Terms and Conditions

These terms and conditions (the “Terms and Conditions”), including the Privacy Policy and other documents referred to in these terms and conditions (the “Agreement”) is a legal agreement between you (hereinafter, “you” or “your”) and Udrus – NEOM GmbH., hereinafter referred to Udrus (“Udrus”), respecting your use of the Services as described herein.

BY INDICATING YOUR ACCEPTANCE BY CLICKING ON THE APPROPRIATE BUTTON WHEN SIGNING UP FOR THE SERVICES, AND THEREAFTER BY USING THE SERVICES, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT ACCEPT AND AGREE TO BE BOUND BY THE AGREEMENT DO NOT ACCESS OR USE THE UDRUS FEATURES.

Except where prohibited by applicable law Udrus may change the terms and conditions of this Agreement at any time by posting updated terms on the Udrus.com. You are responsible for monitoring the Udrus website for any such changes and for reviewing such changes. Your continued access to or use of the Udrus.com features and tools after any changes to the Agreement indicates your acceptance of such changes.

If you have any questions or concerns about the terms of this Agreement, please contact us at info@udrus.com.

1. Definitions

In these Terms and Conditions:

• “Access Information” has the meaning set out in Section 6.


• “Agreement” has the meaning set out in the first paragraph of these Terms and Conditions.


• “Applicable Law” means any domestic or foreign law, rule, statute, subordinate legislation, regulation, by-law, order, ordinance, protocol, code, guideline, treaty, policy, notice, direction or judicial, arbitral, administrative, ministerial or departmental judgment, award, decree, treaty, directive, or other requirement or guideline published or in force at any time during the term of this Agreement which applies to or is otherwise intended to govern or regulate any person (including any Party), property, transaction, activity, event or other matter, including any rule, order, judgment, directive or other requirement or guideline issued by any Governmental or Regulatory Authority


• “Application” has the meaning set out in Section 2(a)(ii).


• “Udrus Partner” means any educational institution, company, organization, association or individual that has entered into an agreement with Udrus to use or promote the Udrus services, or to enable their employees or students to use or promote the Udrus portal.


• “Udrus functions” means the Udrus website and the Services, including the Content therein, as modified from time to time.


• “Confidential Information” means information considered confidential or proprietary by Udrus, including the Udrus functions, its business plan and strategy, any design, prototype, compilation of information, data, program, method, invention, license, technique or process, information relating to any Udrus service, Udrus’s software, website and web platform, client and user information, financial information, marketing information, intellectual property, business opportunities, or research and development.


• “Content” has the meaning set out in Section 2(a)(i).


• “De-identified Data” has the meaning set out in Section 5.


• “Governmental or Regulatory Authority” means any national, provincial, territorial, state, county, municipal, quasi-governmental or self-regulatory department, authority, organization, agency, commission, board, tribunal, dispute settlement panel or body, bureau, official, minister, Crown corporation, or court or other law, rule or regulation-making entity having or purporting to have jurisdiction over Udrus, you or any other person, property, transaction, activity, event or other matter related to this Agreement, including subdivisions of, political subdivisions of and other entities created by, such entities


• “Party” means each of Udrus and you, and “Parties” means Udrus and you collectively.


• “Personal Information” means information about an identifiable individual.


• “Privacy Policy” has the meaning set out in Section 4(e).


• “Program” means a study program, language programs, summer camps, including one of the academic programs or a program specifically designed to transition international students (sometimes referred to as a pathway program), offered by the Udrus Partners.


• “Recruiter” means any individual or entity that you engage to represent you to submit an Application using the Udrus functions.


• “Services” has the meaning set out in Section 2.


• “Submission” has the meaning set out in Section 11(a).


• “Terms and Conditions” has the meaning set out in the first paragraph of these terms.


• “Your Data” has the meaning set out in Section 4(a)(i).

2. Services

• Udrus services described in this Section 2 (collectively referred to as the “Services”) consist of the following:
  
  
  
  • Udrus will provide access to certain information, material or content (including, pricing, features, promotion and information of third parties) contained on or provided through the Udrus website (the “Content”) to provide information to assist you through the process of becoming a student at certain Udrus Partners world wide, including Program information;
  
  
  • Udrus will provide you with the ability to input Your Data into the Udrus functions and will act as an intermediary to pass Your Data to the applicable Udrus Partners in order to enable you to apply to Programs offered by such Udrus Partners (each, an “Application”); and
  
  
  • Udrus will facilitate an Application by, on a case-by-case basis, assisting you with communications with the applicable Udrus Partners, passing through Application fees and other payments associated with an Application, and providing guidance and advice associated with an Application.
  
  
  
  


• Please note that the Services, as described above, are subject to the terms and conditions in this Agreement, and in particular the “Disclaimers” set out in Section 17 below.

3. License to Use the Udrus Functions

Subject to the terms and conditions in the Agreement and any restrictions contained in the Content, Udrus hereby grants you a personal, non-exclusive, revocable, non-transferable license to access the Udrus functions solely for the purposes of using the Services, view the Content, and submit an Application to Udrus Partners.

