GTE DIRECT PARTNER NETWORK PROGRAM TERMS

Edbingo Pte Ltd GTE DIRECT PARTNER NETWORK (GPN) PROGRAM TERMS

These Edbingo Pte Ltd GTE Direct Partner Network (“GPN”) Program Terms (“Terms”) are entered into by Edbingo Pte Ltd (“Edbingo”), incorporated and registered in Singapore with company number 202007781W whose registered office is located at 51 Goldhill Plaza, #07-10/11, SINGAPORE 308900 and the entity executing these Terms or that accepts these Terms electronically (“Referring Partner”), which expression shall, unless repugnant to the context or the meaning thereof, be deemed to mean and include its successors and assigns. (Edbingo and Referring Partner, as the context may require, hereinafter be collectively referred to as the “Parties” and individually as a “Party”).

RECITALS

The Referring Partner is an education agent who represents or acts on behalf of education institutions, in dealing with the marketing and sales of the courses offered by the said education institutions to future international students.
Edbingo Pte Ltd is an education technology company offering various recruitment solutions to education institutions, education agents and future international students. One of the solutions offered by Edbingo Pte Ltd is called GTE Direct.
GTE Direct is a tailor-made, turn-key, digital, genuine student training and evaluation solution for future-student applicants. The GTE Direct solution is designed to help genuine applicants from high immigration risk countries to prepare to submit high quality course and visa applications that have an improved probability of success.
The Referring Agent has applied to join the Edbingo Pte Ltd GTE Direct Partner Network (“GPN”) Program to promote, create interest and refer the GTE Direct services to future student applicants.
Subject to successful verifications of the Referring Partner, Edbingo accept Referring Partner into the Edbingo Pte Ltd GTE Direct Partner Network (“GPN”) Program
Accordingly, the Referring Partner has agreed to accept the Terms and to to record their accptenace by electronically accepting the Terms

NOW THEREFORE, These Terms govern the Referring Partner’s participation in Edbingo Pte Ltd GTE Direct Partner Network (“GPN”) Program in consideration of the mutual covenants and promises contained herein, it is hereby agreed by and between the Parties as follows:

