PLEASE READ CAREFULLY THE FOLLOWING TERMS OF SERVICE (TOS). YOUR USE OF THE SERVICES DESCRIBED BELOW WILL IMPLY YOUR PRIOR, EXPRESS AND COMPLETE ACCEPTANCE OF THE TERMS AND CONDITIONS HEREIN.
IF YOU DO NOT AGREE WITH THESE TOS, DO NOT USE THE SERVICES.
This ToS sets out the terms and conditions for the use of the “Explore by CIALFO” Platform (hereinafter, “Platform”) in order to manage the recruitment process (including but not limited to the sending, receipt, management and notification of applications) between Students and Educational Institutions (hereinafter, “Services”).
The Services will be provided by CIALFO. Depending on where the Customer is established, the CIALFO entity providing the Services will be as identified below.
The use of the Services will require: (i) being an Educational Institution, have executed the relevant Order Form and have completed the registration process; or (ii) being a Student and have completed the registration process.
(hereinafter, individually, the Customer).
Upon completion of the above requirements, Customer will be provided with the credentials, with which the Customer (and, when applicable Customer´s authorized users, under its control and responsibility), will be able to access and use the Services.
During the Term, Customer may make use of the Services. Customer is responsible for any use of the Services through the Customer´s credentials or any account that Customer may establish. Customer agrees to maintain the confidentiality of the Customer´s account, credentials and any password necessary to make use of the Services. In the event that Customer considers that unauthorized access of Customer's account, credentials and/or passwords may has taken place, Customer shall immediately notify CIALFO.
Customer will use the Services for the Customer's own purposes only and not for their commercialization. Customer is prohibited from carrying out any of the following actions: (i) exceed any of the limitations of use identified in the documentation and supporting material; (ii) sell, resell, license, sub-license, rent, lease or distribute the Services, include it as a service or an outsourcing offer or allow unauthorized third parties to use the Services; (iii) copy or reproduce any portion, feature, function or user interface of the Services; (iv) hinder or disturb the integrity or performance of the Services; (v) use the Services to upload, store or process information of an illegal/unlawful nature and/or that violates the rights of third parties; (vi) use the Services to interfere with or damage the system or environment of a third party; (vii) access and use the Services to create a competitive product or service; (viii) perform reverse engineering acts; (ix) misrepresent Customer´s identity or affiliation, impersonating any other person, a non-existent person or a member of any entity; (x) stalk or harass any third party; and (xi) collect, store and/or assign personal data about other Services´ Customers without complying with the applicable and current regulations.
Students should not be discouraged from using the Platform to apply directly to the Educational Institution´s in favor of making their application via an alternative means i.e. the Educational Institution's website. Promotional pricing or other incentives shall not be offered to Students to attract them to apply outside of the Platform.
Customer agrees and acknowledges that all information, data, photographs, graphics, video, messages and other materials ("Content"), posted and accessible to the Customers via the Services, are the sole responsibility of the Customer from which such Content is included within the Services and warrants to have all the licenses and authorizations needed to do so. This means that Customer is entirely and exclusively responsible for all Content that is uploaded, posted or otherwise transmitted via the Services. Under no circumstances will CIALFO be liable in any way for any Content uploaded, posted or otherwise transmitted via the Services.
CIALFO does neither control nor monitor the Content posted and/or published by Customer via the Services and, as such, does not guarantee the accuracy, integrity and/or quality of such Content. However, CIALFO may be required to monitor such content (i.e, required to do so by law or competent authority) and, in any case, CIALFO reserves the right to block and/or eliminate any Content accessible via the Services which may infringe these ToS.
The Customer agrees and consents that CIALFO may access, preserve and disclose the account information and Content: (a) for the purpose of properly administering the Customer’s account; and (b) if required to do so by law or competent authority, or if any such access, preservation or disclosure is reasonably necessary to: (i) comply with a legal process; (ii) enforce these ToS; and/or (iii) respond to claims that any Content violates the rights of third-parties.