4. Your Data

• Your Data Must be Complete and Accurate
  
  
  
  • provide up-to-date complete and accurate Personal Information and other data submitted by you to the Udrus functions or otherwise provided to Udrus, including name information, contact information, citizenship and legal status, gender, date of birth, email address, telephone number, home and mailing address, marital status, emergency contact information, financial information, education qualification, employment information, educational information, transcript, English or French test score, passport and/or other identification details, information required for visa application, including financial and medical information (“Your Data”), as requested by Udrus on www.udrus.com, and as required to process your Application;
  
  
  • where payment is required, provide up-to-date, complete and accurate payment information as required by Udrus or Udrus’ third party payment processor, as applicable (which may include a valid PayPal or Stripe account, or credit card information for a credit card that is valid and legally registered to you); and
  
  
  • OBTAIN ALL RELEVANT PERMISSIONS FROM ANY AFFECTED THIRD PARTY, SUCH AS YOUR EDUCATIONAL INSTITUTION, FOR Udrus TO COLLECT YOUR DATA.
  
  
  
  
  
  
  • Nothing herein transfers any ownership of Your Data to Udrus in its original form.
  
  
  
  
  
  
  • In order to use the Udrus functions, you must:
  
  
  • Ownership of Your Data
  
  
  
  

• Quality of Your Data and Feedback
  
  
  
  • Without limiting the foregoing, Udrus does not assess Your Data for quality or otherwise. Udrus, Udrus Partners and other third parties to whom Udrus is permitted to pass Your Data under this Agreement, may rely on the accuracy of Your Data provided by you to the Udrus functions.
  
  
  • Any feedback that you receive respecting Your Data is not as the result of any specific examination of the data by Udrus, or any judgment exercised by Udrus respecting Your Data, but rather is solely based on the compliance requirements of Udrus Partners.
  
  
  
  


• Consent to Processing of Your Data

An integral part of the Udrus functions entails the collection, processing, transmission and disclosure of Your Data by Udrus, Udrus Partners and their service providers, and you hereby specifically consent to:

• Udrus provision of Your Data to any Udrus, visa agencies, English and French test score organizations, professional bodies, service providers to Udrus (including our hosting providers and payment processors) as part of the provision of the Udrus functions to you, and Governmental or Regulatory Authorities;


• communications from Udrus (including e-mail communications, both marketing and informational) respecting the Udrus functions, and Udrus products and services; and


• collection, use and other processing activities as set out in Udrus Privacy Policy

Your Personal Information will be handled in accordance with Udrus’s Privacy and Cookies Policy accessible via the following link: https://www.udrus.com/privacy-policy (the “Privacy Policy”). Notwithstanding the foregoing, Udrus reserves the right at all times to disclose any Personal Information as it deems necessary to satisfy any Applicable Law, legal process or requirements of a Governmental or Regulatory authority.

• Storage of Your Data in Other Jurisdictions

You acknowledge that, due to the nature of the Udrus functions, Your Data uploaded to the Udrus functions may be hosted on servers residing in jurisdictions other than Germany, over which Udrus has no direct control. By using the Udrus functions, Your Data may become, during the period that Your Data is hosted on such servers, subject to the Applicable Laws of the jurisdiction in which such servers reside or to the terms of agreements respecting the hosting of data on such servers.

5. De-Identified Data

Udrus may also use itself or provide to third parties, Your Data, and any data regarding your use of the Udrus functions, in aggregated form, in a manner that does not identify you (“De-Identified Data”), subject to Udrus’s Privacy Policy, for Udrus’s business uses, including for the purposes of enhancing and fixing the Udrus functions, performing analytics, marketing the Udrus functions to third parties, and selling such De-Identified Data for profit. Udrus will own any and all intellectual property rights in the output of Udrus’s use of any such De-identified Data.

6. Your Access Information

Udrus will provide you with certain information to allow you to use the Udrus functions, such as one or more user IDs and passwords and/or the ability to create user IDs and/or passwords (the “Access Information”). The Access Information is provided on the understanding that it is personal to you; you will not permit anyone other than you or your authorized representatives to obtain access to the Udrus Website using the Access Information.

7. Your Representations and Warranties

You covenant, represent and warrant that:

• you have reached the age of majority in your jurisdiction of residence and have the legal authority to create a binding legal obligation;


• you will not permit anyone other than yourself or your authorized designate to obtain access to the Udrus functions through your Udrus account or otherwise using your Access Information;


• you will only use the Udrus functions in accordance with this Agreement and Applicable Law;


• you will comply with all applicable intellectual property laws in your use of the Udrus functions and not infringe, violate or misappropriate the intellectual property rights of any third party;


• you will comply with any Udrus Partner policies and procedures applicable to your Application;


• Your Data is true, accurate, current and complete, and if it becomes inaccurate, that you will promptly notify Udrus or update Your Data on the Udrus functions;


• to the extent that you engaged a Recruiter to provide Your Data on your behalf for the purposes of using the Udrus functions: (A) that the Recruiter has a legitimate educational interest in access to your educational records and information (the “Educational Records”); and (B) in the U.S. the Recruiter may have access to such Educational Records subject to and in accordance with 34 F.R. 99.31(a)(1)(B);


• you will not solicit any immigration or visa related advice, at any stage of a visa application or proceeding (including prior to a visa application being made), from a Recruiter unless you have confirmed that the Recruiter complies with Applicable Law in the country to which you are applying and, if required, confirming that the Recruiter has a registration pursuant to such Applicable Law;


