School Terms of Service

TERMS OF SERVICES

Edvance and the School have entered into a Service Agreement ("Agreement"). The School has sought to use Edvance's services (referred to as Services) and agree to these Terms of Service (the Terms) set out hereunder. These Terms shall also include, without limitation, the Privacy Policy, Terms or other similar policies separately put up on the Platform (all such policies together constituting the Policies), which shall be considered an integral part of these Terms and shall be deemed to have been incorporated by reference into these Terms.

1. INTRODUCTION

1.1. The following terms and conditions apply to School’s use of the Services. This term of service (“Terms of Service”) is a contract between Edvance and you (“you”, “your", "School”) who registered a School Account with us, and it governs your use of all Services (defined below). Please read the following Terms of Service carefully so that you are aware of your legal rights and obligations with respect to us and our affiliates (individually and collectively, "Company", "we", "us" or "our"). By using the Services or opening an account, you signify your acceptance of these terms of service. We reserve the right to revise the Terms of Service, guidelines, notices, operating rules and policies, and instructions at any time and you are deemed to be aware of and bound by any changes to the foregoing upon their publication.

2. INTERPRETATION

2.1. In this Terms of Service, the following words will have the meanings assigned to them in this clause, except where inconsistent with the context:

“Platform” means and includes the Edvance Mobile Application, Edvance website and any other linked pages products, software(s), API keys, features, content, or application services (including but without limitation to any mobile application services) in connection therewith, and/or the Edutinker Platform (an SaaS-based communication platform owed by Technodemics Smart Solutions Private Limited which includes website and digital applications including but not limited to mobile applications), offered from time to time by Edvance to enable the Users to avail the Services through the Platform. Where other services or products, including those of related or third parties, are offered as part of Edvance, then such products and services to the extent they are offered on the Edvance Platform shall also be included in the definition of Platform;

“Card or Payment Scheme” means any card payment systems (such as VISA, MasterCard, American Express or others), bank payment scheme (such as direct banking system, direct debit system or bank transfer system);

“School Account” means the School’s registered account with Edvance or bank account designated by School (as the case may be);

“School Product/Service” means any product or service offered by School to its customers and which is ordered, purchased or otherwise provided to a customer pursuant to a Transaction;

“School Registration Form” means the registration form completed and signed by School for the Services;

“Services” means electronic payment solutions via the internet and all other products and services offered by Edvance through any other means (including but not limited to services provided by virtue of the Edutinker Platform); and

“Transaction” means any transaction between School and its customer using the Services for the purchase of goods and/or services from School.

2.2. Headings are for convenience only and shall not affect the construction or interpretation of this Terms of Service.

3. SERVICES

3.1. School acknowledges and agrees that:

(a) Edvance is, among others, a fee collection service that collects fees on behalf of the School. While we make every effort to ensure that the fee information is accurate, we cannot be held responsible for any errors, omissions, or discrepancies in the fee information provided to us by the School. By using Edvance’s Service, Edvance is not responsible for any inaccuracies or errors in the fee information provided by the School.

(b) Any dispute arising out of any School Product/Service is between the parent / payer (hereinafter, “payer” and “parent” shall be used interchangeably) and the School. Any Transaction in relation to the School Product/Service shall only obligate the School. Edvance shall not be a party to any dispute including but not limited to disputes over performance and liability issues relating to the delivery, quality, quantity, or use of the School Product/Service. The School is responsible for knowing whether a Transaction is erroneous or suspicious, you agree to conduct all necessary acts to ensure the Transaction is genuine.

(c) Any payment monies collected from parents and received by Edvance shall be settled and transferred into the School Account within a fixed timeframe on a daily, weekly, biweekly, or monthly basis, as agreed by the Parties after deduction of any fees due to Edvance including any applicable taxes and/or duties. School agrees to be responsible for all the costs, expenses, fees and/or bank charges applicable to the settlement and transfer.

(d) The Edutinker Platform is an SaaS-based communication platform owned by Technodemics Smart Solutions Private Limited, which includes website and digital applications including but not limited to mobile applications. It is offered as part of Edvance's services and if such service(s) is/are elected by the School, the School is bound by the terms and conditions of the Edutinker Platform, of which are stated on the Edutinker Platform's website.

