SOP Navigator

Terms and Conditions

TERMS AND CONDITIONS FOR RECRUITERS

General
These terms and conditions ("Terms and Conditions"), including the Privacy Policy, Terms of Use and any other terms, conditions, notices and disclaimers published, displayed or otherwise provided to you from time to time ("Agreement") govern your use of, or access to, SOP-Navigator as a Recruiter.

The Agreement forms a legally binding contract between you and SOP-Navigator. You acknowledge and agree that:

  • in using or accessing SOP-Navigator; or
  • in indicating your acceptance to this Agreement by clicking the "I Agree" field on Subscription,

you agree to comply with and be bound by this Agreement.

Should you not agree or accept this Agreement, including any modifications or variations to this Agreement from time to time, your sole remedy is to immediately cease your use of and access to SOP-Navigator and the Services.

  1. Definitions
    In these Terms and Conditions:
    • Active Commission has the meaning given to that term in section 9 of these Terms and Conditions.
    • SOP-Navigator means SOP-Navigator, a company registered in __________ having its registered office at __________
    • SOP-Navigator means the :SOP-Navigator" domain (including any mobile sites), the SOP-Navigator computing platform and any applications, and all other websites, mobile applications, software, components, products and services (including the Services as defined)
    • Agreement has the meaning given to that term under the heading "General" of these Terms and Conditions.
    • Aggregated Data means Personal Data that has been de-identified so that it will not directly or indirectly reveal identity.
    • Application means a Course Application and/or a Visa Application (as the context provides).
    • Application Fees means the fees charged by an Institution Partner or Government Authority (as applicable) on an Application.
    • Authorisation means:
      • any authorisation, approval, licence, permit, consent, qualification, accreditation, filing, registration, certificate, resolution, direction, declaration or exemption, and any renewal or variation; and
      • for anything which a Government Authority may prohibit or restrict within a specified period after it is notified, the expiry of that period within intervention or action by that Government Authority.
    • Census Date means:
      • the last date when a Student may withdraw from any subject provided by an Institution within a particular semester or teaching period; and
      • the date when Student enrolments are finalised by an Institution for a particular semester or teaching period.
    • Commission means a payment made by a Participating Institution Partner for each successful enrolment of a Student to that Institution Partner.
    • Confidential Information means:
      • any information (regardless of form) that is disclosed to you, before or after the date of this Agreement or your Subscription, that is expressly designated at the time of disclosure as confidential, sensitive or private (or any other similar description) by SOP-Navigator; or
      • any information (regardless of form) disclosed to you, before or after the date of this Agreement or your Subscription, that a reasonable person would (given the nature of the information) consider to be confidential, sensitive or private, but does not include:
      • any information that you can prove by contemporaneous written documentation was in your lawful possession before you had dealings with SOP-Navigator, or was independently generated by you or on your behalf;
      • is in the public domain otherwise than as a result of a breach in section 11 or any other obligation of confidentiality owned to SOP-Navigator; or
      • was legal and properly obtained by you from any other source without restriction on further disclosure.
    • Course means any educational course, program, class, unit or qualification provided for or on behalf of an Institution.
    • Course Application means any application in the form required by the Institution Partner that provides for the registration or enrolment of a Student in a Course.
    • Credentials has the meaning given to that term in section 3 of these Terms and Conditions.
    • Eligibility Criteria means all criteria, factors or indicia to determine whether or not a Student may be eligible to make a Course Application or a Visa Application (as the context provides).
    • Facebook Terms means all terms, conditions and policies of Facebook, Inc. as amended from time to time, which apply to the Recruiter's use of Facebook, Instagram, Messenger and other products and features offered by Facebook, including:
      • Terms of service;
      • Data policy;
      • Advertising policies;
      • Lead adverts terms and associated lead ads policies;
      • Platform policy;
      • Commercial terms; made available at: https://www.facebook.com/policies?ref=pf
    • Government Authority means any governmental, semi-governmental, municipal, statutory, judicial or quasi-judicial authority, department, agency, body, entity, organisation, commission or tribunal.
    • GST means goods and services Tax.
    • Inactive Commission has the meaning given to that term in section 9 of these Terms and Conditions.
    • Institution means any tertiary school education provider, institution, university or college.
    • Institution Partner means any Institution under contract with SOP-Navigator that provides or allows SOP-Navigator to deliver the Services to Recruiters and Students for that Institution.
    • Institution Partner Content means all documentation and information regardless of form in connection with or developed by the Institute Partner in relation to the Institution and its Courses, including the Course Applications, the Course fees and the Eligibility Criteria.
    • Intellectual Property Rights means all intellectual and industrial property (whether existing now or in the future, and whether or not registered or registrable), including all copyright (including moral rights), patents, trademarks (including service marks), designs, Confidential Information, circuit layout, inventions, discoveries, geographical indications of origin, circuit layouts, programming tools, object code, source code, methods, techniques, recipes, formulae, algorithms, modules, libraries, databases, and includes:
      • any application or right to apply for registration of any of these rights;
      • all licences and rights to use the intellectual property;
      • any registration of any of those rights or any registration of any application referred to above; and
      • all renewals and extensions of these rights.
    • Law means:
      • any law, statute, subordinate legislation, by-law, treaty, rule, regulation, order, ordinances, standards, guidelines, policy or direction, irrespective of where enacted under domestic or foreign; and
      • any judgments, common law and principles of equity as applied from time to time.
    • Other Social Media means all and any social media platform or application.
    • Other Social Media Terms means all terms, notices and policies of Other Social Media, as amended from time to time, that govern your use of the Other Social Media.
    • Participating Institution Partner has the meaning given to that term in section 9 of these Terms and Conditions.
    • Permitted Purpose means the lawful use of SOP-Navigator and Services.
    • Personal Data means all information or opinions about an identifiable person or a person who is reasonably identifiable, including (without limitation) name, gender, date of birth, marital status, home and mailing addresses, contact information, emergency contact information, citizenship and residential status, passport information, racial or ethnic origin, religious beliefs or affiliations, financial information, employment information, educational information, transcripts, language proficiencies, criminal record, heath information, genetic information and biometric information, but does not include any de-identified, anonymous meta-data or data-about-data.
    • Privacy Policy means the privacy policy available on SOP-Navigator' website, as amended from time to time;
    • Recruiter means any person or corporation that:
      • provides or undertakes the Recruiter Business; and has a Subscription.
    • Recruiter Approval means that the Recruiter has been verified and approved by SOP-Navigator (in its absolute discretion) for a Subscription.
    • Recruiter Business means any person or corporation that is the business of providing advice, guidance and assistance to any tertiary student that is or intends:
      • to apply to any tertiary education provider, institution, university or college; or
      • to apply for a visa to enable them to undertake tertiary education.
    • Recruiter Criteria means the criteria set by SOP-Navigator from time to time for a Subscription.
    • Restricted Access means a limited or restricted access to SOP-Navigator for any reason whatsoever, including:
      • a Subscription pending Recruiter Approval;
      • where the Subscription Fee has not been paid;
      • where SOP-Navigator disables access where the Recruiter is suspected of contravening this Agreement; or