CIALFO reserves the right to deny, withdraw, suspend and/or block the access to the Services to those Customers who fail to comply with these ToS, being able to delete their registration and all information and files relating to the same. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CIALFO SHALL NOT ASSUME ANY LIABILITY TO ANY CUSTOMER FOR THE CANCELLATION OF ACCESS TO THE SERVICE DUE TO A BREACH OF THIS TOS.
CIALFO shall ensure that the Services Availability Level (as determined in the manner set out below) is not less than 98%. Services Availability Level shall be determined according to the following formula: Services availability = [Operating hours - Platform Downtime] / [Operating hours] x 100%.
For the purpose of this clause:
(a) For computation of Services Downtime, the failure must be of Severity level 1 (as defined below);
(b) CIALFO shall not be responsible for unavailability of the Services due to circumstances out of the reasonable control of CIALFO including but not limited to Acts of God, government action, flood, fire, earthquake, terrorism, strikes or other labor issues (not affecting CIALFO´s employees), Internet service provider failures, bankruptcies or delays, as well as denial of service attacks;
(c) Scheduled maintenance shall not be included in the computation of Services Downtime. CIALFO shall provide the Customer with, at least, forty eight (48) hours prior notice of any scheduled maintenance.
CIALFO agrees that: (a) in the case where the Services cannot perform without remedial action from CIALFO (Severity Level 1), CIALFO shall rectify the error within reasonable time. CIALFO shall provide report on progress of such remedial action to the Customer within one (1) Business Day from the date CIALFO is notified of such incident; (b) in the case where the Services can perform but some parts of it are affected (Severity Level 2), CIALFO shall rectify the error within reasonable time. CIALFO shall provide report on the progress of such remedial action to the Customer within two (2) Business Days from the date CIALFO is notified of such incident.
With regards to those Customers who have executed an Order Form, the Agreement will be effective as from the Effective Date and for the Duration therein agreed. With regards to those Customers who have not executed an Order Form, the Agreement will be effective upon the access and use of the Services and for a period of time until the Customer ends the use of the Services for whatever reason.
With regards to those Customers who have executed an Order Form, it shall be applicable the economic conditions therein agreed (fees & invoice).
For the purpose of this section, “Intellectual Property Rights” means all vested, contingent and/or future intellectual property rights including but not limited to copyright, trademarks, service marks, design rights (whether registered or unregistered), patents, know-how, trade secrets, inventions, get-up, database rights and any application for the protection or registration or these rights and all renewals and extensions thereof existing in any part of the world whether now known or in the future created to which CIALFO may be entitled.
The Services and the Intellectual Property Rights of whatever nature in the Services are and shall remain the property of CIALFO. Customer acknowledges that any and all trademarks, trade names, copyrights, patents and other Intellectual Property Rights created, developed, embodied in or in connection with the Services or any enhancement thereto shall be and remain the sole property of CIALFO and Customer undertakes to assign (or cause to be assigned) all its interest therein to CIALFO or its nominee. Customer shall not during or at any time after the termination of this Agreement in any way question or dispute the ownership by CIALFO of any such rights.
During the Term of the Agreement and subject to the terms, restrictions and prohibitions herein, CIALFO grants the Customer a non-exclusive and non-transferable right to use the Services. Regarding Content uploaded and published via the Services, Customer grants CIALFO a non-exclusive royalty-free worldwide license to use, copy, modify, transform, adapt summarize, create derivative works of, publicly perform or display, or make available by electronic means, such Content, totally or partially, for the purposes of using the Services in accordance with the functionalities of the same at any time, with the right to sub-license all of such rights to third parties. This license will remain current for the period during which the Customer has any Content uploaded into the Services, terminating at the moment that such Content is deleted or removed from the Services. The license will remain current should the Customer ends the use of the Services without deleting nor removing the Content.