3.2. School is aware that the receipt of a payment into the School Account does not amount to the receipt of cleared funds. School remains liable to Edvance for the full amount of the payment and any fees deducted therefrom if the payment is later reversed for any reason (“Reversal Amount”). In the event of a payment reversal, Edvance is entitled to debit the School Account with the Reversal Amount and any applicable third-party chargeback or reversal fee. If Edvance is unable to fully recover the Reversal Amount and/or the applicable third party chargeback or reversal fee from the School Account (including any monies transferred into it after the payment reversal), School is required to repay the Reversal Amount and/or any negative balance of the School Account to ensure that the Reversal Amount and/or any negative balance can be fully recovered by Edvance. Failure to do so is a breach of these Terms of Service. Repayment of the Reversal Amount and/or any negative balance is due immediately without notice. Edvance reserves the right to, at any time, demand repayment by School for such amount.

3.3. In the event that a parent requests a refund from the School, Edvance will follow the school's refund and return policy. If Edvance is requested to assist in processing refunds on behalf of the school, we may do so on a case-by-case basis. However, the school agrees to bear all costs associated with processing refunds, including any chargeback and/or transactional costs.

3.4. Edvance is not liable for any losses you incur from any fraudulent activities engaged by you. Further, we are entitled to recover any losses we incur from such activities.

3.5. Edvance, acting reasonably, reserves the right to suspend, at any time and at its sole discretion, the School Account and/or the Services in any of the following circumstances:

(a) where Edvance believes it is necessary or desirable to protect the security of the School Account and/or the Services;

(b) if any Transactions are made which Edvance in its sole discretion deems to be:

(i) made in breach hereof or in breach of the security requirements of the School Account and/or the Services; or

(ii) suspicious, unauthorised or fraudulent, including but without limitation to, money laundering, terrorism financing, fraud or other illicit activities;

(c) upon the insolvency, liquidation, winding up, bankruptcy, entrance into receivership or dissolution of School, or where Edvance considers that there is a reasonable likelihood for any of the foregoing to occur;

(d) if the Transactions are for the sale of goods and/or services which fall outside of the agreed business activities of School, or where School fails to deliver such goods and/or services, and/or where School is engaged in third party processing and not delivering goods and/or services itself; or

(e) otherwise in connection with Edvance compliance with any applicable laws and regulations

3.6. In the event that Edvance suspends the School Account and/or the Services provided to School, Edvance may reinstate the same and, where necessary, provide new security details such as a password, as soon as practicable after the reason for the suspension ceases to exist.

4. OBLIGATIONS

4.1. School shall open and maintain a School Account by registering with Edvance. School shall be responsible for maintaining adequate security and control of any and all identifications, passwords, personal identification numbers (PINs), or any other codes that School uses to access the Services.

4.2. School shall not receive payments as consideration for any product or service which is not in compliance with all applicable laws and regulations in Malaysia.

4.3. School shall cooperate with Edvance at School’s cost to investigate any suspicious illegal, fraudulent or improper activity related to any Transactions.

4.4. At any time, for the purposes of complying with applicable laws, School shall provide Edvance with such information as Edvance may reasonably request, including information about School’s business. School shall inform Edvance in writing of any material changes to its business including the goods and/or services, School’s business name, website, or payment method, no later than thirty (30) days prior to such changes.

4.5 Your Username and Password are confidential information that cannot be shared with any party. We will always hold and assume that the use of your Username and Password is done by you alone and have the right to conclude that such utilisation/activity is conducted or sent by you. You further agree and acknowledge that you shall be bound by and agree to fully indemnify us against any and all Losses attributable to any use of any Services and/ or access to the Platform referable to your Username and Password. The School Product/Service that is made available to customers shall comply with applicable laws in any jurisdiction in or to which School makes its goods and/or services available.

4.6. School shall at all times have all relevant licences and permits to conduct School’s business and/or sale of School Product/Service.

4.7. School represents and warrants that it is not receiving funds in connection with any illegal, fraudulent, deceptive or manipulative act or practice and that School is not knowingly sending or receiving funds to or from an illegal source.