      • where SOP-Navigator disables access on termination or expiry of this Agreement; or
      • as a result of any temporary technical or system error.
    • Services has the meaning given to that term in section 2 of these Terms and Conditions.
    • Student means any tertiary student, including a prospective tertiary student, that is applying, or is interested in applying, to an Institution or for a visa to study at an Institution.
    • Student Documentation means any information, academic document/s, transcript/s, video, photograph, image, drawings, records or other materials prepared by or relating to a Student, including Personal Data that includes his/her family members as well.
    • Subscribe and Subscription means a subscription with SOP-Navigator to use or access the Services and/or SOP-Navigator by registration, regardless of whether Subscription Fees are not payable or not.
    • Subscription Fee means the fees payable to SOP-Navigator to use SOP-Navigator and the Services as notified or provided to you by SOP-Navigator.
    • Subscription Package means the different plans, packages, models or add-ons available from time to time to the Recruiter to Subscribe to SOP-Navigator, including variances in the Term and Subscription Fees.
    • Tax means any tax, rate, duty or other charge assessed or payable to any Government Authority and includes any additional tax, interest, penalty, charge, fee or other amount imposed in relation to a failure to file a return or to pay the tax.
    • Term means the period of time the Recruiter has Subscribed to use SOP-Navigator and the Services.
    • Terms and Conditions has the meaning given to that term under the heading "General" of these Terms and Conditions.
    • Terms of Use means the terms of use available on SOP-Navigator' website, as amended from time to time;
    • Third Party Content has the meaning given to that term in section 6 of these Terms and Conditions.
    • Transaction Fee has the meaning given to that term in section 9 of these Terms and Conditions.
    • Visa Application means any application in the form required by a Government Authority that seeks to apply for a visa
  2. Scope of Services
    SOP-Navigator provides services to the Recruiters through SOP-Navigator (Services), including:
    • delivering access to Institution Partner Content to Recruiters that may be used to determine whether the Student meets the Eligibility Criteria to make a Course Application;
    • delivering access to information about visas to Recruiters that may be used to determine whether the Student meets the Eligibility Criteria to make a Visa Application;
    • enabling the Recruiter to submit or upload Student Documentation onto SOP-Navigator;
    • reviewing Student Documentation submitted or uploaded onto SOP-Navigator to provide assistance and guidance on the Application;
    • acting as an intermediary between the Recruiter, the Student and the Institution Partner by transmitting Student Documentation, Application Fees and any other ancillary payments or information to the Institution Partner for an Application; and
    • facilitating the payment of Commission to Recruiters.
  3. Access to SOP-Navigator and Services
    You must Subscribe with SOP-Navigator to access SOP-Navigator and Services.
    You acknowledge and agree that:
    Subscription
    • your use and access to SOP-Navigator and the Services is subject to your successful registration with SOP-Navigator, Recruiter Approval by SOP-Navigator, and your compliance with this Agreement;
    • to Subscribe and maintain your Subscription with SOP-Navigator, you must:
      • provide true, accurate, complete and up to date information as required by SOP-Navigator from time to time; and
      • pay the Subscription Fee (where applicable) and any other applicable fees in connection with SOP-Navigator.
    • your failure to provide true, accurate, complete and up to date information (including payment information) or pay the Subscription Fee (where applicable) will result in your inability to Subscribe, Restricted Access or the cancellation, termination or suspension of your Subscription;
    • you must comply with all reasonable requests by SOP-Navigator to verify your identity;
    • your failure to comply with all reasonable requests may result in your inability to Subscribe, Restricted Access or cancellation, termination or suspension of your Subscription;
    • in order for SOP-Navigator to ensure the integrity of SOP-Navigator and Services, SOP-Navigator reserves all its rights, in its sole and absolute discretion, to reject or refuse a Subscription, or otherwise suspend, cancel and deregister any person from SOP-Navigator for any reason whatsoever. SOP-Navigator is not required to provide any reason, explanation or clarification as to your rejection or refusal of any Subscription, or the suspension, cancellation or termination of any person;
    Credentials
    • except for an officer, employee or contractor directly engaged by the Recruiter, you will not provide your Login ID and password ("Credentials") used to access SOP-Navigator and the Services, and any other details of your Subscription, to any other person;
    • except for an officer, employee or contractor directly engaged by the Recruiter, you will not permit any person to use your Credentials to access SOP-Navigator and the Services;
    • you are responsible for, and liable to SOP-Navigator, for the acts and omissions of any officer, employee or contractor engaged by you that uses your Credentials to access SOP-Navigator and Services;
    • you are responsible for, and liable to SOP-Navigator, for the acts and omissions of any unauthorised person that uses your Credentials to access SOP-Navigator and Services;
    • you must change the user's password used to access SOP-Navigator and the Services immediately when the officer, employee or contractor ceases to be engaged by you;
    • you must change all password used to access SOP-Navigator and the Services immediately when any computer, electronic device or network used to access SOP-Navigator is compromised, or suspected of being compromised, by a security breach.
    Knowledge of Agreement
    • you are responsible for ensuring that you have read and understood the terms of this Agreement;
    • you are responsible for ensuring that you keep up to date with any modifications, variations or amendments to this Agreement;
    Knowledge of Facebook Terms
    • in the event that you use Facebook, Instagram, Messenger and any other products and features offered by Facebook to advertise, promote or otherwise generate leads as a Recruiter,
      • you are responsible for ensuring that you have read and understood the Facebook Terms;
      • you are responsible for ensuring that you keep up to date with any modifications, variations or amendments to the Facebook Terms; and
      • you are responsible for ensuring compliance with the Facebook Terms;
    Knowledge of Other Social Media
    • in the event that you use any Other Social Media and any products and features offered by any Other Social Media to advertise, promote or otherwise generate leads as a Recruiter:
      • you are responsible for ensuring that you have read and understood Other Social Media Terms;
      • you are responsible for ensuring that you keep up to date with any modifications, variations or amendments to Other Social Media Terms; and
      • you are responsible for ensuring compliance with Other Social Media Terms;
    Personal Data
    • in applying for a Subscription, SOP-Navigator:
      • will collect, use, process and store your Personal Data in accordance with its Privacy Policy and all applicable Laws;
      • may use and share Aggregated Data for purposes ancillary to SOP-Navigator and the Services.
    • as a Recruiter, your collection, use, processing and storage of any Personal Data of a Student must be in compliance with all applicable Laws in or that affect the jurisdiction where you reside or conduct business as a Recruiter, and the jurisdiction of the Student, including all data and privacy Laws.
    • you will obtain consent from all Students to the collection, use, processing and storage of their Personal Data by you for purposes, including:
      • your use or access to SOP-Navigator and the Services;
      • transmitting that Personal Data to SOP-Navigator (which shall be treated in accordance with our Privacy Policy and applicable Laws); and
      • allowing Personal Data to be disclosed to any Institution Partner or other authorised third party in relation to or in connection with an Application.
    • you have an up to date privacy policy readily available and easily accessible to all Students that:
      • complies with all applicable data and privacy Laws in or that affect the jurisdiction where you reside or conduct business as a Recruiter, and the jurisdiction of the Student;
      • clearly states how Personal Data will be collected, used, processed, stored and transmitted;
      • clearly states that Personal Data will be transmitted or shared with SOP-Navigator for its intended direct and indirect purposes;
    • in the event that you use Facebook, Instagram, Messenger and any other products and features offered by Facebook to advertise, promote or otherwise generate leads as a Recruiter, your privacy policy is consistent with the Facebook Terms;
