EduXGateway | Terms

EduXGateway Terms of Service & Conditions of Use

These Terms of Service, together with the Subscription Agreement, the Data Processing Agreement, the Privacy Policy and the Student Referral Agreement ( collectively the “Agreement”), constitute a legal agreement between EduXGateway Pty Ltd, Australian Company Number 664 421 685, with address Unit 27, 2 O’Connell St, Parramatta, NSW, Australia, 2150 (“EduXGateway”, “we”, “us” or “our”), and a corporation or other legal entity, (the “Client”), or you as an employee, consultant, agent or other permitted individual using the EduX Services, (the “User”), (both referred to as “you” if applicable to both), governing the access to the EduXGateway application, being the EduxGateway App (the “App”) and EduX platforms, being the EduxGateway Customer Relationship Manager (CRM) which includes the Referral Portal and Client Portal (the “Platform”), and the EduXGateway website, which include the course search function which can be found at https://eduxgateway.com/courses?keyword=, (jointly referred to as the “EduX Services”) or any third party app or services provided to you in which the EduX Services have been incorporated or form an integral part of. The content and functionality of the EduX Services are described at www.eduxgateway.com (“Website”).

By accepting the Terms of Service, Data Processing Agreement and Privacy Policy, through such means as clicking the “accept” button, signing the Subscription Agreement, or any other means of acceptance, you agree to be legal bound by these Terms or Service, Data Processing Agreement and Privacy Policy as they may be modified and posted on our Website from time to time.

If you do not agree with these Terms of Service, the Data Processing Agreement and the Privacy Policy, you may not use the EduX Services. These separate agreements can be found at:

Data Processing Agreement: https://eduxgateway.com/data

You agree that using any part of the EduX Services is a form of agreement to these Terms of Service, the Data Processing Agreement and the Privacy Policy.

EduXGateway and the Client or User are each referred to as a “Party”, and jointly referred to as the “Parties”.

If you use the EduX Services in your capacity as an employee, consultant, agent or other representative of a Client, please note that, in case of conflict between these Terms of Service and any separate written agreement between your employer or contracted party and EduXGateway, such agreement shall prevail, to the extent necessary to resolve such conflict.

If you are an appointed representative of the Client you will, by entering into a Subscription Agreement or by using the EduX Services, also legally bind the Client you represent to the terms and conditions stated herein. This will apply irrespective of whether you have entered into an agreement directly with EduXGateway or if you have entered into an agreement with a partner to EduXGateway (“Partner”).

The terms and conditions of these Terms of Service shall apply between you and EduXGateway. In case of conflict between what is stated in the Subscription Agreement and this Agreement, the Subscription Agreement shall prevail.

1. Client Subscriptions:

1.1 The EduX Services:

(a)

The EduX Services’ availability for the Client is subject to the Subscription Agreement

(b)

The Subscription Agreement allows the Client to:

(i)

offer its Users to activate and gain access to the EduX Services; and

(ii)

select “Admin Users”, who are Users with additional administrative privileges, such as access to Users’ personal data, the ability to issue and cancel User Accounts, and other additional functions and content restricted only to Admin Users.

(c)

A requirement for access is that:

(i)

offer its Users to activate and gain access to the EduX Services; and

(ii)

the Client and Users accept these Terms of Service, the Data Processing Agreement and the Privacy Policy.

(d)

he EduX Services are provided as subscriptions and may be accessed by the maximum number of Users and Admin Users purchased according to the Subscription Agreement between the Client and EduXGateway or its duly appointed Partner. Should the number of Client’s registered Users or Admin Users at any time exceed the agreed number of subscriptions set out in the Subscription Agreement, EduXGateway reserves the right to charge the Client for such additional subscriptions in accordance with clause 1.6 below.

(e)

Client’s will be required to provide to EduXGateway their full legal name and company number (if relevant), address, a valid email address, and any other information requested in order to provide the Client with access to the EduX Services.

(f)

All Users and Admin Users must be above the age of 16 years old.

(g)

Clients must agree to the Student Referral Agreement to access the EduX Services.

(h)

For the purposes of these Terms of Service, account or EduXGateway Account means the account that is used to access and/or use the any EduX Service where Admin accounts are issued to Admin Users, and User accounts are issued to Users.

1.2 EduXGateway’s Role

(a)

As part of the EduX Services, EduXGateway displays goods or services sold by third party sellers on its website and allows third party sellers to list and sell their products on EduXGateway’s website. While EduXGateway helps facilitate transactions between you and third partythird-party sellers on its website, EduXGateway is neither the seller not the buyer of these products or services. Accordingly, the contract formed at the completion of a sale for these third partythird-party goods or services is solely between the buyer and the seller. EduXGateway is not a party to this contract nor assumes any responsibility arising out of it.

(b)

EduXGateway uses best efforts to ensure that prices for all products or services displayed on its website are accurate, however, prices for products or services displayed on EduXGateway’s website are determined by the ultimate seller of these products and services and may be subject to change. Accordingly, the price for the relevant product or service will be the price that is agreed between the buyer and the seller when the final agreement is made. This is especially relevant for goods or services that may only be applied for through EduXGateway’s website rather than directly purchased, such as courses offered by universities, private higher education providers or vocational colleges. EduXGateway will not be liable in any instance where a price for a good or service charged by a seller is different from the price as displayed on EduXGateway’s website.

(c)

Goods or services which may be purchased or applied for through EduXGateway’s website are subject to the supplier’s availability to provide or sell the relevant good or service. In the event that a relevant good or service is no longer able to be provided by the relevant supplier (i.e. in relation to goods, all stock has been sold, and in relation to services, the provider no longer has capacity or ability to supply that service) EduXGateway will not be liable to provide that good or service to you.