4.8. Neither School nor any of its subsidiaries or affiliates, nor any director or officer of School, nor, to School’s knowledge after due inquiry, any director or officer, employee, agent, controlled affiliate or representative of the School or any of its subsidiaries or affiliates (“Person”), is an individual or entity that is, or is owned or controlled by a Person that is currently the subject of any sanctions administered or enforced by the authorities, including but not limited to the Malaysian Security Council, U.S. Department of Treasury’s Office of Foreign Assets Control, the United Nations Security Council, the European Union or His Britannic Majesty’s Treasury (collectively, “Sanctions”), nor located, organised or resident in a country or territory that is currently the subject of Sanctions. School will not use the Services in any manner that will result in a violation of Sanctions by any Person, including Edvance and any of its affiliates, directors, officers, employees, and agents. School and its subsidiaries and affiliates have not knowingly engaged in, are not now knowingly engaged in, and will not engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions. School agrees that it, its subsidiaries and affiliates and any Person shall conduct business in compliance with Anti-corruption Laws and shall not take any action, directly or indirectly, that would result in a violation of such laws, including but not limited to providing, offering, or promising, directly or indirectly, anything of value to any governmental authority or official that would result in a breach of any anti-corruption laws.

4.9. The operations of School and its subsidiaries and affiliates shall be at all times in compliance with all material aspects with applicable financial recordkeeping and reporting requirements and the money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines issued, administered or enforced by any governmental agency.

4.10. School is responsible for all losses, reversals, fees, claims, penalties or chargebacks, incurred by the School or Edvance, another user, or a third party caused by or arising out of the School’s breach of this Terms of Service, damage to or loss of the School’s devices, the authorised use of the School’s account by a third party and/or the School use of the Service, and where such are borne by the Company, another user, or a third party, the School agrees to reimburse the same for any and all such liability.

4.11. School is required to regularly login, review transaction history and to make sure that there have not been any unauthorised Transactions.

5. FEES AND TAXES

5.1. The fees payable by School for the Services are as set out in the School Registration Form, which shall form part of these Terms of Service. Unless otherwise indicated, fees are quoted in Malaysia currency, which is exclusive of GST.

5.2. Edvance may vary the fees, or advise School of any additional fees, applicable to these Terms of Service at any time by posting a notice on the Edvance website or application and/or by sending School a notice via email or postal mail.

5.3. Any applicable taxes, duties and/or fees shall be borne by School, and School hereby authorises Edvance to deduct such taxes, duties and/or fees as required by law.

5.4. It is the School’s sole responsibility to determine which, if any, taxes and/or duties apply to the payments received, and to report and remit the correct tax to the competent tax authority.

6. INTELLECTUAL PROPERTY

6.1. Edvance and/or its licensors reserve and shall retain its entire right, title and interest in all copyrights, trademarks, and other intellectual property rights therein and relating thereto, except as expressly granted to School in these Terms of Service.

6.2. School grants Edvance a worldwide, non-exclusive, royalty-free, non-transferable licence to copy, use and display any logo, trademark, trade name or other intellectual property owned by, or licensed to School for the purpose of (i) identifying School as a partner that accepts the Services as a payment form; and (ii) any other use to which School specifically consents. School hereby warrants and represents that it owns or has the right to use and sublicense any intellectual property which it uses or licences for use to Edvance.

6.3. “Edvance” and all other URLs, logos, trademarks, intellectual property related to the Services are either trademarks or registered trademarks of Edvance or its licensors. School shall not copy, imitate or use them without Edvance’s prior written consent. In addition, School shall not copy, modify or amend any of the Services or intellectual property related to the Services. All rights, titles and interests in and to the Services, the technology related to the Services, and any and all technology and any content created or derived from any of the foregoing is the exclusive property of Edvance and/or its licensors.

6.4. With regard to the intellectual property owned or licensed by Card or Payment Schemes, School shall follow instructions given by the relevant Card or Payment Scheme. School shall not use such intellectual property in a way that is or may be detrimental to the business or brand of the relevant Card or Payment Scheme.