    • in the event that you use any Other Social Media and any products and features offered by any Other Social Media to advertise, promote or otherwise generate leads as a Recruiter, your privacy policy is consistent with Other Social Media Terms;
    • you have implemented appropriate measures to protect Personal Data against accidental or unlawful destruction, or accidental loss, alteration, unauthorised disclosure or access;
    • you will inform the Student that SOP-Navigator may convert Student Personal Data to Aggregated Data;
    • SOP-Navigator is permitted to retain all information, documentation, Aggregated Data and Personal Data (including Student Personal Data) you provide to us, irrespective of the suspension, expiry or termination of this Agreement.
    SOP-Navigator as intermediary
    • SOP-Navigator is not responsible for, and will not vet, examine or undertake any quality control, authenticity or assurance of the Personal Data of the student/applicant/candidate. Any review or inspection of the Personal Data undertaken by SOP-Navigator is for the purpose of confirming the Personal Data is ready for transmission or otherwise compliant to complete an Application;
    Other Recruiter responsibilities
    • you must act in good faith at all times towards SOP-Navigator;
    • you must keep up to date, be aware of, and comply with, all applicable Laws in or that affect the jurisdiction you reside or conduct business, in you use of SOP-Navigator and the Services, and all other services you provide to Students;
    • you must perform an initial assessment on all Students using the SOP-Navigator guidelines, as amended from time to time, to determine whether the Student qualifies as a suitable candidate and meets the Eligibility Criteria;
    • you must maintain and keep current all Authorisations to enable you to lawfully provide recruitment or education advisory services to Students, including any immigration or visa related advice; and
    • promptly inform SOP-Navigator of any information, matter, situation, circumstance or thing that may cause or will cause an impact on or in any way change your use of SOP-Navigator and the Services.
  4. Representations and Warranties
    You represent and warrant that:
    Capacity to enter into legal relations
    • if you Subscribe as a corporation:
      • the corporation is validly incorporated and existing under the Law of its place of incorporation;
      • the corporation has the power to authorise the Subscription and the delivery and performance of this Agreement in accordance with its terms, and to perform its obligations under this Agreement; and
      • the corporation has taken all necessary action to authorise the Subscription and the delivery and performance of this Agreement in accordance with its terms;
      • Subscribe and enter into this Agreement and to perform your obligations under this Agreement;
    Authorisation
    • where required as a Recruiter, you have current and valid Authorisations in or that affect the jurisdiction you reside or conduct business;
    Accuracy of information and Personal Data
    • all information and Personal Data provided by you to SOP-Navigator (including as part of your Subscription or Application) is true, accurate, complete and up to date;
    • should any information and Personal Data provided by you to SOP-Navigator be inaccurate, incomplete or have changed in anyway, you will promptly amend, update or resubmit that information and Personal Data to ensure that it is true, accurate, complete and up to date;
    • you have lawfully obtained all relevant consents from any affected third party, including a Student/candidate/applicant, for SOP-Navigator to collect, use, store and transmit Personal Data for the purposes of providing the Services;
    Use, collection, storage and transmission of Personal Data
    • in the event that you use Facebook, Instagram, Messenger and any other products and features offered by Facebook to advertise, promote or otherwise generate leads as a Recruiter:
      • you will comply with the Facebook Terms;
      • you will obtain all relevant permission and consent required from Students to the use, collection, storage and transmission of their Personal Data; and
      • you will explicitly make known to the Student when obtaining their consent that their Personal Data will be transmitted or shared with SOP-Navigator for its direct and indirect purposes.
    • you have a privacy policy readily available and easily accessible to all Students that:
      • complies with all applicable data and privacy Laws in or that affect the jurisdiction where you reside or conduct business as a Recruiter, and the jurisdiction of the Student;
      • clearly states how Personal Data will be collected, used, processed, stored and transmitted;
      • clearly states that Personal Data will be transmitted or shared with SOP-Navigator for its intended direct and indirect purposes;
    • you have implemented appropriate measures to protect Personal Data against accidental or unlawful destruction, or accidental loss, alteration, unauthorised disclosure or access.
    Security of Credentials
    • your Credentials used to access SOP-Navigator and Services, and any other details of your Subscription, are kept in a safe and secure location;
    • you will immediately notify us if you are, or become aware of, or otherwise have grounds to believe that there is, or has been, an unauthorised use of your Credentials;
    Compliance with Laws
    • you will comply with all applicable Laws in or that affect the jurisdiction you reside or conduct business in connection with your use and access to SOP-Navigator and Services, including data and privacy laws;
    Report errors
    • you will promptly notify SOP-Navigator of any information, matter, situation, circumstance or thing which may cause or will cause an impact on, or has in any way changed the performance of, SOP-Navigator, including any errors, problems, glitches, nonconformities or broken links in SOP-Navigator;
    Prohibitions
    • you will not engage in any of the following conduct and will not permit or entice any other person to:
      • providing unsolicited advice (including in relation to Student immigration or visa conditions) unless you have current Authorisations in or that affect the jurisdiction you reside or conduct business;
      • use SOP-Navigator and the Services for any activities or conduct that breaches or is contrary to any applicable Laws in force from time to time or otherwise infringes third party rights (including intellectual property rights, privacy and data protection rights);
      • use SOP-Navigator and the Services in any manner or way, or post to or transmit to SOP-Navigator any information or material, which interferes, defames, harasses, threatens, menaces or offends any person or which prevents any other person from using or enjoying SOP-Navigator and Services;
      • subscribe using automated means or under false or fraudulent pretences;
      • make fraudulent, false or speculative Applications on SOP-Navigator;
      • impersonate any other person when using or access SOP-Navigator or the Services;
      • sign (whether in person, electronically or otherwise) any documents (including these Terms and Conditions) on behalf of any person but yourself and/or a company to which you are not a director or secretary, unless you have the proper authority and permission granted to you by means of power of attorney or other legal instrument recognised by the Law in the country in which you reside;
      • post or transmit any obscene, indecent, inflammatory or pornographic material or other material that may warrant civil or criminal proceedings;
      • tamper with, hinder or interfere with SOP-Navigator and the Services, including compromising any security measures, functionality, network, system, software and content;
      • copy, reproduce, modify, adapt, translate, improve, deconstruct or reverse engineer SOP-Navigator, or any part thereof;
      • use any robot, spider, site search, bot, timer, software lock, Trojan-horse routing, trap door, virus, worm or similar disabling or malicious code to the monitor, tamper, distort, delete, damage or disable SOP-Navigator, or any part thereof;
      • use SOP-Navigator or its Services to commit or attempt to commit a civil or criminal act or facilitate the commission of a civil or criminal act or other illegal conduct;
      • deface, obscure or remove any proprietary rights or notice on SOP-Navigator;
      • use SOP-Navigator and the Services other than in accordance with this Agreement; and
      • make any representation to the Institution Partner, Student or third party which is misleading or deceptive or untrue or is likely to mislead or deceive or be untrue.
    Failure to comply with any of the forgoing representations and warranties will result in your inability to Subscribe, Restricted Access or the cancellation, termination or suspension of your Subscription.
  5. Licence to use SOP-Navigator and the Services
    Subject to Recruiter Approval and your compliance with this Agreement, SOP-Navigator will grant you a non-exclusive, non-transferable, revocable and personal licence to access SOP-Navigator to use and access the Services.