1.3 Relationship between Client, Users and Admin Users:

(a)

The Client is responsible for ensuring that all contact, email and name details used in connection with the EduX Services are accurate and current during the term of the Subscription Agreement. The Admin Users through their Admin Account, control the day-to-day administration of the User accounts. The Admin Users can cancel access to the EduX Services, enable or disable third party integrations, manage permissions and export settings. These actions may result in changes to the access, use, disclosure, modification or deletion of certain or all Customer Data.

(b)

Invited Users may access the EduX Services and submit content or information (“Customer Data”) subject to the provisions of these Terms of Service. The Client shall ensure that all Users and Admin Users shall comply with these Terms of Service and the Client shall be liable for any breaches of the Terms of Service caused by any acts or omissions of the Users and/or Admin Users as if the Client had carried our such acts or omissions itself.

1.4 Customer Data

(a)

The Client owns all content and data that is added to the EduX Services and shall retain sole ownership of all rights, title and interest in, and to, the Customer Data. The Client has the sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.

(b)

The Client grants EduXGateway the perpetual right to use Customer Data in an anonymized format.

(c)

We have no responsibility for the way in which you choose to use the EduX Services to store or process the Customer Data . In particular, we may now, or in the future, maintain a directory where some non-EduXGateway products are available for integration or you may choose to create your own integration via the application program interface (“API”). We do not warrant or support these products and you decide whether or not you wish to enable them. If you choose to use any third-party integration and we become aware of excessive requests to your account via the API we reserve the right to suspend access to the API. We shall attempt to email you prior to suspension.

(d)

If Customer Data is being passed from, or to, the EduX Services through an API, we will not be responsible for any use, disclosure, modification or deletion of Customer Data that is transmitted, or accessed by, third party products.

10.5

Data Processing and Privacy

(a)

Each party undertakes to comply with its obligation under relevant applicable data protection laws, principles and agreements.

(b)

To the extent that personal data is processed by us on the Client’s behalf when you or Users use the EduX Services, you acknowledge that we are a data processes and the Client is a data controller. The terms of the Data Processing Agreement shall apply to all Customer Data that we process on the Client’s or your behalf.

(c)

All data subject to the Privacy Policy which is provided during the use of the EduX Services will be used by us in accordance with the terms of the Privacy Policy.

(d)

If a third party alleges infringement of its data protection rights, we shall be obliged to take measures necessary to prevent the infringement of a third party’s rights from continuing.

1.6 Right to vary terms of service

(a)

EduXGateway reserves the right to vary these Terms of Service from time to time and will advise you by email when changes are made. You should refer to the Website www.eduxgateway.com/terms for the latest version of the Terms of Service. You shall be deemed to have accepted any variations or amendments unless you inform us in writing at sales@gatewayx.tech of your refusal to accept the variation or amendment within 14 days of its publication. Changes made for legal reasons will be effective immediately. If there is a conflict between these Terms of Service and any later version of the Terms of Service, the later version of the Terms of Service will prevail. If you do not agree to a later version of these Terms of Service, you should discontinue your use of the EduX Services.

1.7 Fees and Payments:

(a)

All fees and charges are charged in accordance with the Subscription Agreement. The fees stated in the Subscription Agreement are based on conditions and prerequisites stated by the Client prior to entering into the Subscription Agreement. If the actual conditions and prerequisites deviate from what the Client has stated and the deviation results in additional work for EduXGateway, EduXGateway has a right to adjust the agreed fee to cover its actual costs for any additional work required to implement and provide the Client with the agreed EduX Services or additional services, as the case may be. If no actual conditions or prerequisites have been agreed, EduXGateway has the right to charge the Client for additional work pertaining to deviations from what EduXGateway reasonably could have expected regarding the Client.

(b)

Fees are based on the agreed EduX Services, and the Client shall pay all fees specified in this Agreement. The fees payable by the Client may consist of a) fixed fees, such as subscriptions, which are due at the end of the billing period as stated in the Subscription Agreement and if not stated in the Subscription Agreement, as stated in this Agreement, and b) usage-based fees, such as SMS costs, which are due in arrears and c) any other fees stated in the Subscription Agreement.

(c)

Except as otherwise specified herein, (i) fixed fees are based on services purchased and not actual usage, (ii) fees paid are non-refundable. EduX Services purchased may be cancelled at any time and the Client shall only be charged for the number of days used. When calculating the number of days used, EduXGateway will calculate the number of days since the last full payment (being a payment resulting in no money being owed to EduXGateway by the Client), and attribute 1/30th of the price of the monthly subscription as specified in the Subscription Agreement for each day since the last full payment. Fees are based on periods that begin on the start date; therefore, fees for additional services added during a relevant term will be charged for the remaining part of such term and prorated on the following invoice. Client shall, unless expressly stated as included in the fixed fee, pay all usage-based fees.

(d)

Additional User subscriptions may be added during the applicable subscription term at the same pricing as that for the pre-existing subscriptions thereunder and prorated in accordance with the calculation contained in clause 1.6(c). The added User subscriptions shall terminate on the same date as the pre-existing subscriptions. User subscriptions are for designated Users only and cannot be shared or used by more than one (1) User but may be reassigned to new Users replacing former Users who no longer require ongoing use of the EduX Services.

(e)

Any User subscriptions registered by the Client exceeding the maximum number of subscriptions agreed upon in the Subscription Agreement shall be regarded as additional User subscriptions.

(f)

Unless otherwise stated in this Agreement, invoiced charges are due net fourteen (14) days from the invoice date. The Client is responsible for providing complete and accurate billing and contact information to EduXGateway and notifying EduXGateway of any changes to such information. All prices are excluding VAT/GST (as applicable).

