Terms and conditions
Terms and conditions

1. Contract Commencement and Terms

  1. By sending an order to or receiving a confirmation of the terms included in an Order Confirmation from IDP Connect, the Customer agrees to be bound by the Contract. Unless otherwise agreed in writing and signed by a Director of IDP Connect, IDP Connect will not enter into Contracts with Customers except on these terms and conditions. Any other terms and conditions proffered by the Customer or referred to in any document provided by or on behalf of the Customer, for example in any purchase order, are expressly rejected.
  2. The Contract is formed when IDP Connect receives confirmation of the terms from the Customer or the Customer's Advertising Agency, whether by return email, electronic signature, or other mutually agreed method of acceptance, or when the Customer affirmatively acknowledges a price quote and description of services provided by IDP Connect (including in any Statement of Work or other mutually agreed addendum or other document) and IDP Connect subsequently confirms such order, with such exchange constituting offer and acceptance and forming a binding agreement.
  3. Where the Customer places an order and requests IDP Connect to invoice an Advertising Agency, a Contract is nonetheless formed between the Customer and IDP Connect. The Customer acknowledges that it is contractually liable to make payment to IDP Connect in accordance with these terms and conditions in the event the Advertising Agency fails to make payment when it falls due.
  4. Any representative of the Customer who corresponds with IDP Connect via email is deemed authorised to bind the Customer unless they explicitly disclaim authority and identify the authorised party prior to receipt of the pricing and service proposal.
  5. Without limiting the terms of the Contract, each Party undertakes and agrees to comply with:
    1. all applicable laws, rules and codes relating to the Services; and
    2. the terms of any IDP Connect Policies applicable to the Services, including in the case of IDP Connect any applicable SLA.
  6. Terms or expressions starting with a capital letter and which are defined in the Dictionary (clause 12) have the meaning given in the Dictionary. Headings used are for convenience only and shall not affect the meaning of the Contract.

2. Digital Marketing Services

2.1. Supply and Approval of Content

  1. IDP Connect shall have the final approval of all advertising copy profiles for the Websites and all Content.
  2. The Customer may suggest factual Content for IDP Connect to use before the Go Live Date.
  3. The Customer may change photographs and videos featured in the Content at any time.
  4. IDP Connect reserves the right to reject or cancel any advertisement, space reservation or position commitment at any time, or remove any advertisement from any website page controlled by IDP Connect or reject any URL link embodied within the Content.
  5. For translated profile bookings on our international websites, a maximum of two sets of amendments may be made to each profile per year by the Customer.

2.2. Delays or issues with the supply of Content

  1. If IDP Connect is unable to fulfil the Service on the Go Live Date specified in the Order Confirmation due to the Customer's failure to provide required or requested information, and such information is not otherwise available on the Customer's website, the Fees shall remain payable in full.
  2. If the Customer fails to supply or approve their advertising copy of the Content in time for the Go Live Date, the chargeable period will nonetheless start from the Go Live Date. The relevant "chargeable period" shall be the time specified in the relevant Order Confirmation as the period for which the campaign will run from the Go Live Date. The Fees will apply pro rata from the Go Live Date (For example, if the Customer books the advertising to run for 4 months and the Customer only supplies advertising copy Content one month after the Go Live Date, IDP Connect will charge 25% of the overall Fees for the first month from the Go Live Date and then run the advertising for the next 3 months, in return for the remaining 75% of the Fees).
  3. The Customer must respond to any request from IDP Connect for the provision of, or approval of, specific items within the time specified by IDP Connect in the relevant request. Without limiting any other right or remedy of IDP Connect under the Contract, where approval requests are not responded to in a timely manner, IDP Connect may at its discretion choose to source content or images from the Customer's website or other information published by it, or it may proceed to publish the items sent to the Customer.
  4. It is the responsibility of the Customer to ensure that its full courses database is correct, up to date and permanently listed on the Website for the full period of the Contract.
  5. The Customer shall at all times ensure that any Content provided to IDP Connect complies with applicable laws, including Advertising Codes.

2.3. EMT

  1. The Customer shall use all necessary professional skill and care in running the EMT and selecting and setting the correct data sets to achieve an accurate set of results from the running of the EMT. IDP Connect shall have the right to investigate whether the EMT was run correctly and using the correct data sets, including by an audit of the appropriate books and records of the Customer to the extent necessary to allow it to verify the accuracy of the EMT results. The Customer is obligated to re-run the EMT using the corrected data sets at IDP Connect's request.
  2. If the Customer fails to run the EMT at the end of the Contract or any other times designated by IDP Connect, or fails to run it with corrected data sets as requested in accordance with clause 2.3(a) IDP Connect is discharged from its obligations to provide further applications and/or enrolments via the Website and the Customer will be liable to pay the Fees in full.
  3. The Customer is licensed to use the EMT solely for the purposes of the Contract. Any other use of the EMT is expressly prohibited. This licence is non-exclusive and non-transferable. The Customer may load the EMT and use it on one computer which is solely used by the Customer.
  4. The EMT is licensed "AS IS" without any warranty. IDP Connect disclaims all warranties and conditions as to quality or fitness for purpose, whether express or implied by statute or otherwise.

