4.1 The Products shall be provided to the Customer without any charge. If in the future BridgeU, at its sole discretion, elects to introduce any paid products, the Customer may enter into a separate Order Form for such paid products.

5. PROPRIETARY RIGHTS

5.1 The Customer acknowledges and agrees that BridgeU and/or its licensors own all Intellectual Property Rights in the Platform and Services. Except as expressly stated herein, this Agreement does not grant Customer any rights to, under or in, Intellectual Property Rights in respect of the Platform or Services.

5.2 BridgeU confirms that it has all the rights in relation to the Platform that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this Agreement.

5.3 Customer grants to BridgeU:

(a) for the duration of the Term, a non-exclusive, irrevocable licence to use the Customer Data to provide Customer with access to the Platform and its functionality; and

(b) a non-exclusive, perpetual, irrevocable licence to use anonymised and aggregated data derived from the Customer Data for any purpose whatsoever (including to improve the Platform).

6. CONFIDENTIALITY

6.1 Each party may be given access to Confidential Information from the other party in order to perform obligations under this Agreement. Each party shall:

(a) keep confidential and not disclose any such Confidential Information to any person save as expressly permitted by this Clause 6; and

(b) protect the Confidential Information against unauthorised disclosure by using the same degree of care as it takes to preserve and safeguard its own Confidential Information of similar nature, being at least a reasonable degree of care.

6.2 Confidential Information of a party may be disclosed by the other party to its employees, agents and advisors who need to know the Confidential Information for the purpose of exercising their rights or carrying out their obligations under this Agreement without the prior written consent of the other party.

6.3 The obligations set out in this Clause 6 shall not apply to Confidential Information that:

(a) is or becomes publicly known (other than through a breach of an obligation of confidence);

(b) was in the other party’s lawful possession before the disclosure;

(c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure;

(d) is independently developed by the receiving party, which independent development can be shown by written evidence; or

(e) Confidential Information that is required to be disclosed by law, or by a governmental authority, stock exchange or regulatory body, provided that the party subject to such disclosure requirement must where permitted by law give to the other party prompt written notice of the disclosure requirement.

6.4 This Clause 6 shall survive termination of this Agreement, howsoever arising.

7. SUPPORT SERVICES

7.1 BridgeU will provide to the Customer the following support services:

(a) BridgeU’s standard customer support services during Business Hours in accordance with this Agreement and the Order Form in effect at the time that the Services are provided. BridgeU may amend this Agreement and the Order Form in its sole and absolute discretion from time to time by providing the Customer with at least 14 days’ written notice;

(b) BridgeU shall use reasonable commercial endeavours to correct substantial program errors in the Platform within 30 days of discovery or notification of the error; and

(c) respond within a reasonable period of time to all technical questions relating to use of the Platform submitted by the Customer in writing to BridgeU.

8. MARKETING RIGHTS

8.1 The Customer hereby grants BridgeU a non-exclusive, worldwide, irrevocable and royalty-free license to use Customer’s name and logo to refer to Customer’s use of the Platform on BridgeU’s website and in its sales and promotional material for the duration of the Term and for five (5) years thereafter.

9. BRIDGEU’S OBLIGATIONS

9.1 BridgeU shall use commercially reasonable endeavours to make the Platform available 24 hours a day, seven days a week, except for any planned and unscheduled maintenance.

9.2 BridgeU warrants that:

(a) the Platform will operate without substantial errors;

(b) the Platform will perform substantially in accordance with any documentation provided by BridgeU; and

(c) the Platform will not infringe any third party’s Intellectual Property Rights.

9.3 The warranties at Clauses 9.2(a) and 9.2(b) shall not apply to the extent of any non-conformance which is caused by use of the Platform contrary to BridgeU’s instructions, or modification or alteration of the Platform by any party other than BridgeU or BridgeU’s duly authorised contractors or agents. If the Platform does not conform with the foregoing warranty, BridgeU will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer’s sole and exclusive remedy for any breach of the warranty set out in Clauses 9.2(a) and 9.2(b). Notwithstanding the foregoing, BridgeU:

(a) does not warrant that the Customer’s use of the Platform will be uninterrupted or error-free; or that the Platform and/or the information obtained by the Customer through the Platform will meet the Customer’s requirements; and

(b) is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Platform may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

9.4 BridgeU warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this Agreement.

9.5 BridgeU charge a fee to the universities for access to specific services determined at its discretion. This fee may be based per license, per service or tied to the university’s enrolment performance in a given admissions cycle.