• you will not pay a related fee or other consideration to any unauthorized Recruiters for any immigration or visa related advice unless they have confirmed to you that they are qualified under Applicable Law;


• you will be solely responsible for all activities with respect to the Udrus functions undertaken by you or your designates;


• you will not use the Udrus functions to provide commercial services to, or for the benefit of, any third party;


• you have the right and the authority to enter into this Agreement, to grant the rights and licences referred to in this Agreement, to use the Udrus functions, and to post or upload any content to Udrus’s website or otherwise provide such content and Your Data to Udrus;


• you have all legal rights necessary to use the Udrus functions, both in the jurisdiction in which you are located and in the jurisdiction where the Udrus Partner you are applying to is located, including the right to access the Content, and the right to make the Application and provide Your Data;


• you are not located in a country that is subject to a German Government embargo or sanctions that would prevent your from becoming a student;


• you are not listed on any German Governmental or Regulatory Authority lists of prohibited or restricted parties;


• you agree to obtain all authorizations necessary from all third parties for your use of any third-party data in conjunction with the Udrus functions;


• you will ensure that your use of the Udrus functions does not interfere with, degrade, or adversely affect any software, system, network or data used by any person including Udrus and other users of the Udrus functions (including by ensuring that you do not upload any viruses or other harmful code in using the Udrus functions or by placing an undue burden upon the CPUs, servers or other resources used to provide the Udrus functions);


• you will not in any way use the Udrus functions to commit or attempt to commit a crime or facilitate the commission of any crime or other illegal or tortious acts, including any infringement of intellectual property rights, any fraudulent activities, any deceptive impersonation, or any activities that violate any third party’s privacy rights;


• you will not interfere with or in any manner compromise any of Udrus security measures;


• you will not alter, modify, delete, or otherwise interfere with or in any manner compromise any Content or features accessible through the Udrus functions, including, the forms, Content delivery and display functionality of the Udrus website;


• you will cooperate with Udrus and provide information requested by Udrus to assist Udrus and any Governmental or Regulatory Authorities in investigating or determining whether there has been a breach of this Agreement or Applicable Law; and


• you will comply with the terms and conditions of any agreements entered into between you and any third party (including the Udrus Partners, the service providers for any Internet services you use in conjunction with the Udrus functions, and the hardware providers for any mobile device or other computing equipment through which you use the Udrus functions), and to the extent that such agreements impose additional restrictions respecting your use of the Udrus functions (whether by reason of usage limitations or otherwise), you will use the Udrus functions in compliance with such restrictions.

8. Restrictions and Limitations on Your Use of the Udrus Functions

• Access to Programs
  
  
  
  • You acknowledge that only certain Udrus Partners have agreements with Udrus to enable you to make an Application to such Udrus Partners through the Udrus functions, and that not all educational study programs of such Udrus Partners may be offered as being Programs available to you using the Udrus functions.
  
  
  
  


• Usage Policies
  
  
  
  • The Udrus functions will be subject to the usage policies as provided to you by Udrus from time to time, including in electronic form by posting on Udrus’s website. Such policies may include limitations on data storage space, and equipment and/or software requirements. You are solely responsible for compliance with such policies.
  
  
  
  


• Equipment
  
  
  
  • You are solely responsible for the selection, implementation, installation, maintenance and performance of any and all equipment, software and services used in conjunction with using the Udrus functions (except for Udrus’s computer systems and networks), including your choice and use of your Internet Service Provider.
  
  
  
  


• Data Integrity and Back-up
  
  
  
  • You acknowledge and agree that Udrus cannot guarantee data integrity, and that it is solely your responsibility to back-up any of Your Data that you use in conjunction with the Udrus functions.
  
  
  
  


• Not for Time Sensitive Applications
  
  
  
  • The Udrus functions is not developed or licensed for use in any inherently dangerous, time-sensitive, or mission critical manner.
  
  
  
  


• Restrictions on Udrus Website Use
  
  
  
  • copy, reproduce, modify, enhance, improve, alter, reverse engineer, disassemble, deconstruct, translate, decrypt, reverse compile or convert into human readable form the Udrus functions, or any part thereof;
  
  
  • distribute, assign, license, sublicense, lease, rent, transfer, sell or otherwise provide access to the Udrus functions, in whole or in part, to any third party on a temporary or permanent basis;
  
  
  • remove, deface, cover or otherwise obscure any proprietary rights notice or identification on the Content (including without limitation any copyright notice);
  
  
  • use the functions in any way inconsistent with the use parameters for the Udrus functions;
  
  
  • attempt to hack the Udrus functions or any communication initiated by or made through the Udrus functions or to defeat or overcome any encryption or other technical protection methods implemented with respect to the Udrus functions, data or Content or programming transmitted, processed or stored by Udrus or other users of the Udrus functions;
  
  
  • collect any information or communication about the users of the Udrus functions, by monitoring, interdicting or intercepting any process of or communication initiated by the Udrus website or by developing or using any software or any other process or method that engages or assists in engaging in any of the foregoing;
  
  
  • use any type of bot, spider, virus, clock, timer, counter, worm, software lock, drop dead device, packet-sniffer, Trojan-horse routing, trap door, time bomb or any other codes or instructions that are designed to be used to provide a means of surreptitious or unauthorized access to the Udrus functions or any computer system or that are designed to monitor, distort, delete, damage or disassemble the Udrus functions or its ability to communicate and perform the Services; or
  
  
  • authorize, permit or otherwise acquiesce in any other party engaging in any of the activities set forth in this Section 8, or attempting to do so.
  