    Recruiter Approval
    Notwithstanding your acknowledgement of the Agreement, you will be subject to Recruiter Approval. When SOP-Navigator is undertaking Recruiter Approval, SOP-Navigator will grant you a non-exclusive, non-transferable, revocable and personal licence to obtain Restricted Access.

    Failure to:
    • meet the Recruiter Criteria;
    • provide true, accurate, complete and up to date information;
    • pay the Subscription Fee (where applicable); and
    • comply with any lawful and reasonable request by SOP-Navigator for information,
    may result in the suspension, cancellation or termination of your Restricted Access.
  6. Restriction on use and access to SOP-Navigator
    Access to SOP-Navigator
    • SOP-Navigator uses all reasonable endeavours and reasonable safeguards to implement and provide you with use and access to SOP-Navigator and the Services, however it does not make any representations, statements or warranties whatsoever that your use or access shall be timely, secure, free from interruption (whether due to any temporary and/or partial breakdown, repair, upgrade or maintenance of SOP-Navigator) or free from error; and
    • Your use of, and access to, SOP-Navigator and the Services may be suspended or unavailable for any reason whatsoever, including without limitation, due to technical difficulties with your internet connection or service provider, in the case of system failure, maintenance or repair works.
    No time critical Applications
    You should not use SOP-Navigator where any Application you submit or intend to submit is time-critical, time-dependent, urgent or inherently dangerous. You should contact SOP-Navigator, the Institution Partner or Government Authority directly if you have any concerns over any time-critical Application.

    Third Party Content
    You acknowledge and agree that:
    • SOP-Navigator contains Institution Partner Content;
    • all Institution Partner Content has been prepared, produced or provided by or on behalf of an Institution Partner;
    • you rely on the Institution Partner Content at your own risk;
    • without limiting the forgoing, SOP-Navigator may contain other third party content or links to other websites (“Third Party Content”) that is provided solely as a convenience to you during you use of SOP-Navigator;
    • SOP-Navigator does not endorse the Third Party Content and is not responsible for the creation, maintenance or accuracy of the Third Party Content;
    • you rely on the Third Party Content at your own risk; and
    • SOP-Navigator makes no representation, statement or warranty, either expressly or implicitly, in relation to the accuracy, timeliness, performance, completeness or suitable of the Institution Partner Content or Third Party Content on SOP-Navigator.
    Equipment
    You are responsible for all equipment, operating systems, networks, software and internet service providers that you use or may use to access SOP-Navigator, including the maintenance, upkeep, repair and performance of those equipment and systems.

    SOP-Navigator accepts no responsible for any lack of access or inability to use SOP-Navigator and the Services.

    Information back up
    You are responsible for backing-up all information and Personal Data received from or submitted to SOP-Navigator, an Institute Partner, a Student, or any other party in association with SOP-Navigator.