(g)

If any amount owing by the Client under this or any other agreement for the EduX Services is fourteen (14) or more days overdue, EduXGateway may, without limiting its other rights and remedies, suspend the EduX Services to the Client until such amounts are paid in full. EduXGateway will give the Client at least seven (7) days’ prior notice that the Client’s account is overdue before suspending the EduX Services for the Client.

(h)

Unless otherwise stated, EduXGateway’s prices and fees do not include VAT/ GST (as applicable).

(i)

EduXGateway has the right to adjust the price for use of the EduX Services at any time. EduXGateway will notify the Client at least 20 days before any price increase for the EduX Services will take effect (“Price Increase Notification”). The Price Increase Notification will be sent via email and will contain details about the price change, which shall include the amount of the price increase and the date the price increase will take effect. Price increases for the EduX Services will take effect at the start of the subscription period immediately following the delivery of the Price Increase Notification.

1.8 Term and Termination

(a)

The subscription for the EduX Services, and this Agreement, commences on the Subscription Start Date (as defined in the Subscription Agreement). The initial subscription term shall start on the Subscription Start Date and end on the last day of the calendar month (within the same calendar year) that the Subscription Start Date commenced in (‘Initial Subscription Term”). At the end of the Initial Subscription Term, the subscription term will automatically renew for an additional 1 calendar month and shall continue to automatically renew on a month-to-month basis thereafter.

(b)

The Client may end the subscription term at any time and will only be charged for the days of usage as calculated in clause 1.6(c).

(c)

EduXGateway may terminate this agreement by giving at least (90) days written notice to the Client.

(d)

EduXGateway may terminate this Agreement for cause:

(i)

upon thirty (30) days written notice to the other Party of a material breach if such breach remains uncured at the expiration of such period; or

(ii)

if the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors.

1.9 Other:

(a)

The Client hereby grants to EduXGateway the right to use the Client’s company name and logo in marketing, sales, public relations materials, and other communications solely to identify the Client as a customer to EduXGateway and that Client uses the EduX Services. EduXGateway hereby grants the Client the right to use EduXGateway’s name and logo in marketing, sales, public relations materials, and other communications solely to identify EduXGateway as a supplier to the Client.

(b)

The Parties shall have the right but no obligation to issue press releases regarding the Agreement to the extent required under regulations of any applicable stock exchange.

(c)

EduXGateway has the right to engage subcontractors for its performance of the EduX Services and is responsible for the acts and omissions of such subcontractors.

(d)

All information which is not publicly available, whether oral or written or in visual, electronic or tangible form, regarding or otherwise relating to a Party or to any of its business matters, which has been disclosed or may be disclosed to the other Party (the “Receiving Party“) or which the Receiving Party has or may otherwise become aware of in connection with this Agreement, shall at all times be kept strictly confidential by the Receiving Party and not be used by it for any other purpose than the performance or enforcement of this Agreement, nor be disclosed by it to any third party without the prior written consent of the other Party (such consent not to be unreasonably withheld).

(e)

The restriction in clause 1.8(d) above shall not apply to the Parties’ right to disclose information in accordance with clause 1.8(a) and 1.8(b) above.

2 Terms of Use

2.1 General

(a)

If a Client has acquired access to the EduX Services and intends to enable its employees, agents, directors, or similar Users and Admin Users to use the EduX Services, EduXGateway will provide the EduX Services to the Client who in turn will provide access to the EduX Services to its Users and Admin Users. The Client shall be fully responsible under this Agreement for the acts and omissions of Users and Admin Users affiliated with the Client.

(b)

Please note that, depending on your location, some of the terms in this Agreement may not apply to you. EduXGateway will always provide the EduX Services in accordance with the legal requirements applicable to you. If there is a conflict between any terms in this Agreement and any legal requirements applicable to you in your jurisdiction, such legal requirements will prevail.

(c)

When a Client has acquired access to the EduX Services through a Partner, and that Partner has granted the Client rights exceeding the rights stated in this Agreement, the Client, User and Admin User acknowledge and accept that such rights cannot be claimed or enforced against EduXGateway and that EduXGateway has no liability for any damage or loss arising from those rights.

2.2 Service

(a)

If you use the EduX Services as a service provided by your employer, then EduXGateway provides the EduX Services to your employer or your agency who in turn provides access to the EduX Services to you.

(b)

EduXGateway is constantly changing and improving the EduX Services. EduXGateway may add or remove functionalities or features and may suspend or stop the EduX Services altogether.

2.3 Intellectual Property Rights

(a)

EduXGateway or its licensors own all Intellectual Property Rights (as defined in clause 2.3(c) below) and all other rights (whether or not capable of registration) relating to EduXGateway’s business including the EduX Services, the Platform, the App, and its content (save for content provided by a Partner or Client or third party content provider), trademarks, domain names and any other materials, documentation or services made available to you or otherwise offered by EduXGateway. The Intellectual Property Rights is protected by law, including Australian and foreign intellectual property law and market law. This means that trademarks, company names, product names, images and graphics, designs, layouts, information on products, services, and other content published on the EduXGateway Website (www.eduxgateway.com), in the App or in the Platform may not be copied or used without EduXGateway’s prior written consent.

(b)

“Intellectual Property Rights” means patents (including utility models), design patents, design rights (whether or not capable of registration), copyrights, copyright related rights, moral rights, rights in databases, trademarks, trade secrets, know-how, trade names, rights under marketing law and passing off, topography rights and semiconductor chip rights, and all other intellectual property rights; in all cases whether or not registered or registerable, and applications for any of the foregoing respectively, and all rights to apply for the same, and all rights and forms of protection of a similar nature or having a similar effect to any of these anywhere in the world.