  
  
  
  
  
  • You will not:
  
  
  
  

9. Changes to Terms and Conditions; Changes to Udrus Functions; Right to Edit and Remove Your Data; Suspension or Termination

• Changes to Terms and Conditions
  
  
  
  • Udrus reserves the right to change these Terms and Conditions at any time without notice. Your continued access to or use of the Udrus Functions after any changes to these Terms and Conditions indicates your acceptance of such changes. It is your responsibility to review these Terms and Conditions regularly.
  
  
  
  


• Changes to the Udrus Functions
  
  
  
  • Udrus reserves the right to change, suspend or discontinue the Udrus Functions at any time, including the availability of any Content at any time, and from time to time, without notice offered by Udrus.
  
  
  
  


• Right to Edit and Remove Your Data
  
  
  
  • Notwithstanding anything to the contrary herein, Udrus reserves the right to review Your Data stored in files or programs on Udrus’s servers to verify your compliance with this Udrus. Udrus has the right to edit or remove any of Your Data that, in Udrus’s sole discretion, Udrus believes may be unlawful, obscene, abusive, or otherwise objectionable.
  
  
  
  


• Suspension or Termination
  
  
  
  • Udrus may impose limits on the Udrus Functions or terminate or restrict your access to parts or all of the Udrus Functions without liability. Where feasible, Udrus will provide you with advance notice of such changes, limitations or discontinuance; however, you acknowledge that such notice may not be feasible in all circumstances, and that Udrus will have no liability whatsoever for its failure to provide such notice to you.
  
  
  • Udrus reserves the right to revoke your access to the Udrus Functions for any abusive conduct or fraudulent use of the Udrus Functions and to cease the Udrus Functions temporarily or permanently, if your use of the Udrus Functions constitutes, in Udrus’s sole discretion, a threat to Udrus or any third party’s computer systems, networks, files, materials or other data, or a breach of this Agreement.
  
  
  • Without limiting other remedies, Udrus may limit your activity, issue a warning, temporarily suspend, indefinitely suspend or terminate your account and refuse to provide Udrus Functions to you if: (a) you breach this Agreement or the documents it incorporates by reference; (b) Udrus is unable to verify or authenticate any information you provides; or (c) Udrus believes that your actions may cause financial loss or legal liability for you, Udrus Partners, other users or Udrus. The above-described actions are not Udrus’s exclusive remedies and Udrus may take any other legal, equitable or technical action it deems appropriate in the circumstances. Udrus will not have any liability to you or any third party in relation to the termination of this Agreement for any reason whatsoever.
  
  
  
  


• Investigations
  
  
  
  • Udrus reserves the right to investigate suspected violations of this Agreement.
  
  
  • You will cooperate with: (A) Governmental or Regulatory Authorities in the investigation of suspected criminal violations; (B) Udrus Partners investigating academic fraud or other misdemeanours, relating to your Application or otherwise; and (C) system administrators at Internet service providers, networks or computing facilities, and other content providers, in order to enable Udrus to enforce the terms and conditions of this Agreement.
  
  
  
  

10. Your Obligation to Report Errors

You will promptly and accurately report to Udrus any actual or apparent errors, problems, nonconformities or other difficulties with the Udrus Functions, along with any other information reasonably requested by Udrus to aid in resolving such errors, problems, nonconformities or other difficulties, and hereby consent to the collection, processing, transmission and disclosure of such information by Udrus for the purposes of Udrus’s internal use to improve the Udrus Functions or other Udrus products or services.

11. Submissions

• Any suggestions, bug reports or other communications respecting the functionality of the Udrus Functions or Udrus’s website that you transmit to Udrus by any means (each, a “Submission”), are considered non-confidential and may be disseminated or used by Udrus or any third party without compensation or liability to you for any purpose whatsoever, whether for inclusion as part of the Udrus Functions or otherwise.


• You hereby grant Udrus, its affiliates and successors a perpetual, worldwide, non-exclusive, royalty-free, sublicensable and transferable license to use, copy, distribute, transmit, modify, develop, prepare derivative works of any Submission on, through or in connection with the Service, including for promoting, improving and developing the Udrus Functions. This provision does not apply to Personal Information that is subject to Udrus’s Privacy Policy.

12. Fees, Payment and Taxes

• Fees
  
  
  
  • You will pay all applicable fees in connection with the Udrus Functions, as set forth in Udrus’s standard price list, as set forth on Udrus’s website or as otherwise provided to you. Fees are quoted and payable in Euro.
  