Customer hereby agrees and consent to CIALFO using Customer´s trading name, logo and related branding to advise other users and potential users of the Services for marketing and promotional purposes relating to the Services.
Customer agrees and acknowledges that CIALFO considers confidential all the information, documentation, methods, organization and activities related to the Services, to which Customer has access and/or that is communicated or provided to the Customer as a result of accessing and using the Services (hereinafter, the "Confidential Information"). Customer is bound by secrecy and confidentiality obligations on the Confidential Information.
Unless for the purposes set out in Clause 7 above, the disclosure of Confidential Information shall not be deemed to constitute an assignment or any right or license, express or implied, in favor of the Customer. Customer agrees that the Confidential Information shall remain the property of CIALFO.
Customer is subject to the following obligations: (i) follow the instructions set forth by CIALFO, regarding the use and process of the Confidential Information, not being able to use and / or process such information for purposes other than those indicated or previously approved, expressly and in writing by CIALFO; (ii) not to disclose the existence of the Confidential Information, nor that such information has been provided; and (iii) not to transfer, assign or communicate the Confidential Information to any third party, except with the prior authorization of CIALFO, expressly and in writing.
CIALFO may terminate the Services forthwith on giving notice in writing to the Customer if:
(a) the Customer commits any serious breach of any term of these ToS and (in the case of a breach capable of being remedied) shall have failed, within three (3) days after the receipt of a request in writing from CIALFO to do so, to remedy the breach (such request to contain a warning of CIALFO’s intention to terminate);
(b) the Customer becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, liquidation or assignment for the benefit of creditors.
Educational Institutions may terminate the Services by providing CIALFO with a 90-days prior written notice, in which case Educational Institution shall have to honor the applications received from the Students through the Platform and comply with any previous commitment (e.g. payment of applicable fees) should the applicants successfully enroll.
Any termination of these ToS (howsoever occasioned) shall not affect any accrued rights or liabilities of either Party nor shall it affect the coming into force or the continuance in force of any provision in these ToS which is expressly or by implication intended to come into or continue in force on or after such termination.
CIALFO may, without notice, suspend the Customer’s access to any or all of the Services if:
(a) usage of the Services by the Customer is in violation of any laws, rules and/or regulations;
(b) repeated instances of posting or uploading materials that infringe or is alleged to infringe intellectual property rights belonging to others;
(c) failure on the part of the Customer to make payment to Cialfo;
(d) CIALFO, in its absolute discretion, considers it appropriate to suspend usage of the Services by the Customer in order to preserve the integrity and/or proper functioning of the Services.
For the avoidance of doubt, CIALFO shall be under no obligation to refund any amount paid by the Customer in respect of the period of suspension.
EACH PARTY DISCLAIMS ALL IMPLIED AND STATUTORY WARRANTIES, INCLUDING FOR NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR ANY PARTICULAR PURPOSE. TO THE FULLEST EXTENT PERMITTED BY LAW, REGARDLESS OF THE THEORY OR TYPE OF CLAIM, AND EXCEPT FOR CUSTOMER´S BREACH(ES) OF SECTIONS 3, 6, 7, 8 AND/OR CUSTOMER INDEMNIFICATION OBLIGATIONS HEREUNDER FOR ANY ACTUAL OR ALLEGED BREACH: (a) NEITHER PARTY MAY BE HELD LIABLE UNDER THIS TOS OR ARISING OUT OF OR RELATED TO PERFORMANCE OF THIS TOS FOR ANY LOSS OF PROFIT OR REVENUE, OR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, EVEN IF THE PARTY IS AWARE OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE; AND (b) OTHER THAN PAYMENT OBLIGATIONS UNDER THIS TOS, CIALFO´s MAXIMUM AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO BREACH OF THIS TOS WITH RESPECT TO THE PROVISION OF ANY SERVICE WILL NOT EXCEED THE AGGREGATE EFFECTIVE AMOUNTS PAID BY CUSTOMER WITH RESPECT TO THE SERVICES DURING THE SIX (6) MONTHS BEFORE THE DATE WHEN THE LIABILITY AROSE. CUSTOMER ACKNOWLEDGES THAT THE CIALFO HAS ENTERED INTO THE TOS RELYING ON THE LIMITATIONS OF LIABILITY STATED HEREIN AND THAT THOSE LIMITATIONS ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. THE FOREGOING WILL NOT LIMIT OR APPLY TO CUSTOMER'S PAYMENT OBLIGATIONS UNDER THE CONTRACT.