10. CUSTOMER’S OBLIGATIONS

10.1 Customer shall:

(a) provide BridgeU with all necessary co-operation and information in relation to this Agreement;

(b) comply with all applicable laws and regulations with respect to its activities under this Agreement;

(c) be responsible for setting the access rights for each of its Authorised Users;

(d) ensure that the Authorised Users’ use of the Platform is in accordance with the terms and conditions of the Agreement and shall be responsible for any Authorised User’s breach of this Agreement;

(e) obtain and shall maintain all necessary licences, consents, and permissions necessary for BridgeU, its contractors and agents to perform their obligations under this Agreement;

(f) perform its obligations under this Agreement in compliance with Sanctions and notify BridgeU if it becomes aware of any non-compliance with Sanctions; and

(g) comply with its data protection obligations in Schedule 2, which is incorporated into this Agreement by reference.

10.2 Customer represents that neither Customer nor any of its equity holders, partners, officers, directors, employees, representatives, or agents, nor any other person receiving any service or benefit under this Agreement, is a Blocked Person.

11. LIMITATION OF LIABILITY

11.1 Except as expressly and specifically provided in this Agreement:

(a) the Customer assumes sole responsibility for results obtained from the use of the Platform by the Customer and the Authorised Users, and for conclusions drawn from such use. BridgeU shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to BridgeU by the Customer in connection with the Platform, or any actions taken by BridgeU at the Customer’s direction;

(b) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement; and

(c) the Platform is provided to the Customer on an “as is” basis.

11.2 Nothing in this agreement excludes the liability of BridgeU:

(a) for death or personal injury caused by BridgeU’s negligence; or

(b) for fraud or fraudulent misrepresentation or any other liability that cannot be lawfully limited.

11.3 Subject to Clause 11.1 and Clause 11.2:

(a) BridgeU shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this Agreement; and

(b) BridgeU’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to the greater of £10,000 or the total Fees paid by the Customer during the 12 months immediately preceding the date on which the claim arose.

12. TERMINATION

12.1 Either party may terminate this Agreement on 60 Days’ written notice, provided that such notice expires no earlier than the first anniversary of the Effective Date.

12.2 Where the Customer does not meet the Minimum Usage Requirement, BridgeU shall provide the Customer with 60 days’ written notice to rectify this default. If after 60 days the Customer has not rectified the default, BridgeU shall have the right to terminate this Agreement on written notice to the Customer without affecting any other right or remedy available to it. 

12.3 Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party:

(a) if the other party commits a material breach of any other term of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;

(b) if the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;

(c) if a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party; or

(d) if an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party.

12.4 On termination of this Agreement for any reason:

(a) all licences granted to the Customer shall immediately terminate and the Customer shall immediately cease all use of the Platform;

(b) each party shall return and make no further use of any equipment, property and other items (and all copies of them) belonging to the other party; and

(c) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of this Agreement which existed at or before the date of termination shall not be affected or prejudiced.

13. GENERAL

13.1 Unless otherwise stated, all notices in connection with this Agreement shall be in writing and sent by post to the other party’s offices (as stated on the Order Form) or by email to: (1) hi@bridgeu.com, for notices to BridgeU; and (2) the email address stated on the Order Form, for notices to the Customer.

13.2 The parties are each independent contractors. Nothing in this Agreement will constitute a partnership, agency relationship or contract of employment between the parties.

13.3 BridgeU may update or vary these Platform Terms and Conditions at any point by (1) amending or updating this webpage (https://production-cn-assets.bridge-u.com.cn/legal/index.html

13.4 No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, not shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

13.5 BridgeU shall have no liability to the Customer under this Agreement if it is prevented from or delayed in performing its obligations, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the Customer is notified of such an event and its expected duration.

13.6 Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provide by law.

14. SEVERANCE

14.1 If any provision (or part of a provision) of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.

14.2 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

15. DEALING

15.1 The Customer shall not, without the prior written consent of BridgeU, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.

15.2 BridgeU may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.

16. ENTIRE AGREEMENT

16.1 This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

16.2 Each party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.

17. GOVERNING LAW AND JURISDICTION

17.1 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

17.2 Each party irrevocably agrees that the courts of England and Wales shall have non-exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

SCHEDULE 1 – DEFINITIONS

“Agreement” means these Platform Terms and Conditions together with an executed Order Form.