(c)

Subject to your proper fulfillment of this Agreement, EduXGateway grants you a personal, non-assignable and non-exclusive license to use, and, if you are a Client, enable your Users to use the EduX Services. This license is for the sole purpose of enabling you to use the EduX Services as provided by EduXGateway or a Partner, in the manner permitted by this Agreement. You may not copy, modify, distribute, sell, or lease any part of the EduX Services, the Platform, the App or included software, nor may you reverse engineer or attempt to extract the source code of the EduX Services, the Platform, the App or included software, unless laws prohibit those restrictions, or you have been granted EduXGateway’s written permission. Written permission provided by EduXGateway may be rescinded at any time. You shall not, directly, or indirectly, use, register or try to register any trademark or any other words or phrases, or name of a company or organization, which are or may be considered as similar to EduXGateway’s trademarks, or attempt to do anything of the aforesaid.

(d)

You have no obligation to provide EduXGateway with input, ideas, suggestions or improvements to the EduX Services (“Feedback”). However, if you submit any Feedback to EduXGateway (or its duly appointed Partner), then you grant EduXGateway a non-exclusive, worldwide, royalty-free license that is sub-licensable and transferable, to make, use, sell, have made, offer to sell, import, reproduce, publicly display, distribute, modify, or publicly perform the Feedback in any manner without any obligation, royalty or restriction based on Intellectual Property Rights or otherwise.

2.4 Use and Equipment:

(a)

You warrant and undertake that you shall at all times conduct your business and use the EduX Services in full conformity with all applicable laws and regulations as well as in compliance with good and sound business practice. This includes but is not limited to that you may under no circumstances, and the Client shall procure that no Users or Admin Users of the Client, use the EduX Services to publish, distribute, copy or otherwise transmit any data or information that:

(i)

it does not have the right to distribute by law or agreement;

(ii)

is infringing, contributes to infringement, or encourages others to infringe intellectual property rights or trade secrets;

(iii)

contains any viruses, trojans, Internet worms, malware, or that may otherwise damage or adversely affect the EduX Services; or

(iv)

otherwise causes damage or other inconvenience to EduXGateway or third parties.

(b)

You are not allowed to, in an automated and/or commercial way, disseminate, copy, or publish the information received through the EduX Services.

(c)

Notwithstanding clause 2.4(b) publishing information received through the EduX Services is allowed when the EduX Services are used as intended.

(d)

You must ensure that no unauthorized person or entity (i.e. any other person or entity than you) is able to use your login details. You may not disclose your usernames, passwords or other access credentials to any unauthorized person and must ensure that documents containing your username, password or other access credentials are kept in such a way that unauthorized persons cannot gain access to the information. You are responsible for all acts or omissions by an unauthorized person using your access credentials and must immediately notify EduXGateway if you become aware of any unauthorised use of your account, passwords or any breach of security.

(e)

EduXGateway has the right to, at any time, suspend or terminate the EduX Services if you violate the Agreement or otherwise use the EduX Services in a way that may cause EduXGateway or a third party any harm. EduXGateway shall not be liable for such suspension or termination.

(f)

If you as a Client has acquired access to the EduX Services by entering into an agreement with a Partner, EduXGateway has the right to, at any time, suspend or terminate the EduX Services due to any breach by the Partner of its agreement with EduXGateway, or termination of the agreement between EduXGateway and the Partner for any other reason, irrespective of whether you have complied with the agreement between you and the Partner and this Agreement. EduXGateway shall not be liable for such suspension or termination.

(g)

You are solely responsible for the technical equipment and any additional services needed to use the EduX Services, such as, but not limited to, computers, mobile phones, mobile phone subscriptions, Internet access, WiFi connection, and travel management services. You acknowledge and accept that the provision of the EduX Services is dependent upon third party providers, e.g. internet providers or cloud services, and that EduXGateway has no responsibility for such third party

2.5 Indemnification:

(a)

Each Party agrees to indemnify, defend, and hold harmless the other Party, its subsidiaries, agents, licensors, managers, consultants, officers, directors, employees, contractors, advisors, affiliates, and partners from and against all claims, losses, liability, expenses, damages, judgments, awards, and costs (including reasonable attorney’s fees), related to or arising from any breach of this Agreement.

(b)

In addition to Clause 2.5(a) above the Client agrees to indemnify, defend, and hold harmless EduXGateway its subsidiaries, agents, licensors, managers, consultants, officers, directors, employees, contractors, advisors, affiliates, and partners from and against all claims, losses, liability, expenses, damages, judgments, awards, and costs (including reasonable attorney’s fees), related to or arising from:

(i)

the Client’s or its Users’ use or misuse of any material or information posted, provided, transmitted, or otherwise made available by you or by EduXGateway;

(ii)

the Client’s or its Users’ access or use of the EduX Services and related content;

(iii)

the Client’s or its Users’ violation of any third-party right, including intellectual property and privacy rights;

(iv)

the Client’s or its Users’ violation of a law, rule, or regulation; or

(v)

another party’s use of the EduX Services using the Client’s or its Users’ access credentials.

(c)

EduXGateway reserves the right to assume the exclusive defence and control of any matter which is subject to indemnification under this clause. In such case, you agree to cooperate with any reasonable requests assisting EduXGateway’s defence of such matter.

2.6 Warranties and Disclaimers

(a)

EduXGateway does not and cannot warrant that EduX Services will operate in a manner that is completely error free, nor that information provided is always accurate.

(b)

EduXGateway undertakes to ensure that the EduX Services in all material aspects corresponds with the descriptions at www.eduxgateway.com.