2.4. Advertising platform

  1. IDP Connect provides a platform for the Customer to advertise its services and courses on the Website but does not guarantee, and accepts no responsibility for, the sale of or enrolment to any of the advertised courses.
  2. IDP Connect provides enquiry and marketing consent forms to the Website Visitors to interact with the Customer directly.
  3. IDP Connect will securely transfer all Visitor requests to the Customer using the method chosen by the Customer and specified in the Order Confirmation.
  4. The Customer agrees that any contract, arrangement or agreement is between the Customer and Visitors to the Website following any enquiry made through the Website.

2.5. Conversion Pixels

  1. Where the Service(s) include offsite retargeting or audience extension products it is the Customer's responsibility where relevant to implement and activate Conversion Pixels onto their own or their client sites.
  2. It is the Customer's responsibility to implement and activate the correct Cookie disclaimer and consent options on their own or their client websites.
  3. The Conversion Pixels must be sufficient to allow the appropriate and accurate measurement of all user actions that are agreed by the Parties to be achieved by a campaign, as specified in the order.
  4. If the Customer has not fully implemented the relevant Conversion Pixels by the Go Live Date (as specified in the Order Confirmation or as otherwise agreed between the Parties), then IDP Connect reserves the right to run the campaign without the Conversion Pixels being active or implemented by the Customer and full payment of Fees is still due.

2.6. Cost per Enquiry

  1. IDP Connect gives no guarantees as to the mix of web clicks, emails or other interactions that are delivered for the CPEM Budget or the Websites in relation to which such interactions may occur.
  2. IDP Connect reserves the right to run the advertising across any Websites (and according to the relevant targeting criteria) until the value of the CPEM Budget has been exhausted, and beyond any date by which it was assumed delivery would have been completed at the point of booking.
  3. IDP Connect reserves the right to reduce the remaining CPEM Budget for delivery of enquiries pro rata for any period that the Customer fails to maintain a complete listing of their available courses for any period in which advertising is live.

2.7. Marketing and Content Removal

  1. In the event that the Customer cancels, does not pay as agreed or for any reason is unable to accept enquiries from a CPEM booking, such as but not limited to, the Customer not running the courses, IDP Connect may in its discretion remove the Content from the Website.
  2. In the event of removal of Content by IDP Connect under the previous clause where the CPEM Budget has not been exhausted by the time of the removal, the full outstanding Fees are still due and payable, notwithstanding the removal.

3. IDP P2P Service

  1. Each User shall access the P2P Service through a unique login, subject to compliance with the applicable IDP Connect Policies.
  2. The Customer shall use reasonable efforts to ensure its Admin Users and Ambassadors comply with the applicable IDP Connect Policies. IDP Connect may monitor use of the P2P Service.
  3. IDP Connect is responsible for safeguarding processes as described in the Safeguarding Policy. The Customer is responsible for monitoring and evaluating potential safeguarding incidents that get reported through those processes.
  4. IDP Connect is not responsible in any way for the management, reward or remuneration of Ambassadors.
  5. The Customer may create its own competitions to incentivize Ambassadors provided that, at all times, the Customer ensures that any competitions or prize draws related to the Content requests comply with all applicable laws, including those governing gambling, lotteries, trade promotions . The Customer acknowledges that it is solely responsible for such competitions including allocating any applicable prizes to Ambassadors.
  6. The Customer shall not make available any false or fake profiles or Content to represent itself. Every profile and all Content must honestly depict a legitimate student, staff or alumni representative.
  7. Both Parties may activate and deactivate Ambassadors from the P2P Service. The Customer shall ensure that whenever it suspends an Ambassador, any such suspension is reasonable, lawful and non-discriminatory.
  8. When editing Content or FAQ answers, the Customer may make reasonable edits and alterations to the Content (and in the case of images and footage, retouching). Notwithstanding the foregoing, the Customer will use its best endeavours to ensure that the Content is used accurately and honestly and that it is not used out of context.
  9. Direct message conversations will be stored and available on the P2P Service for a minimum period of one year, after which IDP Connect may remove such conversations from being visible on the P2P Service. Direct message conversations may be anonymised and aggregated by IDP Connect. Once anonymised and aggregated, IDP Connect shall have the right to use such anonymised and aggregated data for analytics which may be used for marketing purposes and for the purpose of delivering IDP Connect's services and platform.
  10. The Customer acknowledges that the P2P Service is supplied by IDP Connect on behalf of The Ambassador Platform Ltd.