    SOP-Navigator does not make any representations, statements or warranties whatsoever to assure or guarantee data integrity.
  7. Subscription Term and Renewal
    • Your Subscription Term will commence with SOP-Navigator when you are granted a licence (as set out in section 5) to access SOP-Navigator and the Services. Your Subscription Term will commence upon your acceptance of this Agreement, and the payment of the Subscription Fee (where applicable) for the relevant Subscription Package.
    • Unless suspended, cancelled or terminated earlier, your Subscription will be in effect for the Term of your Subscription Package.
    • Your Subscription to SOP-Navigator will automatically renew at the conclusion of each Term of your Subscription Package.
    • Your renewal will be for the same Term and on the same conditions as the Subscription Package that was in effect prior to the conclusion of your previous Term.
    • You may cancel or terminate your Subscription at any time during the Term (which includes any renewal Term) in accordance with section 10 of these Terms and Conditions.
  8. Subscription Fees
    Subscription Fee
    • You may elect to pay your Subscription Fee for your Subscription Package on a monthly or annual basis.
    • If you pay your Subscription Fee on a monthly basis, you will be charged the Subscription Fee at the commencement of the Term of your Subscription Package and on or about the same day of each subsequent month. You will continue to be charged the Subscription Fee on a monthly basis until your Subscription is suspended, cancelled or terminated in accordance with section 10.
    • If you pay your Subscription Fee on an annual basis, you will be charged the Subscription Fee at the commencement of the Term of your Subscription Package (“Commencement Date”). You will continue to be charged the Subscription Fee on an annual basis for each subsequent 12-month period on the anniversary of the Commencement Date until your Subscription is suspended, cancelled or terminated in accordance with section 10.
    • Unless indicated otherwise, the Subscription Fee is:
      • INR Indian Rupees
      • exclusive of all and any Tax imposed by any Government Authority.
    • If your Subscription is suspended, cancelled or terminated for any reason (except failure to pass the Recruiter Approval) by you or SOP-Navigator, you acknowledge that the Subscription Fee is non-refundable, regardless of the period of time remaining on the Term of the Subscription Package.
    • In the event you do not obtain Recruiter Approval, the Subscription Fee may be refunded at the absolute discretion of SOP-Navigator.
    • You may, at any time, upgrade your Subscription Package. SOP-Navigator will not upgrade your Subscription Package unless the upgraded Subscription Fee is paid to SOP-Navigator.
    Application fees
    • In order to process any Application, SOP-Navigator may require you to pay any Application Fees before an Application is processed.
    • You acknowledge that the Application Fees are payable to the relevant Institution Partner or Government Authority to process an Application.
    • An Application fee (or any part thereof) is non-refundable where the Institution Partner or Government Authority determine, in their sole and absolute discretion, that an Application Fee (or any part thereof) is non-refundable.
    • An Application fee (or any part thereof) may be non-refundable where:
      • all relevant information, documentation and Personal Data of a Student is not submitted as part of the Application or before any submission deadline;
      • the Application is rejected by the Institution Partner or Government Agency; or
      • you cancel or withdraw an Application on behalf of a Student.
    • You acknowledge that Application fees and ancillary charges are set by an Institution Partner or Government Authority. SOP-Navigator has no control over the amount or type of these fees or charges and remits all such monies to an Institution Partner or Government Authority. Unless an Application fee or ancillary charge is refunded to SOP-Navigator, it will not be refundable to the Recruiter.
    • You agree to ensure that the Student is made fully aware:
      • of all fees in relation to an Application, including the Application Fee;
      • that the Application Fee and ancillary charges as set by an Institution Partner or Government Agency may not be refundable; and
      • the Census Date applicable to their Course.
    Modification of fees SOP-Navigator reserves the right to modify any fees in connection with or arising out of your use and access to the SOP-Navigator or an Application at any time, provided that SOP-Navigator will notify you prior to any change. Notification may occur through the SOP-Navigator or by other means of electronic communication. Your acknowledge and agree that your continued use and access to the SOP-Navigator following a modification of any fees constitutes your acceptance of those modified fees.

    Payment of fees
    • All payments of fees (including Subscription Fees and Application Fees) are received through SOP-Navigator (or an approved third-party payment gateway provider).
    • If you pay any amount to SOP-Navigator by credit card, debit card or other payment card, you automatically authorise SOP-Navigator (or its payment gateway provider) to charge that card.
    • You authorise SOP-Navigator to charge your credit card, debit card or other payment card for the Subscription Fee on the monthly or annual basis as set out in this section 8.
    • You acknowledge that certain card payments or bank transactions may attract a surcharge, transaction fee or other charge. You acknowledge and agree that SOP-Navigator may charge you an amount equal to this cost imposed on SOP-Navigator.
    • If your credit card, bank transfer or transaction fails or is rejected for any reason, you will be responsible for any fees and charges associated with that failure or rejection.
    • You are responsible for the payment of any fees, charges or costs in relation to any exchange rate.
    You acknowledge that any delay in Recruiter Approval caused or contributed by your failure to provide accurate and up-to-date information and documents required by SOP-Navigator in accordance with the Recruiter Criteria may result in you only having Restricted Access for all or any part of the Term of the Subscription Package.