(c)

Use of the EduX Services is at your sole risk, and you assume full responsibility for all risk associated therewith. All information provided through EduX Services is provided “as is” and “as available”, without any warranties or conditions. EduXGateway reserves the right, in its sole discretion and without any obligation, to correct any error or omission in any portion of the EduX Services, the Platform, or the App, with or without notice to you.

(d)

TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, EDUXGATEWAY AND ITS AFFILIATES HEREBY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE. THESE INCLUDE, BUT ARE NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. EDUXGATEWAY WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY ANY TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE EDUX SERVICES.

(e)

WITHOUT LIMITING THE FOREGOING, EDUXGATEWAY AND ITS AFFILIATES MAKE NO WARRANTY AS TO THE SECURITY, RELIABILITY, AVAILABILITY, ACCURACY, QUALITY, TIMELINESS, USEFULNESS, ADEQUACY, COMPLETENESS, OR SUITABILITY OF THE EDUX SERVICES AND INFORMATION RETRIEVED OR RECEIVED FROM IT. EDUXGATEWAY AND ITS AFFILIATES ASSUME NO RESPONSIBILITY FOR COMPLETENESS, ERRORS, OR OMISSIONS IN THE INFORMATION, SERVICES, OR DOCUMENTS THAT ARE AVAILABLE IN, REFERENCED BY OR LINKED TO IN EDUX SERVICES.

(f)

The foregoing does not affect any warranties which cannot be excluded or limited under applicable law.

(g)

EduXGateway may at any time inform you, by updating a non-compliance list, that the EduX Services cannot be used in certain regions, countries, or states due to applicable laws, and shall not be liable for your use of the EduX Services in such country. For the updated list of where the EduX Services cannot be used due to applicable laws or technical limitations, please visit www.eduxgateway.com.

2.7 Limitation of Liability:

(a)

UNLESS AND TO THE EXTENT SPECIFICALLY STATED OTHERWISE, EDUXGATEWAY SHALL HAVE NO LIABILITY FOR ANY DAMAGE OR LOSS OF ANY KIND (INCLUDING ANY CLAIMS AGAINST YOU BY THIRD PARTIES) UNDER OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING YOUR USE OF THE EDUX SERVICES, REGARDLESS OF HOW IT WAS CAUSED AND WHETHER SUCH DAMAGE OR LOSS WAS FORESEEABLE OR NOT AT THE TIME WHEN THIS AGREEMENT WAS ENTERED INTO (EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS).

(b)

YOU AGREE THAT YOUR USE OF THE EDUX SERVICES IS AT YOUR OWN RISK. IF YOU ARE NOT SATISFIED WITH THE EDUX SERVICES, YOUR SOLE AND EXCLUSIVE REMEDY IS TO TERMINATE YOUR USE OF THE EDUX SERVICES.

(c)

IN NO EVENT SHALL EDUXGATEWAY OR ITS AFFILIATES BE LIABLE FOR ANY SPECIAL, PUNITIVE, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO PERSONAL INJURY, DEATH, LOSS OF GOODWILL, LOSS OF USE, EMOTIONAL DISTRESS, LOSS OF PROFITS, INTERRUPTION OF SERVICES OR PRODUCTION, LOSS OF DATA, OR OTHER INTANGIBLE LOSSES, WHETHER IN ANY ACTION IN WARRANTY, CONTRACT, OR ANY OTHER THEORY OF LIABILITY (INCLUDING, BUT NOT LIMITED TO NEGLIGENCE OR FUNDAMENTAL BREACH), OR OTHERWISE ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF, RELIANCE ON, OR THE INABILITY TO USE, THE EDUX SERVICES. EDUXGATEWAY SHALL NOT BE SUBJECT TO LIABILITY FOR THE TRUTH, ACCURACY, RELIABILITY, TIMELINESS, OR COMPLETENESS OF THE CONTENT OR ANY OTHER INFORMATION CONVEYED TO YOU OR FOR ERRORS, MISTAKES, OR OMISSIONS THEREIN OR FOR ANY DELAYS OR INTERRUPTIONS OF THE DATA OR INFORMATION STREAM FROM WHATEVER CAUSE. EDUXGATEWAY UNDERTAKES NO LIABILITY TOWARDS YOU FOR ANY MALFUNCTION OR NON-COMPATIBILITY OF YOUR EQUIPMENT AND CONNECTED SERVICES WITH THE EDUX SERVICES. EDUXGATEWAY DISCLAIMS ANY AND ALL LIABILITY FOR THE ACTS, OMISSIONS, AND CONDUCT OF ANY THIRD PARTIES OUTSIDE EDUXGATEWAY’S REASONABLE CONTROL.

(d)

FURTHERMORE, EDUXGATEWAY WILL NOT BE RESPONSIBLE FOR DAMAGE, LOSS, OR INJURY RESULTING FROM

(i)

UNAUTHORIZED ACCESS TO, OR HACKING OR TAMPERING OF, YOUR ACCOUNT OR THE INFORMATION THEREIN;

(ii)

UNAUTHORIZED ACCESS TO OR USE OF EDUXGATEWAY’S SERVERS AND ANY PERSONAL INFORMATION STORED THEREIN; OR

(iii)

BUGS, VIRUSES, TROJANS, MALWARE, OR OTHER DESTRUCTIVE CODE.

(e)

IN NO EVENT SHALL EDUXGATEWAY’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES EXCEED YOUR ANNUAL PAYMENTS FOR THE EDUX SERVICES FOR ANY GIVEN YEAR.

(f)

To the extent any of the above limitations of liability are restricted by mandatory applicable law, such limitations shall not apply to the extent of such restrictions.