  
  • Udrus may require you to pay an Application processing deposit depending on the country from which you are applying, other characteristics applicable to applicants, and the related likelihood of an Application being successful due to Governmental or Regulatory Authority visa approvals. The details regarding the Application processing deposit and countries to which it will apply may be viewed on the Udrus website, and may be changed by Udrus from time to time. The situations where an Application processing deposit is refundable and situations where an Application processing deposit will NOT be returned to you are set out on the Udrus Website. THE SITUATIONS WHERE AN APPLICATION PROCESSING DEPOSIT WILL NOT BE RETURNED TO YOU INCLUDE THE FOLLOWING SITUATIONS, IF: (A) YOU FAIL TO PROVIDE THE REQUIRED DOCUMENTS TO PROCESS THE APPLICATION; (B) YOUR VISA APPLICATION IS REJECTED; OR (C) YOU CANCEL YOUR APPLICATION BEFORE AN ADMISSION DECISION IS RECEIVED.
  
  
  • Certain fees charged by Udrus under this Agreement are set by Udrus Partners or other third parties, and Udrus has no control over the fee amount, but simply remits such fee directly to the applicable Udrus Partner or third party, and that payment obligations are therefore non-cancellable and fees paid are non-refundable.
  
  
  • Udrus reserves the right to modify such fees, upon reasonable notice, which may be performed by updating Udrus’s standard price list, as set forth on Udrus’s website.
  
  
  • Your use of the Udrus Functions following such changes constitutes your acceptance of any new or increased charges.
  
  
  
  


• Fee Payment
  
  
  
  • Where you pay fees by means of a credit card, you authorize Udrus or its third-party payment processor to automatically charge you for any and all fees incurred by you for Udrus Functions. If your credit card is rejected for any reason, you will be responsible for any fees and charges associated with such rejection.
  
  
  • The foregoing will not limit Udrus’s ability to exercise any rights available to it in law or equity respecting the collection of any amounts payable hereunder, and you will also be responsible for paying for all reasonable fees and costs incurred by Udrus, including legal fees, in collecting any overdue amounts or enforcing any provision of this Agreement.
  
  
  • Without limiting the foregoing, Udrus reserves the right not to process any Application or portion thereof prior to obtaining full payment of fees from you.
  
  
  
  


• Interest on Late Payments
  
  
  
  • In addition to any other rights and remedies available to Udrus, Udrus will be entitled to charge interest on all outstanding amounts at the lesser of 1.5% per month or the maximum rate permitted by Applicable Law, such interest commencing as of the due date for such payment.
  
  
  
  


• Taxes
  
  
  
  • You are responsible for, and will pay all taxes relating to this Agreement, excluding any taxes based on the net income of Udrus. Unless otherwise indicated, all amounts payable by you under this Agreement are exclusive of any tax, duty, levy, or similar government charge that may be assessed by any jurisdiction, whether based on gross revenue, the delivery, possession or use of the Udrus, the execution of this Agreement or otherwise.
  
  
  • If you are required to withhold any taxes from payments owed under this Agreement, the amount of payment due will automatically be increased to offset such tax, so that the amount actually remitted to Udrus will equal the amount due.
  
  
  • You will promptly furnish Udrus with copies of all official receipts evidencing payment of taxes due under or in relation to this Agreement to the appropriate taxing authority.
  
  
  
  

13. Confidential Information

• You must keep the terms of this Agreement and all information provided by Udrus confidential, except to the extent required to perform the Recruitment Services.


• You acknowledge that, during the course of the term of this Agreement, you may be exposed to Confidential Information.


• At all times during the Term and at all times following termination of this Agreement, whether voluntary or involuntary:
  
  
  
  • you will maintain all Confidential Information in strict confidence, will take all necessary precautions against unauthorized disclosure of the Confidential Information, and will not directly or indirectly, disclose, allow access to, transmit or transfer any Confidential Information to a third party without the knowledge and express written consent of Udrus;
  
  
  • you will not use, disclose or reproduce the Confidential Information except as reasonably required in the receipt of the Services and with the knowledge and express written consent of Udrus; and
  
  
  • you will advise Udrus immediately in writing of any misappropriation, disclosure, conversion or misuse by any person of any Confidential Information of which you may become aware.
  
  
  
  


• Subject to Udrus’s ability to disclose Your Data as permitted under this Agreement, Udrus will use reasonable commercial endeavours to safeguard Your Data and keep it confidential, while Your Data is in Udrus’s control, including implementing organisational and technical measures to protect your Personal Information. Udrus may also retain and disclose Your Data to: (i) Governmental or Regulatory Authorities to the extent required by Applicable Law: (ii) its professional advisors to the extent required to: (A) enable Udrus to fulfil its obligations pursuant to Applicable Law; or (B) defend or bring a claim relating to a breach of this Agreement.


• The non­disclosure obligations under this Agreement will not apply to information which a Party can establish:
  
  
  
  • is, or becomes, readily available to the public other than through a breach of this Agreement;
  
  
  • was disclosed, lawfully and without breach of any contractual or other legal obligation, to a Party by a third party without any confidentiality obligation attached to such information;
  
  
  • was lawfully known to a Party without any confidentiality obligation prior to receipt of the information; or
  
  
  • was independently developed or discovered by a Party outside of the course of such Party’s performance of their obligations under this Agreement, without any reference to any Confidential Information obtained directly or indirectly from the disclosing Party.
  
  
  
  


• You will immediately return to Udrus all Confidential Information which is in your possession or control upon the earlier of a request by Udrus or the termination of this Agreement (whether voluntary or involuntary).