DEFINITIONS: In these terms, the words and expressions shall, unless the context requires otherwise, have the meanings ascribed to as outlined in detail on https://www.gtedirect.com/gpn-definations
INTERPRETATIONS: These Terms need to be viewed in context as ascribed in detail on https://www.gtedirect.com/gpn-interpretations
TERM: The initial term of Engagement of the Referring Partners based on the Terms will be from the date the Referring Partner electronically accepts the Terms through https://www.gtedirect.com/agents (“Commencement Date”) and expire on the one year anniversary of that date. The Agreement shall automatically renew for successive one-year terms unless either party sends the other written notice of its desire not to renew the Agreement at least 30 (thirty) days before the end of the then-current term.
ENGAGEMENT OF REFERRING PARTNER: Edbingo engages the Referring Partner to be its Marketing and Sales representative to promote, create interest and refer the GTE Direct services to the future student applicants, on the Terms as set out in this document and accepted by the Referring Partner.
REFERRING PROCESS: The Referring Partner will refer future student to the GTE Direct services by informing them to purchase a relevant GTE package at the following website: https://www.gtedirect.com/ ; and instructing them to identify the Referring Partner as the agent who referred them to the solution once the future student customers have logged-into the GTE Direct Online Center (GOC)
CONSIDERATION:
1. Edbingo will pay the Referring Partner the Consideration, a “once-off fee” for each Identifiable and Attributable Student for the GTE Direct Packs as detailed below:
  1. GTE Direct Basic Pack: USD 10
  2. GTE Direct Standard Pack: USD 15
  3. GTE Direct Intermediate Pack: USD 20
  4. GTE Direct Advanced Pack: USD 25
2. The Consideration may be revised by Edbingo at any time, with a 15 days’ notice.
3. No Consideration is payable to an Education Agent unless or until there is a valid GTE Direct Agent Partner Network Agreement in place. For the avoidance of doubt, no Consideration will be backpaid for any claims of referrals prior to the Commencement Date of a valid GTE Direct Agent Partner Network Agreement.
4. No Agreed Consideration is payable by Edbingo in relation to a Customer unless the Customer:
  1. Has purchased a GTE Direct Pack directly; and
  2. Can be identified and attributed to the Referral Partner by confirming that the Referral Partner has referred them to the Service either by:
    1. Selecting the Referring Partner from within the GTE Direct Online Center (GOC); or
    2. If the Referring Partner was not identified within the GTE Direct Online Center (GOC), by confirming the fact in writing by sending an email from their registered email address to support@gtedirect.com
5. The Parties acknowledge that the Agreed Consideration is calculated by reference only to the amount of revenue generated from the Identifiable and Attributable Customers.
MANNER OF PAYMENT: Edbingo agrees to pay the Consideration due to the Referring Partner on a monthly basis; in arrears, between the fifth (5th) and tenth (10th) day of each month; for all Identifiable and Attributable Customers who purchased a GTE Direct Pack between the first (1st) and last day of the previous month (the one immediately preceding the month of payment). If after a Consideration is paid, a Student subsequently requests and receives a refund or in case of a charge back, the Referring Partner must reimburse the Edbingo an amount equal to the Consideration received for that Customer in question. Wherever possible, the debits of Consideration due to refunds can be accounted for in future invoices, rather than insisting on actual money transfers. If no future invoices apply, then the Referring Partner must transfer to the Edbingo any monies owing due to Consideration received for Customers who subsequently applied for and received a refund for their purchases. The Edbingo will pay the Agreed Consideration payable under these Terms into the bank account that the Referring Partner has provided when joining the Edbingo Pte Ltd GTE Direct Partner Network (“GPN”) Program through https://www.gtedirect.com/agents
MANNER OF COMMUNICATION: For any correspondence with regards the payments, service delivery, or any other matters including notices Edbingo will use the Referring Partner’s email ID and phone number provided when joining the Edbingo Pte Ltd GTE Direct Partner Network (“GPN”) Program through https://www.gtedirect.com/agents. For urgent matters Edbingo may also send SMS alerts or call the registered mobile number of the Referring Partner. The Referring Partner may correspond with Edbingo for all matters using support@gtedirect.com.
CONFIDENTIALITY: Each party undertakes to the other to protect and respect Confidential Information. For the purpose of these Terms “Confidential Information” means all information relating directly or indirectly to the Edbingo and the Referring Partner and includes:
1. Information that is by its nature confidential.
2. Information that is designated by the Edbingo or the Referring Partner as confidential.
3. Information that either party knows or ought to know is confidential.
4. Any information relating to negotiations between the Edbingo and the Referring Partner.
5. Any information relating to a submission to or deliberations of the Edbingo or the Referring Partner.
6. Information comprised in or relating to any Intellectual Property Rights of either party or any other person.
7. Any information relating to the financial position of either party including information relating to the assets or liabilities of either party or a person and any other matter that does or may affect the financial position or reputation of either party or a person.
8. Any information of either party to which the other party has access (other than that information which is excepted below) that has any actual or potential commercial value to that party or to the person or corporation which supplied the commercial information; or
9. Any information relating to the policies, strategies, practices and procedures of the Parties.