4. FastLane and Propose

4.1. Access and Use of FastLane

  1. IDP Connect will make FastLane available to the Customer, and the Customer will access and use FastLane on these Terms.
  2. IDP Connect must:
    1. provide access for the Customer to the Customer Portal;
    2. provide Prospective Students with access to FastLane via IDP Connect Student Channels;
    3. use reasonable endeavours to minimise any down-time of the Customer Portal and FastLane and provide prompt responses to any requests for support services by the Customer;
    4. follow its usual archiving procedures from time to time for Customer Data, including a full daily back up and continuous delta backup to the previous five minutes;
    5. if the Customer cannot make real-time updates of Customer Data via the Customer Portal, use reasonable endeavours to update the Customer Data and Offer Criteria as soon as reasonably practicable following receipt of a request from the Customer together with all relevant information and details of the Customer Data and Offer Criteria to be updated;
    6. issue Offers in Principle to Prospective Students based on the Offer Criteria at the time of the relevant Prospective Student's submission;
    7. review and cancel without unreasonable delay any Offer in Principle or Proposal that the Customer has flagged via email to the support team as having been made in error;
    8. make data pertaining to Verified Offers in Principle available for download in a .csv format by the Customer;
    9. in relation to Customers who access FastLane Propose:
      1. provide the Customer with access to FastLane Propose to amend Customer Data, messaging and other content, and to start, pause and end campaigns;
      2. provide the Customer with the ability to view information, in anonymised format, of Prospective Students and to make Proposals to suitable Prospective Students through FastLane Propose;
      3. provide the Customer with an online record of all Proposals made by the Customer through FastLane Propose, including up-to-date information on the status of the Proposal. For clarity, Customers will only be able to view personal information of Prospective Students who have accepted a Proposal and consented to such disclosure;
      4. provide the Customer with reasonable information about performance of FastLane Propose, Proposals and campaigns.
  3. The Customer will:
    1. create a password and account for the Customer Portal and maintain the confidentiality of the password and account details. The Customer is responsible for all activities that occur under the Customer's account, including, without limitation, all actions by sub-users registered by the Customer under that account;
    2. promptly provide current and complete Customer Data and Offer Criteria via the Customer Portal and update the Customer Data and Offer Criteria when necessary;
    3. use all reasonable endeavours to prevent any unauthorised access to, or use of, FastLane and, in the event of any such unauthorised access or use, promptly notify IDP Connect;
    4. submit support requests and notify any faults in the manner directed by IDP Connect from time to time;
    5. where the Customer has access to FastLane Propose, only issue Proposals to Prospective Students where:
      1. the Prospective Student meets the Customer's Offer Criteria for the particular course or programme;
      2. the Customer intends to honour any Proposal Benefits offered to the Prospective Student in the Proposal.
  4. The Customer acknowledges that FastLane is made available under these Terms as an extension to services provided to the Customer by IDP Education Limited under the SRS Agreement with the Customer and the terms of the SRS Agreement, including without limitation in relation to payment, will continue to apply and in the event of any inconsistency will take precedence over these Terms. Where an obligation in this clause 4 is to be performed by IDP Education Limited, IDP will procure that IDP Education performs that obligation.

4.2. Verification of Offers in Principle

  1. The Customer acknowledges that following the issue of an Offer in Principle, IDP Education Limited will use reasonable endeavours to contact the Prospective Student who received the Offer in Principle to:
    1. check that the Prospective Student is making an informed choice regarding the course or programme to which the Offer in Principle relates; and
    2. verify that the Prospective Student's identification and qualification details appear to match those used to generate the Offer in Principle.
  2. The Offer in Principle will expire within 30 days of the date of issue if the Prospective Student does not respond or complete the verification process. If the verification checks are not passed (for example, where the Prospective Student's actual results do not match the information they submitted), the Offer in Principle will be cancelled.
  3. Following completion of the verification process IDP Education Limited will inform the Prospective Student that their Offer in Principle has either become a Verified Offer in Principle, or was not able to be verified and has expired or been cancelled. The Customer Portal will then show that the Offer in Principle has become a Verified Offer in Principle or has expired or been cancelled.

4.3. Applications by Prospective Students

  1. After verifying the Offer in Principle IDP Education Limited will contact the Prospective Student to provide further student recruitment services and if appropriate to assist the Prospective Student to submit an application to the Customer.
  2. The Customer acknowledges that IDP Education Limited must act in the best interests of the Prospective Student, and neither IDP Connect nor IDP Education Limited can offer any guarantees that the Prospective Student will submit an application for the course or programme to which the Verified Offer in Principle relates or to any course or programme offered by the Customer.
  3. IDP Education Limited will use best endeavours to include the Offer in Principle ID when submitting or assisting Prospective Students to submit applications to the Customer to enable the Customer to identify the applications as having been generated following receipt by the Prospective Student of a Verified Offer in Principle.
  4. The Customer will:
    1. use best endeavours to issue an offer in an expedited timeframe for applications submitted by Prospective Students who hold a Verified Offer in Principle, and will meet any response timeframes agreed with IDP Connect or IDP Education Limited. Despite the foregoing, the Customer shall not be required to issue an offer where the Prospective Student:
      1. has previously been excluded;
      2. does not meet competency requirements;
      3. has not passed the Customer's mandatory pre-offer compliance checks (if any);
      4. has submitted inaccurate information;
      5. has cancelled or withdrawn their application; or
      6. the Customer determines, acting reasonably, that an offer should not be made to the Prospective Student;
    2. if the Customer has agreed to provide an application fee waiver, not charge any application fee in respect of Prospective Students who have received a Verified Offer in Principle.
  5. In order to ensure continuity of service, the Customer will use best endeavours to refer back to IDP Education Limited any Prospective Students who have received a Verified Offer in Principle and who seek to apply direct to the Customer.