7. NO WARRANTY

7.1. The services are provided “as-is” and without any representation or warranty, whether express, implied or statutory. Edvance, and any of its subsidiaries and affiliates, officers, directors, agents, joint ventures, employees and suppliers specifically disclaim any implied warranties of title, merchantability, fitness for a particular purpose and non-infringement. Edvance does not have any control over the goods and/or services that are paid for with the services. Edvance does not guarantee continuous, uninterrupted or secure access to any part of the services, and operation of the services may be temporarily suspended for maintenance or upgrade or interfered with by numerous factors outside of Edvance’s control. Edvance makes no warranty on the solvency of the company or as a result of the insolvency or ceasing to trade of any authorised School with which the money is held. Edvance will make reasonable efforts to ensure that the services are processed in a timely manner, but Edvance makes no representations and warranties regarding the amount of time needed to complete processing.

7.2. Edvance shall not be liable for any of the following:

(a) a hardware, software, mobile device and/or internet connection is not functioning properly;

(b) any suspension or refusal to accept payments which Edvance reasonably believes to be made fraudulently or without proper authorisation;

(d) unforeseen circumstances preventing the proper performance despite any reasonable precautions taken by Edvance. Such circumstances may include but are not limited to acts of God, power outages, fire, flood, theft, equipment/device breakdowns, hacking attacks, internal mechanical or system failures, civil disturbance, war as well as downtimes of the Platform.

8. REPRESENTATIONS & WARRANTIES

8.1. School represents and warrants that:

(a) the entry into these Terms of Service and the performance thereof by School has been duly authorised and constitutes a valid and binding agreement of School, enforceable against it in accordance with the terms thereof;

(b) all information furnished to Edvance is true, accurate and not misleading;

(c) all formal consents, waivers, approvals, authorisations, exemptions, registrations, licences or declarations of or by or filing with, any authority or contracting party which are required to be made or obtained by School in connection with the entry into these Terms of Service and the performance of the same, have been duly obtained; and

(d) the entry, delivery, and performance of these Terms of Service by School will not violate or conflict in any material respect with any law, rule, regulation, code, ordinance, judgement, order, writ, injunction, decree or other requirement of any court/tribunal or of any governmental body or agency thereof applicable to School and/or the sale of the School Product or Service.

8.2. Edvance represents and warrants that:

(a) the entry into these Terms of Service by Edvance constitutes a valid and binding agreement, enforceable against it in accordance with the terms thereof; and

(b) the timely delivery and performance of these Terms of Service by Edvance will not violate or conflict in any material respect with any law, rule, regulation, code, ordinance, judgement, order, writ, injunction, decree or other requirement of any court/tribunal or of any governmental body or agency thereof applicable to Edvance.

9. PRIVACY

9.1. School acknowledges that when School downloads, instals or uses the Services, Edvance may use automatic means (including, for example, cookies and web beacons) to collect information about School’s device and about School’s use of the Services. School also may be required to provide certain information as a condition to downloading, installing or using the Services or certain of its features or functionality. All information collected by Edvance through or in connection with the Services is subject to Edvance’s Privacy Policy. By downloading, installing, using and providing information to or through the Services, School consents to all actions taken by Edvance with respect to the School’s information in compliance with the Privacy Policy.

10. TERMINATION

10.1. The term of the Agreement shall commence on the Commencement Date and, unless earlier terminated or extended as provided below, shall end twenty-four (24) months later (“Term”). The Agreement shall be automatically renewed upon expiry thereof, unless either Party provides written notice of termination to the other Party at least thirty (30) days prior to the end of the then current Term.

10.2. Edvance may terminate its provision of the Services immediately:

(a) if School files a petition for bankruptcy, becomes insolvent, or makes any arrangement or composition with or assignment for the benefits of its creditors, or a receiver is appointed for School or its business, or School goes into liquidation either voluntarily (otherwise than for reconstruction or merger) or compulsorily;

(b) upon the occurrence of a material breach of these Terms of Service by School or if such breach is capable of remedy, is not remedied within the time specified by Edvance; or

(c) School violates or fails to comply with any applicable law, regulation or any order by a competent court or government authority.

10.3. The School may terminate its provision of the Services immediately upon the occurrence of a material breach of these Terms of Service by Edvance.