    Defaults in payment of fees
    • If you default in payment of any fees in connection with or arising out of your use and access to SOP-Navigator or an Application, SOP-Navigator may exercise its rights at law or in equity to recover the unpaid amount, interest and reasonable legal costs and expenses incurred as a result of your default and in enforcing the terms of this Agreement.
    • Without limiting the forgoing, SOP-Navigator:
      • can suspend, cancel or terminate your Subscription for non-payment; and
      • can refuse to process any Application for non-payment (or any part thereof).
    Late Payments
    • If you default in payment of any fees in connection with or arising out of your use and access to SOP-Navigator or an Application, SOP-Navigator can charge interest on all outstanding amounts at the rate of 2.5% per month or the maximum amount permitted by the applicable Law, whichever is greater, with such interest commencing on the day following the date the payment was due.
    • SOP-Navigator' right to require payment of interest does not affect any other rights and remedies it may have regarding a default in payment.
    Tax
    • You are responsible for, and warrant that you will pay, all Tax arising out of in relation to any fees payable under this Agreement.
    • Where required by SOP-Navigator, an Institution Partner or Government Authority, you must provide documentation evidencing payment of any applicable Tax.
    • If you are required to withhold any amount of Tax arising out of in relation to any fees payable under this Agreement, you will be liable and must pay any amount equivalent to that amount of Tax, so that the amount paid to SOP-Navigator is equal to the amount due.
  9. Commission
    • The Recruiter is entitled to receive Commission on successful placement of a Student with an Institution Partner where Commission is made available by a participating Institution Partner (Participating Institution Partner). SOP-Navigator shall publish a list of Participating Institution Partners, which may be amended from time to time. For the avoidance of any doubt, no Commission will be payable by an Institution Partner not listed as a Participating Institution Partner.
    • The Recruiter will only receive payment of the Commission ("Active Commission") where:
      • the Recruiter has a Subscription to the SOP-Navigator;
      • the Recruiter has maintained a current and active paid Subscription Package to SOP-Navigator;
      • the Subscription Fee for that Subscription Package is paid from the date the Student was first entered into SOP-Navigator, up to date when the Commission is due to be paid;
      • a Course Application on behalf of a Student has resulted in the acceptance by a Student to the Institution Partner;
      • the Student is enrolled in the Course on the day following the Census Date;
      • the Participating Institution Partner pays the Commission to SOP-Navigator;
      • the Recruiter is not in breach of this Agreement, including sections 4, 8, 11 and 12 of these Terms and Conditions and the Privacy Policy; and
      • the Recruiter provides accurate and up to date account details for SOP-Navigator to process payment
    • For the avoidance of any doubt, the Active Commission will only be paid to the Recruiter where each of the abovementioned criteria is satisfied. For example, subject to all other criteria, if the Recruiter did not have a paid Subscription Package at the date the Student was first entered into SOP-Navigator, the Recruiter is not entitled to Active Commission for that Student even if the Recruiter later upgrades to a paid Subscription Package.
    • The Active Commission is _____% of the net payment received from the Participating Institution Partner by SOP-Navigator for each Student.
    • If the Recruiter does not have, or no longer has, a paid Subscription Package to SOP-Navigator when the Student was first entered into SOP-Navigator, up to date when the Commission is due to be paid, and that Subscription was not suspended, cancelled or terminated by SOP-Navigator because the Recruiter was in breach of this Agreement, then the Recruiter will still receive a Commission payment but at a discounted rate ("Inactive Commission") on the condition that:
      • a Course Application on behalf of a Student has resulted in the acceptance by a Student to the Institution Partner;
      • the Participating Institution Partner pays the Commission to SOP-Navigator;
      • the Student is enrolled in the Course on the day following the Census Date;
      • the Recruiter provides accurate and up to date account details for SOP-Navigator to process payment.
    • For the avoidance of any doubt, the Inactive Commission will only be paid to the Recruiter where each of the abovementioned criteria is satisfied. For example, subject to all other criteria, if the Recruiter did not have a paid Subscription Package at the date the Student was first entered into SOP-Navigator and the Recruiter later upgrades to a paid Subscription Package, the Recruiter is only entitled to Inactive Commission for that Student.
    • The Inactive Commission is 70% of the net payment received from the Institution Partner by SOP-Navigator for each Student.
    • For the avoidance of any doubt, SOP-Navigator is not liable to pay any Commission to the Recruiter where no Commission is received from the Participating Institution Partner.
    • You will not be required to issue a tax invoice for the Commission. By agreeing to these Terms and Conditions, you authorise SOP-Navigator to generate an invoice on your behalf for the Active Commission or the Inactive Commission.
    • SOP-Navigator will pay Active Commission or the Inactive Commission to the Recruiter within 30 days of the end of each month of receiving the Commission, provided the Recruiter has accurate and up to date account details for SOP-Navigator to process payment.
    • You acknowledge and agree that a 2.95% transaction fee shall be charged on the payment of any Active Commission or the Inactive Commission ("Transaction Fee"). You authorise SOP-Navigator to deduct or set off this Transaction Fee from the Active Commission or the Inactive Commission.
    • You acknowledge SOP-Navigator will not be responsible for any bank fees or currency conversion fees incurred by your bank. Should SOP-Navigator be charged any such fee, you authorise SOP-Navigator to deduct this from the Active Commission or the Inactive Commission.
    • you acknowledge that if you are a company incorporated in Singapore, you must notify SOP-Navigator in writing immediately if:
      • your GST registration is cancelled; or
      • you are issued with a new GST number.
  10. Suspension, cancellation or termination
    SOP-Navigator' rights to suspend, cancel or terminate for cause
    • This Agreement and your Subscription may be immediately suspended, cancelled or terminated by SOP-Navigator for cause, where:
      • you have not paid the Subscription Fee when due and payable;
      • you are in breach of section 3 (Access to SOP-Navigator and Services) of these Terms and Conditions;
      • you are in breach of section 4 (Representations and warranties) of these Terms and Conditions;
      • you are in breach of section 11 (Confidential Information) of these Terms and Conditions;
      • you are in breach of section 12 (Intellectual Property) of these Terms and Conditions;
      • you are in breach of the Privacy Policy; or
      • you are in breach of any other material provision of this Agreement and you do not remedy that breach within 10 days of receiving notice from SOP-Navigator.
    • SOP-Navigator reserves the right to elect to suspend, cancel or terminate your Subscription and this Agreement for any of the forgoing reasons.
    Termination without cause
    • This Agreement and your Subscription may be terminated by either you or SOP-Navigator for any reason prior to payment of the Subscription Fee. This means:
      • where you pay your Subscription Fee on a monthly basis, before the payment of the Subscription Fee for that month; or
      • where you pay your Subscription Fee on an annual basis, before the payment of the Subscription Fee for a further 12-month period.