4.4. Suspension of FastLane

  1. IDP Connect may suspend the Customer's use of FastLane and remove or disable details and information regarding the Customer from FastLane if IDP Connect suspects that the Customer Data or Offer Criteria are incorrect, out of date or misleading, or that the Customer has breached any of its obligations in these Terms (including by failing to deliver any Proposal Benefit offered to a Prospective Student through FastLane Propose) or the Customer's SRS Agreement. IDP Connect will seek to contact the Customer promptly in order to resolve any such issue and will endeavour to minimise any such period of suspension and to give reasonable prior notice of the suspension where circumstances permit.

5. Confidentiality

  1. Each Party shall keep secret and confidential all information disclosed to it (whether in writing, verbally or otherwise) under or in connection with this Contract which is of a confidential or proprietary nature.
  2. The receiving Party shall not use, disclose, exploit, copy or modify such confidential information except for the purposes of the proper performance of this Contract or with the prior written consent of the other Party. Any such disclosure shall be made subject to obligations equivalent to those set out in this Contract.
  3. Without limiting the foregoing, all information relating to Visitors and passed between IDP Connect and the Customer should be treated as confidential.
  4. The Parties agree to maintain all such confidential information in confidence and using at least the same degree of care as it employs with respect to its own confidential information, being at least a reasonable degree of care.
  5. The obligations of confidence referred to in this clause 5 shall not apply to any confidential information that:
    1. is in the possession of and is at the free disposal of the receiving Party or is published or is otherwise in the public domain prior to its receipt by the receiving Party;
    2. is or becomes publicly available on a non-confidential basis through no fault of the receiving Party;
    3. is required to be disclosed by any applicable law or regulation; or
    4. is received from a third party who was entitled to disclose the same.
  6. The obligations of the Parties under all provisions of this clause 5 shall survive the expiry or the termination of this Contract irrespective of the reason for such expiry or termination.

6. Intellectual Property and Information Technology

  1. The Customer warrants it owns or is validly licensed to use all Intellectual Property Rights in the Content.
  2. The Customer acknowledges and agrees that IDP Connect and/or its licensors own all Intellectual Property Rights subsisting in the Service and the SaaS Infrastructure, including any supporting software and documentation. For the purposes of this clause, "Services" and "SaaS Infrastructure" along with supporting software and documentation are taken to include the manner in which all such material is compiled and presented. Except as expressly stated herein, this Contract does not grant the Customer, or any User, any rights to, under or in, any Intellectual Property Rights in respect of the Services and SaaS Infrastructure.
  3. The Customer grants IDP Connect a free, perpetual, worldwide, and non-exclusive license over the Customer's Intellectual Property Rights in the Content (excluding user personal data and intellectual property owned by any third party) for the purpose of supplying the Services under this Contract. This license shall likewise cover Content created and uploaded prior to the effectivity of these Terms. For clarity, IDP Connect shall have no obligation to remove or delete any previously published content from campaigns, social media, or other channels.
  4. IDP Connect may use anonymised and aggregated Content for analytical purposes for the benefit of IDP Connect's business and platform.
  5. The Customer shall not either during the term or after the expiry of the Contract permit or cause to occur any infringement of any Intellectual Property Rights covered by this section. Use of the Service by the Customer and its employees, contractors or agents shall be only within the terms of this Contract. Where the Customer either suspects or is aware of any breach of Intellectual Property Rights covered by this section it shall be under a duty to inform IDP Connect of such breach immediately.
  6. Certain Customer data may belong to other third parties. In such cases, the Customer warrants that it and/or its licensors own all the Intellectual Property Rights to the data it inputs into the Service. Subject to the provisions of the Data Protection and Privacy clauses, when Users engage with a Customer through direct messaging as part of Service, the Customer shall get access to and be able to use that User's data.
  7. The Customer shall not 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 Contract:
    1. attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Service or SaaS Infrastructure in any form or media or by any means;
    2. attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the SaaS Infrastructure;
    3. access all or any part of the Service in order to build a product or service which competes with the Services;
    4. use the Services to provide services to third parties;
    5. remove any titles, trademarks, trade names, copyright, restricted rights and other proprietary notices of IDP Connect from documentation provided by IDP Connect;
    6. license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party except the Users;
    7. attempt to obtain, or assist third parties in obtaining, access to the Services, other than as provided under this Contract; or
    8. access or attempt to access other parts of the SaaS Infrastructure in the absence of express written permission from IDP Connect.