• Damages may not be an adequate remedy to compensate Udrus for any breach of your obligations contained herein, and accordingly you agree that in addition to any and all other remedies available, Udrus will be entitled to obtain relief by way of a temporary or permanent injunction to enforce your obligations.

14. Term and Termination

• This Agreement will commence upon your acceptance of these Terms and Conditions on the Udrus website.


• This Agreement may be terminated by either Party for any reason, without cause, upon 30 days’ written notice addressed to the other Party.


• This Agreement may be terminated by Udrus immediately upon notice for cause if:
  
  
  
  • you commit a material breach of this Agreement and fail to rectify the breach within 30 calendar days of Udrus delivering notice of the breach; or
  
  
  • you commit a breach of any of your representations in this Agreement; or
  
  
  • if Udrus is prevented from providing any portion or all of the Udrus Functions due to: (A) your acts or omissions in breach of this Agreement; (B) acts or omissions of any third party (including any Udrus Partner); or (C) any Applicable Law or ruling issued in any form whatsoever by a Governmental or Regulatory Authority.
  
  
  
  

15. Effect of Termination or Expiry

• Upon any termination or expiry of this Agreement for any reason (whether by you or by Udrus), you must cease all use of the Udrus Functions.
  
  
  
  • Termination or expiry of this Agreement, for any reason, will not affect your payment obligation for any fees accrued hereunder or payments owing prior to the effective date of termination or expiry.
  
  
  • The termination of this Agreement by either Party does not affect any accrued rights or remedies of either Party.
  
  
  • Any provision of this Agreement which expressly states that it is to continue in effect after termination or expiration of this Agreement, or which by its nature would survive the termination or expiration of this Agreement, including this Section 16, will do so.
  
  
  
  

16. Disclaimers

• DISCLAIMER OF IMPLIED WARRANTIES
  
  
  
  • THE Udrus Functions, INCLUDING FOR GREATER CERTAINTY, THE CONTENT, AND REFERENCES, LINKS AND INFORMATION IN THE CONTENT, IS PROVIDED TO YOU “AS IS” WITHOUT WARRANTY OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, SECURITY OR ACCURACY.
  
  
  
  


• YOUR RELIANCE ON CONTENT
  
  
  
  • Udrus HAS NO SPECIAL RELATIONSHIP WITH OR FIDUCIARY DUTY TO YOU, AND YOU ACKNOWLEDGE THAT Udrus HAS NO CONTROL OVER, AND NO DUTY TO TAKE ANY ACTION REGARDING ANY ACTS OR OMISSIONS TAKEN BY YOU OR ANY OTHER USER OF THE Udrus Functions, INCLUDING HOW YOU OR ANY OTHER USER MAY INTERPRET OR USE CONTENT ACCESSED OR DEVELOPED THROUGH THE Udrus Functions, OR WHAT ACTIONS YOU MAY TAKE AS A RESULT OF HAVING BEEN EXPOSED TO CONTENT OBTAINED THROUGH THE Udrus Functions.
  
  
  • THE CONTENT ON THE Udrus Functions INCLUDES REFERENCES TO THIRD PARTIES, INCLUDING THE Udrus PARTNERS, LINKS TO THIRD PARTY WEBSITES OR DOCUMENTS, AND INCORPORATES INFORMATION OBTAINED FROM THIRD PARTIES, INCLUDING Udrus PARTNERS. CONTENT MAY ALSO BE CREATED BY Udrus BASED ON SUCH THIRD PARTY INFORMATION, WHICH MAY CHANGE FROM TIME TO TIME WITHOUT NOTICE TO Udrus.
  
  
  • THE Udrus Functions MAY PROVIDE LINKS TO THIRD PARTY WEBSITES, INCLUDING, WITHOUT LIMITATION, THOSE OF EDUCATIONAL INSTITUTIONS. THESE LINKS ARE PROVIDED SOLELY FOR YOUR CONVENIENCE AND FOR THE CONVENIENCE OF OTHER USERS OF THE Udrus Functions. WE DO NOT ENDORSE THE INFORMATION, PRODUCTS OR SERVICES DESCRIBED ON THOSE WEBSITES OR GUARANTEE THEIR QUALITY, ACCURACY, RELIABILITY, COMPLETENESS, CURRENCY, TIMELINESS, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR ANY PURPOSE. THE CONTENT IN ANY LINKED WEBSITE IS NOT UNDER OUR CONTROL AND DOES NOT FORM PART OF THE Udrus Functions, AND IF YOU CHOOSE TO ACCESS ANY SUCH WEBSITE, YOU DO SO ENTIRELY AT YOUR OWN RISK.
  
  
  • Udrus ASSUMES NO RESPONSIBILITY FOR ANY ERRORS, OMISSIONS, INACCURACIES, EFFECTIVENESS, STANDARDS COMPLIANCE, COPYRIGHT COMPLIANCE, LEGALITY, DECENCY, OR ANY OTHER ASPECT OF THE CONTENT PROVIDED THROUGH THE Udrus Functions.
  