    Consequences of termination of expiry
    If this Agreement and your Subscription is terminated or expires for any reason:
    • no further Services will be provided by SOP-Navigator and you will not longer have access to the SOP-Navigator;
    • you must cease using the SOP-Navigator and the Services;
    • you will be liable to pay any amounts payable under this Agreement up to and including the date of termination;
    • termination, however caused, is without prejudice to any rights or liabilities of either party accruing to the date of termination; and
    • SOP-Navigator will not, in any case, be liable to you to pay any compensation for loss of prospective revenue or profit, or loss of service suffered in connection with such termination;
    Notwithstanding the forgoing, you may, at SOP-Navigator' discretion, be granted Restricted Access for a period not exceeding 60 days from the date of termination or expiry of this Agreement.
    Sections surviving termination or expiration
    Despite any other provision of this Agreement, this section 10, section 1 (Definitions), section 8 (Subscription Fees), section 9 (Commission), section 11 (Confidential Information), section 12 (Intellectual Property), section 13 (Disclaimers), section 14 (Indemnity), section 15 (Limitation of liability), section 17 (Miscellaneous) and the Privacy Policy will survive expiry or termination of this Agreement and your Subscription.
  11. Confidential Information
    Obligation to maintenance confidence
    You acknowledge and agree that:
    • the Confidential Information is valuable, confidential and commercially sensitive to SOP-Navigator;
    • the Confidential Information is disclosed to you solely for the Permitted Purpose and for no other reason;
    • the Confidential Information shall at all times remain the sole property of SOP-Navigator;
    • you will take all steps to secure and keep secure the Confidential Information coming into your possession;
    • you may only use the Confidential Information of SOP-Navigator for the Permitted Purpose and to the extent necessary to perform your obligations under this Agreement;
    • you must not disclose the Confidential Information to any other person not party to this Agreement, unless you have the prior written consent of SOP-Navigator; and
    • you must not memorise, modify, reverse engineer or make copies, notes or records of the Confidential Information for any purpose.
    Exceptions
    The obligations of confidentiality under this section 11 do not apply to any information that is:
    • required to be disclosed by Law; or
    • disclosed for the purposes of obtaining legal or accounting advice regarding this Agreement.
    Return or destruction of Confidential Information
    • You must, on the request of SOP-Navigator, immediately deliver to SOP-Navigator all Confidential Information which is in your possession, power or control, or in the possession, power or control of persons who have received Confidential Information from you.
    • You must, on the request of SOP-Navigator, immediately destroy all Confidential Information which is in your possession, power or control, or in the possession, power or control of persons who have received Confidential Information from you and provide a statutory declaration to confirm the destruction.
    Common law rights preserved
    The provisions in this section 11 will be in addition to and not in derogation of any of the common law or equitable rights of SOP-Navigator with respect to the Confidential Information.
  12. Intellectual Property
    Ownership
    • SOP-Navigator is owned by SOP-Navigator, its related bodies corporate and/or its third party licensors. You acknowledge SOP-Navigator' title to and interest in SOP-Navigator.
    • All Intellectual Property Rights arising out of or in connection with SOP-Navigator and Services are owned by SOP-Navigator, its related bodies corporate and/or its third party licensors. You acknowledge SOP-Navigator' title to and interest in the Intellectual Property Rights.
    Your covenants
    You must:
    • not represent yourself as the owner of or having any interest in SOP-Navigator' Intellectual Property Rights or any part of it;
    • not use or allow the use of SOP-Navigator' Intellectual Property Rights or any part of it in a manner that is contrary to, or conflicts with, or in any way damages the title or interest of SOP-Navigator in the Intellectual Property Rights;
    • not use any brand name, trade name, trademark, logo or design of SOP-Navigator or its Institution Partners;
    • adhere to the brand style guides as provided to you from time to time, where authorised to use an SOP-Navigator' trademark by SOP-Navigator for purposes directly attributed to your duties as a Recruiter;
    • subject to this Agreement, where any of SOP-Navigator' Intellectual Property Rights is referred to or used by you, indicate clearly SOP-Navigator' ownership of the Intellectual Property Rights;
    • not challenge or call in to question in any way the right, title, interest and goodwill of SOP-Navigator in respect of the SOP-Navigator Intellectual Property Rights;
    • not register or attempt to register under the provisions of any statute or otherwise SOP-Navigator' Intellectual Property Rights;
    • not produce, modify, transmit, post, use, licence, distribute, reverse engineer or make a copy of SOP-Navigator' Intellectual Property Rights for any purpose;
    • not deface, remove or obscure any of SOP-Navigator' Intellectual Property Rights; and
    • do all other acts and things that may be reasonably required by SOP-Navigator to ensure the protection of SOP-Navigator' Intellectual Property Rights.
  13. Disclaimers
    To the fullest extent permitted by Law:
    • SOP-Navigator does not make any representations, statements or warranties whatsoever, either expressly or implicitly, in relation to the accuracy, timeliness, performance, completeness or suitability of content (including Institution Partner Content and Third Part Content) found or offered on SOP-Navigator;
    • You acknowledge that your use of SOP-Navigator and its Services is at your own risk;
    • SOP-Navigator does not make any representations, statements or warranties whatsoever, either expressly or implicitly, that your use or access to SOP-Navigator and Services shall be timely, secure, free from interruption (whether due to any temporary and/or partial breakdown, repair, upgrade or maintenance of SOP-Navigator) or free from error;
    • You are responsible for conducting your own due diligence check in relation to any Institution Partner listed on SOP-Navigator;
    • You are responsible for ensuring that you have read and understood this Agreement and keep up to date with any modifications or amendments of this Agreement;
    • SOP-Navigator does not make any representations, statements or warranties whatsoever, either expressly or implicitly, in relation to your Application, including whether or not you shall be successful in obtaining any placement with an Institution Partner or be granted a visa;
    • You are responsible for ensuring that you have met all necessary Eligibility Criteria and any other requirements of the Institution Partner in making an Application;
    • You acknowledge that SOP-Navigator is not suitable for time-sensitive Applications and SOP-Navigator shall not accept any responsibility should you use SOP-Navigator for a time-sensitive Application;
    • You acknowledge that downloading or viewing of any content, including Third Party Content, is done so at your own risk and SOP-Navigator does not make any representations, statements or warranties whatsoever, either expressly or implicitly, that the content, including Third Party Content, shall be fit for purpose or virus free; and
    • You are responsible for all equipment, operating systems, networks, software and internet service providers that you use or may use to access SOP-Navigator, including the maintenance, upkeep, repair and performance of those equipment and systems and SOP-Navigator does not make any representations, statements or warranties whatsoever, either expressly or implicitly, that your equipment, operating systems, networks, software and internet service providers are fit for purpose to use or access SOP-Navigator.