7. Fees, Payments and Taxes

  1. All Fees and other charges are quoted exclusive of VAT (and any other applicable sales tax in any jurisdiction) which, if applicable, shall be charged in addition thereto. If the Customer is required by any applicable law to withhold any part of any amount payable to IDP Connect, the Customer shall at the time of payment make an additional payment to IDP Connect equal to the amount of such withholding.
  2. IDP Connect shall use reasonable efforts to reclaim tax withheld (provided that the extent of such efforts shall be assessed by reference to the amount withheld balanced against the time, effort and costs that will be required to seek to reclaim such sums). If IDP Connect does successfully recoup any such withheld monies, it will (after it has received such monies) pay to the Customer a reasonable proportion thereof (taking into account, amongst other matters, the costs and business time spent in achieving such recoupment), provided always that such payment shall only be due if and to the extent that the Customer did gross up the payments made by it pursuant to clause 7(a).
  3. Invoices are issued by IDP Connect on receipt/acceptance of the Order Confirmation. Payment terms are 30 days from date of invoice, unless otherwise specified by IDP Connect.
  4. All invoices must be paid promptly in accordance with their terms.
  5. The Fees are non-refundable.
  6. Fees shall be paid in full, free of deduction, set off or counterclaim and in cleared funds to a bank account specified on the invoice issued by IDP Connect.
  7. If the Customer fails to pay any amount payable under the Contract when due, IDP Connect shall be entitled, without prejudice to any other remedy, to suspend the provision of the Services and charge interest on the overdue sum amount at the statutory rate for the time being in force under the Late Payment of Commercial Debts (Interest) Act 1998 (UK). Such interest shall:
    1. be payable by the Customer immediately on demand, from the due date up to the date of actual payment, after as well as before judgment; and
    2. shall accrue on a daily basis and be compounded quarterly.
  8. Where interest on any sum due accrues in accordance with this clause, any payment later received will be applied first in payment of the interest due, and secondly in reduction of the indebtedness.

8. Data Protection and Data Sharing Agreement

  1. Each Party shall comply at all times with Data Protection Law and the Data Sharing Agreement and shall not perform its obligations under this Contract in such a way as to cause the other to breach any of its applicable obligations under Data Protection Law or the Data Sharing Agreement.
  2. Each Party warrants to maintain appropriate technical and organisational measures to protect personal data against unauthorised access, unlawful processing, loss, destruction, or damage.

9. Termination and Suspension

  1. The Contract shall commence on the date of the Order Confirmation and shall continue for any period or duration set out in the Order Confirmation, unless terminated by either Party in accordance with these Terms or, in the case of FastLane, the SRS Agreement.
  2. If the Order Confirmation provides for automatic renewal of the Contract, upon expiry of any initial term the Contract shall automatically renew for a further period or periods of the same duration as the initial term and on the same terms and conditions unless either Party gives notice of its intent not to renew this Contract not less than thirty (30) days prior to the expiry of the then current term.
  3. Subject to any minimum term or duration set out in the Order Confirmation, either Party may terminate this Contract at any time by giving the other party not less than thirty (30) days' written notice. For the sake of clarity, if no term or period is specified in the Order Confirmation this Contract shall apply until terminated by either Party upon not less than 30 days' written notice.
  4. Cancellation of a Service by the Customer will be subject to a 100% cancellation fee.
  5. Cancellations must be made in writing and are effective once acknowledged by IDP Connect in writing.
  6. IDP Connect may terminate this Contract immediately on giving written notice to the Customer if the Customer fails to pay any Fees within 30 days of the date they have become due.
  7. Either Party may terminate this Contract immediately on giving notice in writing to the other Party if the other Party:
    1. commits a material breach of any term of this Contract which is irremediable or (if such breach is remediable) fails to remedy that breach within 30 days from receipt of written notice to do so; or
    2. becomes the subject of a voluntary arrangement or has a receiver, manager, administrator or administrative receiver appointed over all or a substantial part of its undertakings, assets, or income; has passed a resolution for its winding up; or is the subject of a petition presented to a court for its winding up or for an administration order.
  8. Upon termination of this Contract:
    1. the Customer shall immediately pay any outstanding unpaid invoices and interest and, in respect of Services supplied but not invoiced, IDP Connect may submit an invoice, which shall be payable immediately on receipt;
    2. the Customer shall immediately discontinue use of the Services; and
    3. both Parties shall, unless otherwise required by law, return or destroy all copies of documents and materials obtained, made or authorised to be made by the other Party that contain, reflect, incorporate or are based on the Services or any Confidential Information.
  9. The Customer must notify IDP Connect if it becomes aware of any breaches of this Contract due to its actions or omissions. IDP Connect is entitled to suspend the Customer's and Users' use of the relevant Service(s) until the Customer remedies such breaches.
  10. Any termination of this Contract is without prejudice to and shall not affect any accrued rights or liabilities of the Parties and nor shall it affect any provision which is expressly or by implication intended to come into or continue in force on or after such termination.