“Blocked Person” means any person that is (i) included on any sanctions-related list of designated or restricted persons maintained by Her Majesty’s Treasury, OFAC (including, without limitation, OFAC’s Specially Designated Nationals and Blocked Persons List), the U.S. Department of State, the European Union, any European Union member state, or the United Nations Security Council, or (ii) otherwise the subject of Sanctions.

“BridgeU” means BridgeU Limited, a company incorporated and registered in England and Wales with company number 08989432 whose registered office is at Palace House, 3 Cathedral Street, London SE1 9DE United Kingdom

“Business Hours” means between 9.00 and 17.30 London time on a Business Day.

“Confidential Information” means all confidential information (however recorded or preserved) disclosed by a party to the other party after the date of the Agreement, including but limited to any information that would be regarded as confidential by a reasonable business person.

“Customer” means the person, corporate or unincorporated body (whether or not having separate legal personality) stated on the Order Form.

“Customer Data” has the meaning given to it in Schedule 2.

“Effective Date” means the earlier of (a) the date an Order Form is executed by Customer or (b) the use of the Platform by an Authorised User.

“Products” means products and services relating to the Platform which are provided to the Customer, including Applications and BridgeU Community, as set out in an Order Form.

“Intellectual Property Rights” means patents, utility models, rights to inventions, copyright and neighbouring and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

“Minimum Usage Requirement” means at least one Authorised User login activity every 12 months.

“Order Form” means an Order Form signed by the Customer.

“Platform” means BridgeU’s career and university guidance software platform for secondary schools, which includes the Applications and BridgeU Community services, as may be more particularly described on the Order Form.

“Sanctions” means all sanctions laws and regulations imposed or administered by Her Majesty’s Treasury, the U.S. Government (including, without limitation, the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”)), the European Union, any European Union member state, and the United Nations Security Council.

“Services” means all services as described in an Order Form.

“Term” means the duration of the Agreement from the Effective Date until it is terminated.

“User Subscriptions” means the user subscriptions made available to the Customer which entitle the Authorised Users to access and use the Platform in accordance with this Agreement.

“Virus” means any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

SCHEDULE 2 – DATA PROTECTION

1. INTERPRETATION

The following additional definitions are used in this schedule:

“Customer Data” means the personal data processed by (or on behalf of) the Customer under, or in connection with, this Agreement and as set out in the https://production-cn-assets.bridge-u.com.cn/privacy/index.html

“Data Protection Legislation” all applicable data protection and privacy legislation in force from time to time in the UK including the retained EU law version of the General Data Protection Regulation ((EU) 2016/679) (“UK GDPR”); the Data Protection Act 2018 (“DPA 2018”) (and regulations made thereunder) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended and the guidance and codes of practice issued by the Information Commissioner or other relevant regulatory authority and applicable to a party ). Terms having a specific meaning in the Data Protection Legislation (including process, processor, controller, personal data, data subject) will have the same meaning when used in this Agreement.

“Data Breach” any breach of security leading to the accidental or unauthorised destruction, loss, alteration, disclosure of, or access to, Customer Data.

2. PROCESSING OF PERSONAL DATA

2.1 The parties shall each process Customer Data. The parties acknowledge that the factual arrangement between them dictates the classification of each party in respect of the Data Protection Legislation. Notwithstanding the foregoing, the parties anticipate that the Customer shall act as a Data Controller and BridgeU shall act as a Data Processor and a Data Controller as follows:

(a) Customer shall be a Data Controller where it is processing Customer Data in relation to its role as an education provider;

(b) BridgeU shall be a Data Processor where it is processing Customer Data in relation to its role as the provider of the Platform to the Customer and its Authorised Users; and

(c) BridgeU shall be a Data Controller where it is processing Customer Data in relation to its role as the provider of the products and services (as further detailed at universities.bridge-u.com) pursuant to its agreement with the universities and where BridgeU is processing Customer Data in relation to BridgeU Community.

2.2 Customer (as Data Controller) and BridgeU (as Data Processor and Data Controller) shall comply with their obligations under the Data Protection Legislation in relation to any Customer Data which BridgeU processes under or in connection with this Agreement.