(g)

EduXGateway’s liability towards the Client or User is exclusively regulated herein and is not affected by any agreement between the Client and a Partner which provides access to the EduX Services to the Client.

(h)

If you access the EduX Services through a third-party app provided by a Partner or Client where the EduX Services have been incorporated or form an integral part of the app, EduXGateway is not in any way liable for content generated by the Partner or Client.

(i)

If you access to content provided by a Partner or a third-party content provider or Client, that has been incorporated, or form an integral part of EduX Services, EduXGateway is not in any way liable for content generated by Partner or third-party content provider or Client.

(j)

If you access content through a link in the EduX Services or a third-party app to an external third-party content provider such as, but not limited to, a local news website, EduXGateway is not in any way liable for content generated by the third party.

2.8 No Waiver:

(a)

No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term.

(b)

A Party’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.

2.9 Assignment:

(a)

A Party may not assign any or transfer any rights under these Terms of Use to any third party, unless a prior written approval from the other Party, which consent shall not be unreasonably withheld.

2.10 Miscellaneous:

(a)

If and to the extent that either EduXGateway’s or Client’s performance of its obligations under this Agreement is impeded or made unreasonably onerous by circumstances beyond its reasonable control, including, but not limited to, general labour disputes, war, fire, lightning, flood, acts of terrorism, amendments to regulations issued by governmental authorities, intervention by governmental authorities and defects or delays in deliveries by sub-contractors caused by any such circumstance as referred to in this Clause (“Force Majeure Event”), such Party shall be released from liability in damages and any other penalties for delay in performing or failure to perform such obligations. The Party wishing to claim relief by reason of any circumstance as referred to in this Clause shall without undue delay notify the other Party in writing. If performance is prevented for more than one (1) month as a result of any of the circumstances as referred to in this Clause, the Party not affected by the Force Majeure Event shall be entitled to immediately terminate the Agreement by notice in writing.

(b)

The provisions of this Agreement are severable, and in the event any provision hereof is determined to be invalid or unenforceable, such invalidity or unenforceability shall not affect the validity or enforceability of the remaining provisions, but such provision shall be reformed, if reasonably possible, only to the extent necessary to make it enforceable.

2.11 EU and UK Customers:

(a)

Clients located in the European Union or the United Kingdom can only use the EduX Services if they are a business, as evidenced by a registered VAT number or other form of proof acceptable to EduXGateway.

2.12 Relationship Between the Parties:

(a)

The parties are independent contracts and nothing in these Terms of Service will be construed as creating an employer-employee relationship between them.

2.13 Communications:

(a)

The parties must communicate with each other in English only.

(b)

All notices from the Client must be sent via email to sales@gatewayx.tech. Unless explicitly stated otherwise in these Terms of Conditions, we shall give notices to the Client by email to the email address of the Admin User or the email address supplied to us in the Subscription Agreement. Notices shall be deemed received and properly served 24 hours after an email is successfully sent.

3 Governing Law

3.1 Governing law and disputes:

(a)

This Agreement and any non-contractual obligations arising out of or in connection with any clause of this Agreement shall be governed by and construed in accordance with the laws of The Commonwealth of Australia, excluding its conflict of laws or principles providing for the application of the laws of any other jurisdiction. Specifically excluded from application to this Agreement is the United Nations Convention on the International Sale of Goods.

Conditions of Use

These Conditions of Use, together with the Data Processing Agreement and the Privacy Policy ( collectively the “Agreement”), constitute a legal agreement between EduXGateway Pty Ltd, Australian Company Number 664 421 685, with address Unit 27, 2 O’Connell St, Parramatta, NSW, Australia, 2150 (“EduXGateway”, “we”, “us” or “our”) and any individual using the EduX Services in their personal capacity and for non-commercial purposes (“you”), governing the access to website features and other products or services provided to you when you visit the EduXGateway website at www.eduxgateway.com (the “website”), use any EduXGateway products or services, use EduXGateway applications for mobile, or use software provided by EduXGateway in connection with any of the foregoing (collectively “EduX Services”). The EduX Services include the information, content, materials, products, and software included in or otherwise made available to you through the EduX Services and references to the EduX Services in these Conditions of Use include any of these. EduXGateway provides the EduX Services to you subject to the Agreement.

By accepting the Conditions of Use, Data Processing Agreement and Privacy Policy, including through such means as clicking the “accept” button, you agree to be legal bound by these Conditions of Use, Data Processing Agreement and Privacy Policy as they may be modified and posted on our Website from time to time.

If you do not agree with these Conditions of Use, the Data Processing Agreement and the Privacy Policy, you may not use the EduX Services. These separate agreements can be found at:

Conditions of Use: https://eduxgateway.com/terms

Data Processing Agreement: https://eduxgateway.com/data

You agree that by using the EduX Services, you agree on behalf of yourself and all members of your household and others who use any EduX Services under your EduXGateway Account, to be bound by the Conditions of Use, the Data Processing Agreement and the Privacy Policy.

2. Australian Consumer Law

2.1 Australian consumers have certain right under the Australian Consumer Law (“ACL”). These Conditions of Use are not intended to affect your rights as an Australian Consumer under the ACL.

3. Electronic Communications

3.1 When you use any of the EduX Services or send e-mails, text messages, and other communications from your desktop or mobile device to us, you are communicating with us electronically. We will communicate with you electronically in a variety of ways, such as by e-mail, text, in-app push notices or by posting e-mail messages or communications on the website or through the other EduX Services, such through the notices or notes functions. You consent to receive communications from us electronically and agree that communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

4. Copyright and other rights

4.1

All content included in or made available through any EduX Service, such as text, graphics, logos, button icons, images, audio clips, digital downloads and data compilations is the property of EduXGateway or its content suppliers and is protected by Australian and international copyright and authors’ rights laws and (where applicable) database right laws.