10. Limited Liability

  1. The Customer shall on demand indemnify and keep indemnified IDP Connect against all costs, claims, damages, losses and expenses incurred by IDP Connect arising as a result of any claims actual or threatened of any kind including without limitation infringements of third party Intellectual Property Rights, libel, defamation, breach of confidentiality, breach of any statutory or regulatory duty, false or misleading advertising or breach of any applicable Advertising Codes arising from the Content and/or any material of the Customer or other parties that Users of the Website can link to through the Content.
  2. IDP Connect shall not be liable to the Customer for any failure or delay in the performance of its obligations, or for any unavailability of the Website or Mobile Application at any time or for any period, to the extent such failure, delay, or unavailability is caused by circumstances beyond IDP Connect's reasonable control. These circumstances include, but are not limited to, interference by unauthorized persons, power surges, outages or interruptions, internet outages or interruptions, acts of God, acts or omissions of the Customer, or other similar occurrences.
  3. The maximum aggregate liability of IDP Connect under or in connection with the Contract, whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to a sum equal to the Fees payable by the Customer to IDP in relation to the relevant Service in the year in which the circumstances giving rise to the claim occurred.
  4. The maximum cap referred to in clause 10(c) above does not apply to liability for:
    1. death or personal injury resulting from the negligence of IDP Connect;
    2. fraud or fraudulent misrepresentation; or
    3. any other liability that cannot be excluded or limited by English law.
  5. Neither Party shall have any remedy in respect of any untrue statement made by the other upon which that Party relied in entering into the Contract (unless such untrue statement was made fraudulently) and that Party's only remedies shall be for breach of contract as provided in the Contract.
  6. Nothing in this section shall limit Customer's payment obligations under this Contract.
  7. IDP Connect expressly disclaims all warranties and makes no representations that the Services (including Websites and Mobile Applications) or any part thereof will be error free or will operate without interruption or will be compatible with any other systems, facilities, software, equipment or hardware.
  8. The Customer acknowledges and agrees that in the event of any loss or damage to Content (including Customer Data), the Customer's sole and exclusive remedy against IDP Connect shall be for IDP Connect to use reasonable endeavours to restore the lost or damaged Content from the latest back-up of such Content maintained by IDP Connect in accordance with its archiving procedure. IDP Connect shall not be responsible for any loss, destruction, alteration or disclosure of Content caused by any third party (except those third parties sub-contracted by IDP Connect to perform services related to Content maintenance and back-up).
  9. The Customer shall be responsible for (and IDP Connect will not be liable for) the following:
    1. the Customer's misuse of the Services, SaaS Infrastructure or the Customer's misuse of any other element of the Service;
    2. the acts or omissions of any Admin User and/or Ambassadors;
    3. use of the Services contrary to IDP Connect's instructions or not in accordance with this Contract;
    4. any modification or alteration of the Services by any person other than IDP Connect or its duly authorised contractors or agents;
    5. any errors or omissions in information and/or instructions provided to IDP Connect by or on behalf of the Customer in connection with the Services, or any actions taken by IDP Connect at the Customer's direction;
    6. the Customer's breach of IDP Connect's Acceptable Use Policy; or
    7. the Customer's negligence or other act of default.

11. General Terms

  1. The terms of this Contract constitute the entire agreement between the Parties regarding its subject matter and supersede and replace any and all prior agreements, understandings or arrangements between the Parties, whether oral or in writing, with respect to the same.
  2. No representation, undertaking or promise shall be taken to have been given or be implied from anything said or written in negotiations between the Parties prior to these terms except as expressly stated in these terms and conditions.
  3. Neither Party shall be liable to the extent that it is delayed in or prevented from performing its obligations under these terms to the extent that it is delayed in or prevented from doing so due to any event that is beyond the reasonable control of the Parties including but not limited to: power failure, internet service provider failure, industrial action, civil unrest, theft, fire, flood, storms, earthquakes, acts of terrorism, acts of war, epidemic or pandemic, governmental action or any other event that is beyond the control of the Party in question (a "Force Majeure Event").
  4. A waiver of any right under these terms and conditions is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default.
  5. Under these terms, a thing required to be done "in writing" shall be adequately done if done by email.
  6. Nothing in this Contract shall create, or be deemed to create, a partnership, the relationship of principal and agent, or of employer and employee between IDP Connect and the Customer.
  7. All notices under these terms shall be in writing and sent by email to the other Party at the email address specified in this Contract (or such other email address as may be notified by that Party for such purposes). A notice sent by email shall be deemed received 12 hours after the time of sending (as recorded on the device from which the sender sent the message), unless the sender receives an automated message indicating that the email has not been delivered.