2.3 Where the Customer is Data Controller and BridgeU is acting as Data Processor, BridgeU shall:

(a) Process Customer Data only in accordance with the instructions of the Customer (which include the instructions of a general nature as set out in the Agreement or as otherwise notified by Customer to BridgeU during the Term) unless BridgeU is required by applicable law to process Customer Data otherwise;

(b) ensure that its personnel that process the Customer Data are bound by a duty of confidentiality;

(c) notify the Customer without undue delay after becoming aware of a Data Breach and provide reasonable assistance to the Customer with any investigation into and remediation of a Data Breach;

(d) provide the Customer with reasonable assistance with any notifications made to relevant authorities and/or Data Subjects in relation to a Data Breach;

(e) provide the Customer with reasonable assistance in carrying out any data protection impact assessments;

(f) delete all Customer Data after the end of the provision of Services relating to processing, and delete existing copies unless applicable law requires continued storage of the Customer Data;

2.4 Where Customer is Data Controller and BridgeU is acting as Data Processor, Customer shall:

(a) where necessary, ensure that it has informed Data Subjects whose Customer Data is processed by BridgeU under or in connection with this Agreement that the Customer may disclose their Customer Data to BridgeU, and that the relevant Data Subjects (or where applicable, their parents or legal guardians) have, where necessary, consented to such processing and disclosure. For any Data Subjects under the age of fourteen (14), the Customer is responsible for obtaining the written consent of the Data Subject’s parent or legal guardian to the processing and disclosure of their personal data in accordance with the Customer’s local data protection laws, such as the Chinese Personal Information Protection Law (“PIPL”). If the Data Subject (or where applicable, their parents or legal guardians) do not consent to such processing and disclosure, BridgeU will not be able to provide the Data Subject with access to the Platform or the Services. The Customer shall be responsible for ensuring the Customer Data provided by the Customer to be processed by BridgeU pursuant to and in accordance with this Agreement is processed on lawful grounds;

(b) be solely responsible for any automated decision making it makes on or in connection with the Platform and shall ensure it implements suitable measures to safeguard the Data Subjects’ rights and freedoms;

(c) promptly notify BridgeU in the event of any withdrawal of any relevant consent, or request to restrict processing by any Data Subject whose Customer Data is processed pursuant to this Agreement, giving sufficient details of the withdrawal to enable the Data Processor to comply with its obligations under the Data Protection Legislation.

(d) agree that BridgeU has: (1) general written authorisation to engage sub-processors, provided it informs the Customer of any intended changes; (2) specific written authorisation to use the sub-processors that BridgeU has in place at the date of this Agreement (a list of which can be obtained from BridgeU on request); and (3) written authorisation to transfer Customer Data outside of the United Kingdom (“UK”) or European Economic Area (“EEA”) to sub-processors that it has in place at the date of this Agreement, provided it complies with the relevant provisions of the UK GDPR.

2.5. Where BridgeU is Data Controller, BridgeU shall:

(a) ensure compliance with applicable national data protection laws at all times during the Term of this agreement, including providing information to the Data Subjects in the form of a https://production-cn-assets.bridge-u.com.cn/privacy/index.html

(b) comply with requests from Data Subjects to exercise their rights under the Data Protection Legislation within the time limits imposed by the Data Protection Legislation;

(c) not retain or process Customer Data for longer than is necessary; and

(d) have in place throughout the Term appropriate technical and organisational security measures to protect Customer Data.

2.6 Each party must promptly notify the other if it becomes aware of a complaint or allegation of breach of the Data Protection Legislation by any person or an investigation or enforcement action by a regulatory authority, in connection with this Agreement.

3. TRANSFERS

3.1 The Customer acknowledges and agrees that BridgeU may, subject to the terms of this Agreement, transfer Customer Data to locations outside of the UK and the EEA in order to provide the Services and fulfil its obligations under this Agreement.

3.2 BridgeU will ensure that where it transfers Customer Data to a country outside the UK or EEA that: (a) the transfer is to a country approved by the UK Information Commissioner as providing adequate protection pursuant to Article 45 of the UK GDPR; (b) there are appropriate safeguards in place pursuant to Article 46 of the UK GDPR; or (c) one of the derogations for specific situations in Article 49 of the UK GDPR apply to the transfer.

3.3 If the appropriate safeguards demonstrated or implemented by BridgeU are deemed at any time not to provide an adequate level of protection in relation to the Customer Data, BridgeU will implement such alternative measures as may be required to ensure that the relevant international transfer and all resulting processing are compliant with the Data Protection Legislation.