    You acknowledge that in some jurisdictions, SOP-Navigator is not able to exclude liability for implied terms. Some of these disclaimers may not apply to you.
  14. Indemnity
    To the fullest extent permitted by Law, you agree to release, hold harmless and indemnify SOP-Navigator from and against any claims, suits, liabilities, damages, injuries, costs, expenses (including indirect and consequential loss) whatsoever and however arising out of or in connection with:
    • your use or access to, or misuse of SOP-Navigator or Services;
    • your breach or non-compliance with any terms of this Agreement;
    • your violation, infringement or contravention of the Facebook Terms;
    • your violation, infringement or contravention of the Other Social Media Terms;
    • your violation, infringement or contravention of any third party rights; and
    • your infringement or noncompliance with any applicable Law.
  15. Limitation of liability
    To the fullest extent permitted by Law, SOP-Navigator exclude any liability (whether based in contract, tort or negligence) for any direct, indirect or consequential loss or damage, cost or expense, however or wherever incurred, including but not limited to any direct, indirect or consequential loss or damage, cost or expense arising from or in connection with:
    • your use or misuse of SOP-Navigator or Services;
    • your use or misuse of any content, including Institution Partner Content and Third Party Content, on SOP-Navigator;
    • your inability to Subscribe to SOP-Navigator or Services;
    • your failure or neglect to provide the requisite information and Personal Data necessary to Subscribe for SOP-Navigator or Services;
    • your failure or neglect to provide the requisite information or Personal Data necessary to submit an Application;
    • the suspension, cancellation or termination of your Subscription;
    • any rejection of Application;
    • any inaccuracies, errors or omissions in any content, including Institution Partner Content and Third Party Content;
    • any inaccuracies, errors or omissions in the course matching, course discovery or predictive offer process
    • any inaccuracies, errors or omissions in any Application;
    • the loss or modification of any Personal Data, documents or information transmitted to or from SOP-Navigator;
    • any loss of confidentiality in any Personal Data, documents or information transmitted to or from SOP-Navigator;
    • your failure to obtain all relevant consents from any affected third party, including an Institution Partner and Student, for SOP-Navigator to collect, use, store and transmit Personal Data;
    • your failure, violation, infringement or contravention of the Facebook Terms;
    • your violation, infringement or contravention of the Other Social Media Terms;
    • your failure, neglect or refusal to comply with any applicable Laws, including data and privacy laws; and
    • any interruption, suspension, delay in operation or transmission of SOP-Navigator or Application for any reason whatsoever.
    If, to extent that any of the above exclusions are void by operation of Law, then you unequivocally acknowledge and agree that SOP-Navigator' total aggregate liability arising from or in connection with this Agreement, is limited to your Subscription Fee payable for a Term not exceeding a 12-month period.
    Nothing in this Agreement limits SOP-Navigator' liability for fraud, personal injury or death to the extent found to be caused by SOP-Navigator' negligence or wilful conduct.
    You acknowledge that in some jurisdictions, SOP-Navigator is not able to exclude or limit its liability and some of this section may not apply to you.
  16. Modification of these Terms and Conditions
    To the fullest extent permitted by Law, you acknowledge and agree that SOP-Navigator reserves the right to modify or vary any terms, conditions, notices or disclaimers in relation to these Terms and Conditions, at our sole and absolute discretion, without notice and without liability to you or any third party.
    In the event the Terms and Conditions are modified or varied in any way whatsoever, your use and/or continued use of SOP-Navigator and Services constitutes your acceptance of any modified or varied Terms and Conditions.
  17. Miscellaneous
    Remedies
    Each party to this Agreement acknowledges and agrees that if any of them breach the covenants contained in this Agreement that damages may not be an adequate remedy and the agreed terms will be enforceable by injunction, order for specific performance or such other equitable relief as a court of competent jurisdiction may see fit.
    Waiver
    A waiver of a provision of or right under this Agreement is effective only if it is in writing signed by the party granting the waiver.
    Invalidity
    Any provision of this Agreement which is invalid or unenforceable in any jurisdiction will, as to that jurisdiction only, be read down or severed to the extent of that invalidity or unenforceability. The remaining provisions of this Agreement which are self-sustaining and capable of separate enforcement without regard to the read down or severed provision in that jurisdiction are and will continue to be valid and enforceable in accordance with their terms.
    Assignment
    • You may not assign its rights or obligations under this Agreement to any person or institution.
    • You acknowledge and agree that SOP-Navigator may assign or transfer its rights or obligations under this Agreement without your consent.
    No merger
    The rights and obligations of the parties in respect of agreements, indemnities, covenants and warranties contained in this Agreement shall remain in full force and effect, be continuing agreements, indemnities, covenants and warranties and not be merged or extinguished by or upon termination of, or completion of any obligations under, this Agreement.
    Entire agreement
    This Agreement, together with any documents referred to in this Agreement or provided in conjunction with this Agreement from time to time, comprises the entire agreement between the parties with respect to the subject matter of this Agreement.
    No relationship
    Nothing in this Agreement, expressly, implicitly or otherwise, is to be treated as creating a relationship of employer and employee, partnership or joint venture or agency. You acknowledge and agree that:
    • you have no authority to bind SOP-Navigator; and
    • you must not purport to incur any obligation, bind or make any promise, contract or undertaking, warranty or representation for or on behalf of SOP-Navigator.
    Governing Law
    This Agreement shall be governed and construed in all respects in accordance with the laws of Singapore and, except where restricted by the applicable Law, the parties hereby irrevocably submit to the exclusive jurisdiction of the courts of Singapore.
    Electronic agreement
    You acknowledge and agree that:
    • by clicking on the "I Agree" field (or any similar field or link designated to indicate your acceptance of this Agreement or any other terms, conditions, notices and disclaimers published, displayed or otherwise provided to you from time to time, you are entering into a legally binding contract;
    • if you are a corporation/business institution, you are authorised to represent that corporation/business institution;
    • a printed version of this Agreement will be admissible in judicial, administrative or arbitral proceedings; and
    • you waive any rights to originally execute by hand this Agreement.
    Language
    This Agreement shall only be produced in the English language. If English is not your first language, it is your responsibility to have this Agreement translated by a professional translator. SOP-Navigator shall not be held responsible for any errors, omissions or misunderstandings arising from or as a result of any translation of this Agreement.
    Contact
    Any questions, complaints or other concerns in relation to this Agreement should be directed to SOP-Navigator:

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