    8. Notices made to IDP Connect shall be addressed to:

    Attention: contracts@idp.com

  8. Except as expressly provided under this clause, neither Party shall assign, transfer, or in any other manner make over to any third party the benefit and/or burden of these terms without the prior written consent of the other Party, such consent not to be unreasonably withheld. For clarity, IDP Connect may subcontract the performance of its obligations under these Terms, provided that it remains responsible for the acts and omissions of its subcontractors.
  9. If one or more of the provisions of these terms is found to be unlawful, invalid or otherwise unenforceable, that/those provisions shall be deemed severed from the remainder of this Contract. The remainder of this Contract shall be valid and enforceable.
  10. The relationship between the Parties under this Contract is and shall remain non-exclusive. Both Parties are free to enter into similar relationships with other parties.
  11. IDP Connect may refer to the Customer as a customer of IDP Connect on its website (including the use of the Customer's logo) and will notify the Customer in writing in advance of such proposed use.
  12. These terms are governed by the law of England and Wales and any dispute is subject to the exclusive jurisdiction of the Courts and Tribunals of England and Wales.
  13. A person who is not a party to these terms has no rights, under the Contracts (Rights of Third Parties) Act 1999 or any similar legislation in any other jurisdiction or otherwise, to enforce, or to enjoy the benefit of, any provision of this Contract.
  14. Unless otherwise expressly provided elsewhere in this Contract, this Contract may be varied only by a document signed by both of the Parties.
  15. Any variation shall (unless otherwise agreed in writing) be deemed to apply to all future orders of Services after the date of such amendment.
  16. While this Contract is governed by the laws of England and Wales and subject to the exclusive jurisdiction of the Courts and Tribunals of England and Wales (except as otherwise expressly provided), IDP Connect may issue proceedings against the Customer in any jurisdiction in which the Customer has any assets or where there is otherwise any likelihood of recovery of debt from the Customer. In this situation the Customer is liable for the costs of such proceedings including legal fees, accommodation, subsistence and travel expenses of IDP Connect, its employees, agents and legal and other representatives.

12. Dictionary

In these terms and conditions, the following definitions apply:

"Admin User" means a representative of the Customer who is authorised to access the Service to perform the Customer's obligations or to otherwise utilise the Service on behalf of the Customer.

"Advertising Agency" means any third party advertising or marketing agency or other business engaged by or on behalf of the Customer to advertise or promote the Customer or its courses and programs.

"Advertising Codes" means any codes of practice, guidelines, standards, regulations, directives, policies, procedures, requirements or similar instruments (whether mandatory or voluntary) that govern, regulate or provide guidance on advertising, marketing, promotional activities or related communications and are issued, administered, enforced or endorsed by any regulatory authority, industry body, professional association or similar organisation in any jurisdiction in which the Customer operates.

"Ambassador" means a person who has been invited or authorised by the Customer to represent the Customer on the P2P Service, and includes any student, employee or other representative of the Customer who has downloaded the P2P Mobile Application and is authorised by the Customer to use the P2P Service.

"Business Day" means any day other than Saturday or Sunday that is not a bank or public holiday in England.

"Content" means information and materials provided by or on behalf of the Customer for inclusion in the Service, including without limitation any text, information, data, images, audio, video, written materials, FAQs, streams, course and programme information, Offer Criteria and other marketing materials, in any form and includes information collected by IDP Connect from the Customer's website or prospectus.

"Contract" refers to the terms contained in the Order Confirmation and the applicable terms and conditions of these terms and conditions.

"Conversion Pixel" is an HTML code snippet which is used in IDP Connect offsite retargeting or audience extension campaigns to measure User actions, including (but not limited to) prospectus downloads, course enquiries and applications. The relevant user actions to be measured for a particular campaign will be as agreed by the Parties and set out in the Order Confirmation.

"Cookie" means a small text file placed on a User's computer or device by IDP Connect when the User visits certain parts of the Service and/or when the User uses certain features of the Service.

"CPEM or Cost per Enquiry Model" is the price charged to the Customer for each web click by a User, for each email received by IDP Connect from a User, or other interaction agreed by the Parties on the Order Confirmation.

"CPEM Budget" is the total fees for CPEM as set out in the Order Confirmation, which is reduced according to the contracted price for each click and/or email delivered, and/or each other agreed interaction until the CPEM Budget is exhausted.

"Customer" means the party identified as the customer (however described) in the Order Confirmation.

"Customer Data" means information and materials provided by or on behalf of the Customer for inclusion in FastLane, including Customer course and programme information and marketing materials (including logos).

"Customer Portal" means IDP Connect's online system made available to the Customer under these Terms for the entry and amendment of Customer Data and Offer Criteria and to access data regarding Prospective Students who have sought an Offer in Principle, or who have otherwise indicated a willingness to receive a Proposal from the Customer, including real time details of Offers in Principle issued to Prospective Students.

"Data Protection Law" has the meaning given to that expression in the Data Sharing Agreement.