PRIVACY: Both Parties must comply with all Privacy Laws in relation to Personal Information to the extent to which they are bound by Law. Each party must:
1. Provide to the other Party all assistance as is reasonably required to assist the other Party in complying with its obligations under any Privacy Law.
2. Notify the other Party if it becomes aware of any breach or alleged breach of its obligations under this clause.
3. Take all reasonable steps to ensure that Personal Information held by it is protected against misuse and loss, or unauthorized access, modification or disclosure, including without limitation undertaking any staff training as may be required
INTELLECTUAL PROPERTY RIGHTS: The Referring Partner acknowledges and agrees that it does not have any rights in any trademarks, logos, trade names or slogan affixed on the documents / Digital Assets / information provided to it by Edbingo, whether or not registered. The Referring Partner shall not use the same, save and except in accordance with these Terms. Further, the Referring Partner shall not claim, at any time, any right in such trademark, trade name, logo or slogan. The Referring Agent shall not claim any proprietary right, copyright or other intellectual property right in any documents provided to it hereunder for the performance of Services related to GTE DIRECT. All proprietary and intellectual property rights in any software provided by Edbingo to the Referring Partner hereunder shall vest solely in Edbingo or Edbingo’s licensors. The Referring Partner shall not at any time claim any such right in such software. Further, the Referring Partner shall not distribute, modify, decompile, reverse engineer or make derivatives of any such software provided to it. Such software shall be operated by the Referring Partner only in accordance with Edbingo’s instructions.
REPRESENTATIONS, WARRANTIES, COVENANTS:
1. Each Party hereby represents, warrants and covenants to the other Party that each of the statements set out herein below are true, accurate and complete as on the date of acceptance of these Terms:
2. It is a legitimate sole proprietorship firm / partnership firm / company duly incorporated and organized and validly existing under the laws of their respective jurisdiction and has full corporate power and authority to enter into these Terms and to perform its obligations under these Terms.
3. The execution and delivery of these Terms and the performance of its obligations under these Terms have been duly and validly authorized by all necessary corporate action. These Terms constitutes a legal, valid, and binding obligation, and is enforceable against it.
INDEMNITY: The Referring Partner agrees to indemnify, hold harmless, and defend Edbingo and its officers, directors, employees, agents, customers and subcontractors from and against any and all claims, losses, liabilities, damages, settlements, expenses and costs (including attorneys’ fees and court costs) which arise out of (a) any breach of these Terms by the Referring Partner; (b) any gross negligence or willful misconduct by the Referring Partner or its employees, agents or representatives.
NO WAIVER: Any failure by Edbingo to require strict performance by the Referring Partner of any provision of these Terms shall in no way affect Edbingo’s right to require such performance at any time thereafter, nor shall the waiver by Edbingo of any breach of any provision of these Terms be taken or held to constitute a waiver of any succeeding breach of such or any other provision of these terms. No waiver by Edbingo of any provision of these Terms shall be binding upon Edbingo unless it is in writing and is signed by the duly authorized representative of Edbingo.
EFFECT OF TERMINATION
1. Upon termination of by either party the Referring Partner shall immediately cease to use all trademarks, trade names, brands, designs, logos, documents and software belonging to or issued by Edbingo; and promptly return to Edbingo:
  1. all documents or other material on which such trademarks, trade names, brands, designs, logos, etc. are affixed; and
  2. all software and other documents provided to it by Edbingo.
  3. all the Confidential Information until otherwise required to be preserved under a specific law.
2. Edbingo may publish, display at a prominent place in its office or branches, post on website and take such other measures to inform its Students regarding the termination of the services of the Referring Partner and use Referring Partners name/logo in any such communication. The Referring Partner shall not have any objection to the same even after termination of these Terms.
3. The Parties agree that clauses 8, 9, 11, 12, 13, 14, 15, and 16 shall survive termination of these Terms.
GOVERNING LAW, DISPUTE RESOLUTION AND JURISDICTION:
1. These Terms are governed by the laws of Singapore.
2. Any dispute arising out of or in connection with these Terms including any question regarding its existence, validity or termination, if not resolved by the parties in good faith and through mutual negotiation within 15 days shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre ("SIAC Rules") for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of the arbitration shall be Singapore. The Tribunal shall consist of one arbitrator selected by Edbingo. The language of the arbitration shall be English. Any decision rendered by the arbitrator will be final and binding on the parties, and judgment thereon may be entered by any court of competent jurisdiction. The arbitrator may order equitable or injunctive relief consistent with the remedies and limitations in these Terms
ASSIGNMENT Edbingo shall be entitled to assign these Terms and its contractual rights and obligations arising hereunder to any third party.
AMENDMENTS Edbingo may add to, delete from or modify these Terms at any time without liability. The modified Terms will be posted at www.gtedirect.com/gpn-terms. The Referring Partner should look at these Terms regularly. The changes to the Terms will not apply retroactively and will become effective 7 days after posting. However, changes specific to new functionality or changes made for legal reasons will be effective immediately upon notice.