These ToS shall not constitute or imply any partnership, joint venture, agency, fiduciary relationship or other relationship between CIALFO and Customers other than the contractual relationship expressly provided for in these ToS.
Cialfo may unilaterally amend these ToS by giving notice to the Customer. Except as provided below, the amendment will take effect on the date the notice is given by CIALFO to the Customer.
If the Customer is unwilling for the ToS to continue as amended, it may terminate the ToS by giving notice to CIALFO within three (3) Business Days from the date the notice is given by CIALFO to the Customer.
These ToS are personal to the Parties and neither these ToS nor any rights, licenses or obligations under it, may be assigned by either Party without the prior written approval of the other Party.
13.2 Any attempted assignment in violation of this Clause will be void and without effect.
These ToS supersedes all prior agreements, arrangements and undertakings between the Parties and constitutes the entire agreement between the Parties relating to the subject matter of these ToS. However, the obligations of the Parties under any pre-existing non-disclosure agreement shall remain in full force and effect in so far as there is no conflict between the same. The Parties confirm that they have not entered into these ToS on the basis of any representation that is not expressly incorporated into these ToS.
Any communication and/or notification between CIALFO and the Customer, due to this ToS, shall be carried out by electronic means, including but not limited to the email contact addresses or the contact form accessible at the Platform.
If any provision of these ToS is prohibited by law or judged by a court to be unlawful, void or unenforceable, the provision shall, to the extent required be severed from these ToS and rendered ineffective as far as possible without modifying the remaining provision of these ToS, and shall not in any way affect any other circumstances of or the validity or enforcement of these ToS.
These ToS shall be binding upon, and inure to the benefit of, the Parties and their respective successors and permitted assignees, and references to a Party in these ToS shall include its successors and permitted assignees.
In these ToS references to a Party include references to a person:
(a) Who for the time being is entitled (by assignment, novation or otherwise) to that Party’s rights under these ToS (or any interest in those rights); or
(b) Who, as administrator, liquidator or otherwise, is entitled to exercise those rights,
and in particular those references include a person to whom those rights (or any interest in those rights) are transferred or pass as a result of a merger, division, reconstruction or other reorganisation involving that Party. For this purpose, references to a Party’s rights under these ToS include any similar rights to which another person becomes entitled as a result of a novation of these ToS.
No delay, neglect or forbearance on the part of either Party in enforcing against the other Party any term or condition of these ToS shall either be or deemed to be a waiver or in any way prejudice any right of that Party under these ToS. No right, power or remedy in these ToS conferred upon or reserved for either Party is exclusive of any other right, power or remedy available to that Party.
Time shall be of the essence in these ToS as regards any time, date or period mentioned in these ToS or subsequently substituted as a time, date or period by agreement in writing between the Parties.
Each Party shall bear its own legal costs and other costs and expenses arising in connection with the drafting, negotiation, execution and registration (if applicable) of these ToS.
A person or entity who is not a Party to these ToS has no right under the Contracts (Rights of Third Parties) Act (Cap. 53B) to enforce any term of these ToS.
The Parties shall execute and do and procure all other persons if necessary, to execute and do all such further deeds, assurances, acts and things as may be reasonably required so that full effect may be given to the terms and conditions of these ToS.