"Data Sharing Agreement" means the agreement of that name published IDP Connect on the Websites from time-to-time.

"Enrolment Matching Tool or EMT" is the enrolment matching tool the Customer runs at the end of the Contract to determine the total number of applications or enrolments the Customer received via the Website.

"FastLane" means IDP Connect's platform for providing Customers with access to FastLane OIP and FastLane Propose (if applicable).

"FastLane OIP" means IDP Connect's online service for determining whether Prospective Students meet an education institution's criteria for receiving an offer of admission.

"FastLane Propose" means IDP Connect's online service which allows institutions the opportunity to pro-actively make Proposals to Prospective Students who meet their criteria.

"Fees" are the fees payable in respect of the Services specified on the Order Confirmation.

"Go Live Date" also referred to as the "Start Date" or "Subscription Start Date" is the date, term or period within which IDP Connect shall provide the Services, as specified in the Order Confirmation.

"IDP Connect" means IDP Connect Limited, a company incorporated in England and Wales with registered number 02471319 and with its registered office at First Floor Bedford House, 69-79 Fulham High Street, London, SW6 3JW.

"IDP Connect Policies" means any policies, user agreements, service level agreements, notices or statements published on the Websites from time to time, including without limitation the Acceptable Use Policy, User Terms, and Safeguarding Policy.

"IDP Connect Student Channels" means the platforms and services through which IDP Connect engages with Prospective Students from time to time, including on the date of publication of these Terms: IDP Connect.com, Hotcourses International websites, the IDP Connect app, IDP Connect events (including online) and IDP Connect counselling offices.

"IDP Education Limited" means IDP Education Limited (ACN 117 676 463).

"Intellectual Property Rights" are all intellectual property rights wherever in the world arising, whether registered or unregistered (and including any application), including copyright, know-how, confidential information, trade secrets, business names and domain names, trade marks, service marks, patents, petty patents, utility models, design rights, semi-conductor topography rights, database rights and all rights in the nature of unfair competition rights or rights to sue for passing off.

"IQ Services" are the data, research or consultancy Services provided by IDP Connect to the Customer as described in the Order Confirmation.

"Mobile Application" means IDP Connect's mobile application for accessing the Services, and includes the "P2P Mobile Application" for accessing the P2P Service.

"Order Confirmation" refers to a written or electronic communication sent by IDP Connect to the Customer confirming and outlining the Services to be provided to the Customer and for the sake of clarity includes the final version of any quote, statement of work or other document provided by or on behalf of IDP Connect and referred to in that communication.

"Offer Criteria" means the Customer's minimum offer-making rules for making an Offer in Principle to a Prospective Student for a particular course or programme.

"Offer in Principle" means an indicative offer received by a Prospective Student through FastLane OIP.

"Offer in Principle ID" means the identification number given by IDP Connect to Prospective Students who obtain an Offer in Principle through FastLane OIP.

"Party" means each of the Customer and IDP Connect and together the Customer and IDP Connect are the "Parties".

"P2P Service" means the peer-to-peer software tool for connecting Visitors with Ambassadors commonly known as "The Ambassador Platform", which is made available to the Customer on these Terms by IDP Connect on behalf of The Ambassador Platform Ltd.

"Proposal" means an invitation made by the Customer to a Prospective Student through FastLane Propose to apply to the study a course or programme at the Customer.

"Proposal Benefit" means a benefit offered by the Customer to a Prospective Student through FastLane Propose in return for the Prospective Student applying to study with the Customer.

"Prospective Student" means an individual who uses FastLane to access information about education institutions and to seek an indicative assessment that they meet the required criteria set by the education institution to receive an offer for a particular course and intake.

"SaaS Infrastructure" means the software and data of the Service delivered to the Customer as a service via a cloud hosting provider.

"Service(s)" means the services set out and described in the Order Confirmation to be supplied by IDP Connect to the Customer.

"SLA" means the service level agreement.

"SRS Agreement" means any agreement between IDP Education Limited and the Customer for the provision of student recruitment services (however described).

"The Ambassador Platform" means the service IDP Connect markets and facilitates access to on behalf of The Ambassador Platform Ltd.

"User(s)" shall mean all individuals who access the relevant Service.

"Verified Offer in Principle" means an Offer in Principle that has been verified by IDP Connect in accordance with these Terms.

"Virus" any thing or device (including any software, code, file or programme) that 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 of the Services, including worms, trojan horses, viruses and other similar things or devices.

"Visitor(s)" means any person, including a prospective student, who engages with the Customer or its representatives or IDP Connect through a Website or Mobile Application, whether by submitting an enquiry form, subscribing to marketing, requesting prospectuses or information, engaging in peer-to-peer communications or otherwise interacting with the Service.

"Website" means any websites under the control of IDP Connect and/or any third party websites on which IDP Connect places advertising profiles of the Customer (or any of IDP Connect's advertisers).

Terms & Conditions were updated in 1st December 2025.