  
  • UNDER NO CIRCUMSTANCES WILL Udrus BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY YOUR RELIANCE ON CONTENT OBTAINED THROUGH USE OF THE Udrus Functions, INCLUDING ANY THIRD PARTY LINKED SITE (INCLUDING ANY OPINIONS, STATEMENTS OR ADVICE).
  
  
  • IT IS YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS AND USEFULNESS OF ANY CONTENT PROVIDED, AND USE OF THE Udrus Functions IS SOLELY AT YOUR OWN RISK.
  
  
  • Udrus WILL HAVE NO LIABILITY WHATSOEVER RESPECTING ANY CLAIM BY YOU OR ANY THIRD PARTY WHOSE CONTENT IS COLLECTED IN YOUR USE OF THE Udrus Functions, WHETHER RELATED TO PRIVACY OR OTHERWISE, IN RELATION TO Udrus USE OF YOUR DATA TO PROVIDE THE Udrus Functions.
  
  
  
  


• Control of Third Parties
  
  
  
  • Udrus has no control over Udrus Partners or any other entity granting visas, admissions, permits or other authorizations in connection with the Application; you acknowledge that the success of your Application is solely within the control of such third parties, not Udrus, and therefore release Udrus from all liability in relation to your Application.
  
  
  
  


• Rejection of Applications
  
  
  
  • Udrus is not responsible in any way for your Application, mistakes in Your Data, or your failure to obtain entrance to your selected Program(s) or Udrus Partner(s).
  
  
  
  


• Issues with Udrus Partners
  
  
  
  • All issues respecting Applications, Programs, and your failure to comply with Udrus Partner policies, are solely as between you and the applicable Udrus Partner, and Udrus bears no responsibility or liability in relation to such matters.
  
  
  
  


• Inability to Access Country
  
  
  
  • You are solely responsible for fulfilling any entry requirements necessary to gain admission into the country where your Program is located in compliance with Applicable Law and any requirements of Governmental or Regulatory Authorities.
  
  
  
  


• Service Providers
  
  
  
  • Although Udrus has made reasonable efforts to verify that its agreements with its service providers are reasonably protective of Your Data, you acknowledge that Udrus has no liability for any acts or omissions of third parties in relation to such servers and the data stored on them. You therefore hereby release Udrus from all liability for any governmental or third party action taken in such jurisdictions with respect to such information and data or the servers on which Your Data resides, and you acknowledge that you retain sole responsibility to back up and retain copies of such information and data.
  
  
  
  


• Unauthorized use of Access Information
  
  
  
  • Udrus is not responsible or liable in any way for any use of the Udrus Functions (authorized or unauthorized) by any third party accessing the Udrus Functions using your Access Information, and you accept all responsibility for such use of the Udrus Functions and any consequences resulting from such use of the Udrus Functions.
  
  
  
  


• Use for Time Sensitive Applications
  
  
  
  • You agree that Udrus will not be liable for any claims or damages arising from such use if you use the Udrus Functions for a time sensitive use.
  
  
  
  


• Availability of the Udrus Functions
  
  
  
  • Udrus WILL HAVE NO LIABILITY WHATSOEVER TO YOU OR ANY PARTY CLAIMING BY OR THROUGH YOU FOR THE TIMELINESS OR CONTINUED AVAILABILITY OF THE Udrus Functions.
  
  
  
  


• Applicable Law
  
  
  
  • Some jurisdictions do not allow the exclusion of certain warranties or liability, so the above limitations or exclusions may not apply to you.
  
  
  
  


• Viruses
  
  
  
  • The downloading and viewing of Content is done at your own risk. Udrus cannot and does not guarantee or warrant that the Udrus Functions or the Content are compatible with your computer system or that the Udrus Functions, or any links from the Udrus Functions or the Content, will be free of viruses, worms, trojan horses or disabling devices or other code that manifests contaminating or destructive properties. You are responsible for implementing safeguards to protect the security and integrity of your computer system, and your are responsible for the entire cost of any service, repairs or connections of and to your computer system that may be necessary as a result of your use of the Udrus Functions.
  
  
  
  


• Communications Not Confidential or Secure
  
  
  
  • Udrus does not guarantee the confidentiality of any communications made by your through the Udrus Functions, over the internet or over the telephone. Although Udrus generally adheres to the accepted industry practices in securing the transmission of data to, from and through the Udrus Functions, you understand, agree and acknowledge that Udrus cannot and does not guarantee the security of data transmitted over the Internet or public networks in connection with your use of the Udrus Functions.
  
  
  
  

17. Your Indemnities

You will indemnify, defend and hold harmless Udrus, and all of its officers, directors, employees and agents, its parent company, subsidiaries and affiliates, from and against any claims, causes of action, demands, recoveries, losses, damages, fines, penalties or other costs or expenses of any kind or nature, including reasonable legal and accounting fees, directly or indirectly due to, arising out of or in connection with:

• your access to the Udrus Functions, and any reliance on any Content obtained by you through the Udrus Functions; or


• your unauthorized use or misuse of the Udrus Functions; or


• your breach of this Agreement; or


• the infringement, violation or misappropriation by you, or any third-party obtaining access to the Udrus Functions through your Access Information, of any intellectual property or other right of any third person or entity; or


• your violation of any Applicable Laws.