4.2

Other than to the extent necessary to use any EduX Service for its permitted purpose and in accordance with these Conditions of Use, you may not copy, extract and/or re-utilise any content of any EduX Service without our express written consent, including, without limitation, any product listings, descriptions, prices and account information. In particular, you may not utilise any data mining, robots, or similar data gathering and extraction tools to extract (whether once or many times) for re-utilisation any substantial parts of any EduX Service or its content, without our express written consent. You may also not create and/or publish your own database that features substantial parts of any EduX Service or its content without our express written consent.

5. Trademarks

5.1

Graphics, logos, page headers, button icons, scripts, and service names included in or made available through any EduX Service are trademarks or trade dress of EduXGateway. EduXGateway’s trademarks and trade dress may not be used in connection with any product or service that is not EduXGateway’s, in any manner that is likely to cause confusion among customers or in any manner that disparages or discredits EduXGateway. All other trademarks not owned by EduXGateway that appear in any EduX Service are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by EduXGateway. You may not frame or use framing techniques to enclose any trademark or logo (including images and text) of EduXGateway without our express written consent. You may not use any meta tags or any other “hidden text” utilising EduXGateway’s names or trademarks without our express written consent.

6. Rights of Access and Use

6.1

EduXGateway or its content providers grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and make personal and non-commercial use of the EduX Services. The right granted to you does not include any license or permission to use the EduX Service or any part thereof for the benefit of any third party, or to resell or make any commercial or derivative use of any EduX Service or any part thereof.

6.2

All rights not expressly granted to you in these Conditions of Use are reserved and retained by EduXGateway or its licensors, suppliers, publishers, rights holders, or other content providers.

6.3

You may not misuse the EduX Services. You may use the EduX Services only as permitted by these Conditions of Use and in accordance with law. Without limiting any other rights we have at law and under these Conditions of Us, the access and use rights granted by EduXGateway under these Conditions of Use terminate if you do not comply with this Section 5.

7. Your EduXGateway Account

7.1

For the purposes of these Conditions of Use, your EduXGateway Account means the account you use to access and/or use the any EduX Service.

7.2

You may need your own EduXGateway Account to use certain EduX Services, and you may be required to be logged into your EduXGateway Account and have a valid payment method associated with it. If there is a problem charging your selected payment method, we may charge any other valid payment method associated with your EduXGateway Account.

7.3

You are responsible for maintaining the confidentiality of your EduXGateway Account and password. Except to the extent caused by our breach of these Conditions of Use, you are responsible for all activities that occur under your EduXGateway Account regardless of whether the activities are authorised by you or undertaken by you, and we are not responsible for unauthorised access to or use of your password or EduXGateway Account. You should take all necessary steps to ensure that your password is kept confidential and secure and should inform us immediately if you have any reason to believe that your password has become known to anyone else, or if your password is being, or is likely to be used in an unauthorised manner. You must ensure that the details you provide to us are correct and complete, and inform us of any changes.

7.4

You may not use any EduX Service:

(a)

in any way that causes, or is likely to cause, any EduX Service, or any access to it to be interrupted, damaged or impaired in any way;

(b)

in any way that may interfere with or harm any other user of an EduX Service;

(c)

for fraudulent purposes, or in connection with a criminal or other unlawful activity; or

(d)

in any manner that is not permitted under these Conditions of Use.

7.5

If we have concerns with your EduXGateway Account, or activity relating to your EduXGateway Account, or if you are in breach of applicable laws or these Conditions of Use we reserve the right to take action, including without limitation by:

(a)

restricting, suspending, terminating or refusing any EduX Service;

(b)

suspending or restricting access to your EduXGateway Account;

(c)

terminating your EduXGateway Account; or

(d)

removing or editing content you post using your EduXGateway Account

7.6

The action we elect to take and any notice you may receive, and any opportunity to rectify will vary depending on the EduX Service, the circumstances and our reasonable assessment of relevant factors.

7.7

Any action taken in accordance with (a)-(d) above may, result in suspension or termination of other EduX Services. At any time, you may cease using any EduX Service, terminate your account or the EduX Service, or remove or edit certain content and material you post.

8. Other Businesses

8.1

Parties other than EduXGateway operate stores, provide services, or sell products on this website and we provide links to the sites of affiliated companies and certain other businesses. We are not responsible for examining or evaluating, and we do not warrant or accept any responsibility or liability for the actions or offerings of, any other party or the content of their websites. You can tell when a third party is involved in your transactions, and we may share your information related to those transactions with that third party. You should carefully review their privacy statements and other conditions of use.

9. EduXGateway’s Role

9.1

As part of the EduX Services, EduXGateway displays goods or services sold by third-party sellers on its website and allows third party sellers to list and sell their products on EduXGateway’s website. While EduXGateway helps facilitate transactions between you and third-party sellers on its website, EduXGateway is neither the seller nor the buyer of these products or services. Accordingly, the contract formed at the completion of a sale for these third party goods or services is solely between the buyer and the seller. EduXGateway is not a party to this contract nor assumes any responsibility arising out of it.

9.2

9.3

Goods or services’ which may be purchased or applied for through EduXGateway’s website are subject to the supplier’s availability to provide or sell the relevant good or service. In the event that a relevant good or service is no longer able to be provided by the relevant supplier (i.e. in relation to goods, all stock has been sold, and in relation to services, the provider no longer has capacity or ability to supply that service) EduXGateway will not be liable to provide that good or service to you.

