer may not resell, assign at law or in equity (including by way of a charge or declaration of trust), sub-license or deal in any other manner with this Contract or any rights under this Contract or sub-contract any or all of its obligations under it or purport to do any of the same.