10.4. Either Party may terminate this Agreement and Services (without offering any reasons therefore) by giving the other Party fourteen (14) days prior written notice of termination.

11. CONTACTING US

11.1. If you have complaints, feedback or believe a User or School on our Platform is violating these Terms of Service, please contact your customer success manager or email us at [email protected].

12. LIABILITY

12.1. In no event shall either Party be liable for indirect, incidental, special, punitive or consequential damages, including loss of use, loss of profits or interruption of business, however caused or on any theory of liability.

12.2. Edvance’s liability to School for any and all losses arising out of or in connection with these Terms of Service shall in no event exceed the fees received by Edvance from School in the three (3) months prior to the event giving rise to such liability.

13. INDEMNITY

13.1. School shall fully indemnify and hold Edvance, its parents, subsidiaries, affiliates, suppliers and agents and their respective officers, directors and employees (the “Indemnified Party”), harmless from any loss, liability, costs and expenses (including full reimbursement of any legal and professional costs) which the Indemnified Party suffers or incurs as a result of, or in connection with, any claim made or threatened by a third party relating to any School Product/Service and/or any breach of these Terms of Service and/or use of the Services by School.

13.2. Edvance agrees to indemnify and hold the School and its employees harmless from any claim or demand (including full reimbursement of any legal and professional costs) suffered or incurred as a result of, or in connection with, any claim made or threatened by a third party relating to any breach of these Terms of Service.

14. FORCE MAJEURE

14.1. Neither Party shall be liable to the other for loss or damage resulting from delay or failure to perform these Terms of Service, or any terms hereunder, either in whole or in part, when the same is due to causes beyond its reasonable control, including but not limited to civil war, insurrections, strikes, riots, fires, floods, explosions, earthquakes, serious accidents or any acts of God, government regulations, epidemics, quarantine or labour trouble resulting in cessation, slowdown or interruption of work. In the event of the same, the Parties' obligations herein and the delivery dates shall be extended for the periods of such circumstances only so far as they affect the performance of these Terms of Service.

14.2. The Party affected shall as soon as possible notify the other Party in writing of the commencement and (if applicable) end of said circumstances.

15. RELATIONSHIP

15.1. The Parties are independent contracting parties, and nothing in these Terms of Service will make any Party the employee, partner, agent, legal representative, trust or joint venturer of the other for any purpose whatsoever, nor does it grant either Party any authority to assume or to create any obligation on behalf of or in the name of the other.

16. ASSIGNMENT

16.1. Edvance may assign any of its rights or obligations under these Terms of Service without the prior written consent of School. For the purpose of this clause, assignment will include any assignment by operation of law and change in control of a Party.

16.2. School may not assign any of its rights under these Terms of Service to any person without the prior written consent of Edvance.

16.3. School may not allow, permit or let other person or merchant(s) to use the Services without the prior written consent of Edvance.

17. ENTIRE AGREEMENT

17.1. Terms of Service constitute the entire agreement between the Parties concerning the subject matter of these Terms of Service and supersedes all prior negotiations, arrangements, agreements and understandings, either oral or written, between the Parties.

18. GOVERNING LAWS

18.1. These Terms of Service shall be governed by and construed under the laws of Malaysia and the Parties irrevocably submit to the exclusive jurisdiction of the Courts of Malaysia.

19. PARTIAL INVALIDITY

19.1. In the event of the invalidity of any part or provision of these Terms of Service such invalidity must not affect the enforceability of any other part or provision of these Terms of Service

20. WAIVER

20.1. A Party’s failure to exercise or delay in exercising a right or power does not operate as a waiver of that right or power and does not preclude the future exercise of that right or power.

21. CONTRACTING PARTY

21.1. All references to Edvance refer to Edvance Digital Sdn Bhd, unless stated otherwise in the School Registration Form.

21.2. In the event the School Registration Forms states Edvance as a contracting party other than the entity, Edvance Digital Sdn Bhd, the parties to that contract irrevocably agree these Terms of Service shall be governed and construed under the laws of Singapore and the Parties irrevocably submit to the exclusive jurisdiction of the courts of Singapore.