10. Disclaimer and Liability

10.1

Unless otherwise specified in these Conditions of Use, EduXGateway disclaims, and does not make, any representation or warranty of any kind in respect of the EduX Services including without limitation any representation or warranty:

(a)

that they are free of viruses or other harmful components;

(b)

that your use of the EduX Services will be uninterrupted or error-free; or

(c)

as to the suitability or availability of the EduX Services.

10.2

EduXGateway will not be responsible for:

(a)

losses arising from the unavailability of, or your inability to use any EduX Services;

(b)

losses that are not directly caused by any breach on our part;

(c)

any business loss, loss of sales, profits, revenue, contracts, anticipated savings, data, goodwill or wasted expenditure;

(d)

any indirect or consequential losses including but not limited to losses arising out of the cost of replacement, or recovery or recoupment of any investment made by you in connection with these Conditions of Use or any EduX Service, even if EduXGateway has been advised of the possibility of such costs or damages; and

(e)

any delay or failure to comply with our obligations under these conditions if the delay or failure arises from any cause which is beyond our reasonable control.

10.3

For any other loss relating to an EduX Services, we limit our liability to the amount you have paid to us for the relevant EduX Service.

10.4

Nothing in these Conditions of Use is intended to:

(a)

override any express commitments EduXGateway gives to you for particular EduX Services (for example, commitments EduXGateway gives to provide a refund of fees in certain circumstances);

(b)

exclude, restrict or modify any right or remedy you have in statute including under the Australian Consumer Law or otherwise to the extent that that right or remedy cannot be excluded, restricted or modified under law;

(c)

limit or exclude our liability to you for losses, to the extent such loss is caused by our gross negligence or criminal conduct; or

(d)

require any indemnity you provide to us under these Conditions of Use to extend to losses to the extent caused by our gross negligence or criminal conduct.

10.5

Any disclaimer, exclusion, or limitation in these conditions applies as provided for in these conditions to the full extent permitted by law and subject to any such non-excludable right or remedy.

11. Governing Law

11.1

12. EduX Services

12.1

We reserve the right to cease providing any EduX Service, or any part thereof, to discontinue any EduX Service and to make changes to any EduX Services, including adding or removing content from EduX Services at any time. Where we make a materially adverse change to an EduX Service, as reasonably determined by us, we will provide advance notice to you. Your access to EduX Services may be suspended or restricted without notice in accordance with these Conditions of Use, including, without limitation, for legal, regulatory, fraud and abuse prevention or security reasons and as reasonably necessary for our business operations, including without limitation to allow for repairs, maintenance or the introduction of new features or services.

13. Amendments

13.1

We reserve the right to make changes to any Conditions of Use at any time by posting the changes on eduxgateway.com, or such other website or application that is used to provide the EduX Services. Where we make a materially adverse change to these Conditions of Use, as reasonably determined by us, EduXGateway will provide advance notice to you.

13.2

You will be subject to the Conditions of Use made available on the relevant website or application at the time that you use the EduX Services. You may at any time, cease using any EduX Services, terminate your EduX Account or the relevant EduX Service (in accordance with Section 6) including in the event of any such change.

14. Severability and Waiver

14.1

If any of these Conditions of Use is deemed invalid, void, or for any reason unenforceable, that condition will be deemed severable and will not affect the validity and enforceability of any remaining condition.

14.2

If you breach these Conditions of Use and we take no action, we will still be entitled to use our rights and remedies in any other situation where you breach these Conditions of Use.

15. Children

15.1

We do not sell products for purchase by children. If you are under 18 you may use the EduX Services only with the involvement of a parent or guardian.

16. Additional EduXGateway Software Terms

16.1

Use of the EduXGateway Software. You may use any software (and any updated or upgrades to the software and any related documentation) that we make available to you from time to time for your use in connection with the EduX Services (“EduXGateway Software”) solely to use and enjoy the EduX Services as provided by EduXGateway, and as permitted by the Conditions of Use and these Software Terms. You may not incorporate any portion of the EduXGateway Software into your own programs or compile any portion of it in combination with your own programs, transfer it for use with another service, or sell, rent, lease, lend, loan, distribute or sub-license the EduXGateway Software or otherwise assign any rights to the EduXGateway Software in whole or in part. You may not use the EduXGateway Software for any illegal purpose. We may cease providing any EduXGateway Software and we may terminate your right to use any EduXGateway Software at any time. Your rights to use the EduXGateway Software may be terminated without notice from us if you fail to comply with any of these Software Terms or the Conditions of Use. Additional third-party terms contained within or distributed with certain EduXGateway Software that are specifically identified in related documentation may apply to that EduXGateway Software (or software incorporated with the EduXGateway Software) and will govern the use of such software in the event of a conflict with these Conditions of Use. All software used in any EduX Service is the property of EduXGateway or its software suppliers and protected by applicable laws protecting copyright and other intellectual property rights.

16.2

Use of Third Party Services. When you use the EduXGateway Software, you may also be using the services of one or more third parties, such as a wireless carrier or a mobile provider. Your use of these third-party services may be subject to the separate policies, terms of use, and fees of these third parties.

16.3

No Reverse Engineering. Unless explicitly permitted under applicable mandatory law, you may not, and you will not encourage, assist or authorise any other person to copy, modify, reverse engineer, decompile or disassemble, otherwise tamper with, or bypass any security associated with the EduXGateway Software, whether in whole or in part, or create any derivative works from or of the EduXGateway Software.

16.4

Updates In order to keep the EduXGateway Software up-to-date, we may offer automatic or manual updates at any time and without notice to you.

World's First Education Agent Marketplace

Policies

Terms & Conditions

Data Agreement

Support and Downloads

You can always find our application in Apple Store and Google Play