18. Limitation of Liability

• To the maximum extent permitted under Applicable Law, in no event will Udrus be liable, whether based on warranty, contract, tort, negligence, strict liability or any other legal theory, for any indirect, incidental, consequential, special, exemplary or punitive damages, lost profits, loss of use, loss of data, personal injury, fines, fees, penalties or other liabilities, whether or not Udrus is advised of the possibility of such damages, resulting from or related to the use of, or the inability to make use of, the Udrus Functions.


• To the maximum extent permitted under Applicable Law, in no event will the total aggregate liability of Udrus in connection with or under this Agreement or your use of, or inability to make use of, the Udrus Functions, or for any other claim related in any way to your use of, or inability to make use of, the Udrus Functions exceed the sum of €1,000 Euros. For greater certainty, the existence of one or more claims under this Agreement will not increase the maximum liability amount.


• Nothing in this Agreement limits Udrus liability for fraud, personal injury or death to the extent found to be caused by Udrus negligence or wilful misconduct.


• The limitations in this Section reflect the allocation of risk between the Parties. The limitations specified in this Section will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose.


• SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.

19. General

Except as otherwise provided herein, the Parties rights and remedies under this Agreement are cumulative. The terms “include” and “including” mean, respectively, “include without limitation” and “including without limitation.” The headings of sections of this Agreement are for reference purposes only and have no substantive effect. Any rule of construction to the effect that any ambiguity in this Agreement will be resolved against the drafting party will not be applied to the interpretation of this Agreement.

• Force Majeure
  
  
  
  • Neither Party will be liable for delays caused by any event beyond its reasonable control, except non-payment of amounts due under this Agreement will not be excused by this provision.
  
  
  
  


• Contracting Status
  
  
  
  • Nothing contained in this Agreement will be construed to create or imply a joint venture, partnership, principal-agent, or employment relationship between the Parties. Except as expressly authorized by Udrus in writing, you will neither act nor purport to be acting as the legal agent of Udrus, nor enter into any agreement on behalf of Udrus or otherwise bind or purport to bind Udrus in any manner whatsoever.
  
  
  
  


• Notices
  
  
  
  • Any notices, reports or other communications required or permitted to be given under this Agreement will be in writing, including email, and will be sufficient if delivered by hand or sent by registered mail, courier or facsimile addressed to you or Udrus at the respective addresses as advised in writing. Any such notices, reports, or other communications will be deemed to have been received by the Party to whom they were addressed: (i) upon delivery by hand, (ii) five business days after being sent by registered mail, (iii) upon delivery by courier, as evidenced by the courier receipt, (iv) upon successful receipt confirmation report after being sent by facsimile; or (v) if sent by email, upon receipt by the sender of a delivery receipt confirmation.
  
  
  
  


• No Waiver
  
  
  
  • No waiver by either Party of a breach or omission by the other party under this Agreement will be binding on the waiving Party unless it is expressly made in writing and signed by the waiving Party. Any waiver by a Party of a particular breach or omission by the other Party will not affect or impair the rights of the waiving party in respect of any subsequent breach or omission of the same or different kind.
  
  
  
  


• Severability
  
  
  
  • If any one or more of the provisions of this Agreement will for any reason be held to be invalid, illegal, or unenforceable in any respect, any such provision will be severable from this Agreement, in which event this Agreement will be construed as if such provision had never been contained herein.
  
  
  
  


• Governing Law
  
  
  
  • This Agreement will be governed by and construed under the laws of the Province of Frankfurt am Main, Germany. The Parties hereby waive any right to a trial by jury with respect to any lawsuit or judicial proceeding arising or relating to this Agreement. In construing, interpreting and enforcing this Agreement, choice of law principles will not apply. The Udrus Functions are intended for use only in jurisdictions where they may be lawfully offered for use.
  
  
  • Except as restricted by Applicable Law, Recruiter hereby consents to the exclusive jurisdiction and venue of courts in Frankfurt am Main, Germany in all disputes arising out of or relating to the use of the Udrus Functions.
  
  
  
  


• Entire Agreement/Modification
  
  
  
  • This Agreement constitutes the entire agreement between the Parties and supersedes all previous agreements and understandings relating to the subject matter hereof.
  
  
  
  


• Electronic Agreement
  
  
  
  • You acknowledge and agree that by clicking on the “I AGREE” button (or similar buttons or links as may be designated by Udrus to show your acceptance of this Agreement and/or your agreement to use the Udrus Functions), you are entering into a legally binding contract. You hereby agree to the use of electronic communication in order to enter into contracts, place orders and create other records and to the electronic delivery of notices, policies and records of transactions initiated or completed through the Udrus Functions, including the Application. Furthermore, you hereby waive any rights or requirements under any Applicable Laws in any jurisdiction which require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent permitted under Applicable Law. A printed version of this Agreement and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
  
  
  
  


• English language
  
  
  
  • It is the express will of the Parties that this Agreement and all related documents have been drawn up in English. C’est la volonté expresse des parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais.
  
  
  
  

20. Contact

21. Contact

Any questions regarding this Agreement, or any questions, complaints, claims or other legal concerns relating to Udrus or its business, should be directed to Udrus at:

info@udrus.com

NEOM Gmbh

Neue Mainzer str. 46-50

60311 Frankfurt am Main