Terms and Conditions
Definitions and Effect
1.1 The terms "Fragomen", "we", "our" and "us" mean Fragomen Immigration Services India Pvt. Ltd.
1.2. The terms "you”, “your" and “Client” shall mean the person signing or accepting these T&Cs and/or the minor on whose behalf you are signing this T&C document.
1.3 The term “T&Cs” shall mean these Business Terms and Conditions.
1.4 The term “Services” shall mean education consultancy Services provided by Fragomen Educational Services (FES) Team under Fragomen to you in the country of India. Immigration services shall be subject to separate terms and conditions under Immigration Service Agreement.
1.5 The term “Institution” shall mean overseas higher educational sector, education institution, university, college, academic and language test center and any other relevant third-party education entity etc.
1.6 The term “Business Partners” shall meanFragomen’s affiliates, local educational consultants, recruitment platforms, learning tool platform, banking, insurance, travel, forex, accommodation service providers and any third-party who assist us in providing the Services to you.
1.7 The term “Materials” shall mean any and all information or content provided or given access by Fragomen or our Business Partners, including but not limited to brochures/leaflets, videos, documentation, software, website or application, web platform, online account, plans, designs, data, licenses, techniques or processes, training materials, marketing intelligence, any information relating to the Services.
1.8 By agreeing to this Agreement, you represent and warrant that you are the parent/legal guardian of the student, or if you are a student, you have reached the age of majority in your jurisdiction, you have the capacity to enter into binding obligations, you will use our Services in accordance with these T&Cs, and all information you supply to us is true, accurate, current and complete.
1.8 In the event of conflict between the T&Cs and any other agreement or understanding between you and us, the T&Cs shall take precedence to the extent of any conflict.
Provision of Services
2.1Client is engaging Fragomen to provide education consultancy services (the “Services”), which may include assistance in application to the overseas higher educational institutions, coaching and admission, exam preparations for students etc., as mutually agreed by you and us in writing. Fragomen will provide the Services under this Agreement in an efficient and professional manner. To comply with applicable laws and regulations, Fragomen may collaborate with our Business Partners in order to provide the Services.
2.2 You acknowledge and accept that Institutions reserve the full right to accept or reject any of your application, order, or request in their sole discretion.
Fragomen cannot and does not guarantee the timing of any Institution’ actions or the outcome of a matter. Nothing in this Agreement, and nothing in Fragomen’s statements or other materials provided to the Client, is to be construed as a promise or guarantee as to the outcome or result of any matter. In addition, except and to the extent of our own negligence or willful misconduct, Fragomen will not be liable for any action or inaction of any Institution or their representatives.
CLIENT’S DUTIES AND COVENANTS.
You acknowledge and accept that:
3.1 You must submit complete, authentic, and accurate applications for the Services, and all required supporting documentation (the “Application Documentation”), on or before the deadlines set by us, as well as ensure the accuracy and completeness of the information provided in all Application Documentation.
3.2 You must provide us with a valid physical address, contact number and an email address to enable communication with us, such as sending offer documents and visa documents to you.
3.3 You shall keep Fragomen informed of any relevant information or development which may come to your attention relating to the Services, to assist Fragomen in providing accurate and correct information and documentation necessary for such Services, and to review and thereby attest to the accuracy, authenticity, competency of information and documentation submitted to Institutions in connection with the Services.
3.5 You shall not remove or copy or export or allow the export or reexport of the Materials or anything related thereto, in violation of any restrictions, laws or regulations under the applicable laws.
3.6 You shall not reverse engineer, decompile, disassemble or otherwise attempt to discover the content in the Materials relevant to any Service; You shall not modify, translate, or create derivative works based on the Services or any Materials used in the Services; You shall not remove any proprietary notices or labels of the Materials.
3.7 You shall not make disparaging remarks that would adversely affect Fragomen or our Business Partners.
3.8 In the event of a system error, or catastrophic event, cyber security incidents or other reasons beyond our reasonable control that leads to the Third Party’s Platform (that used to process your applications, as defined in below 8.2) not being operational, we are not held responsible for any breach of this T&Cs including any fundamental term or negligence that would lead to damages owing to you or any third party, including loss of opportunity, loss of profits and loss of business opportunities.
3.8 After your enrollment with Institution, you shall notify us immediately in writing for any partial or whole refund for any reason you receive from Institution.
3.9 You expressly agree not to enter into similar agreements, consultation, or any arrangement with other agencies or third parties on the same application after accepting our Services; if you have entered into any prior consultation with third parties, you shall disclose such information to us.
In case there is any breach or infringement under this Section by you, we reserve the right to terminate this Agreement with immediate effect, and you will be liable to pay liquidated damages of INR 5,00,000 (Indian Rupees Five Lakhs Only). The Parties agree that such amount represents a genuine pre-estimate of the Company’s loss under this Agreement.
FEES AND PAYMENT.
4.1 Institutions will solely determine the tuition, program fees, deposit, scholarship opportunities and refund policies, or any relevant fees and charges accompany Students’ applications. You will be solely responsible to make direct tuition fees and other stipulated fee payments or receive reimbursement to/from the respective Institution(s) and obtain official receipts directly from the institution(s).
Any payments made to educational institutions through us will incur an additional administrative fee at 5%, which is non-refundable.
4.2 You shall timely provide a copy(ies) of these payment receipts to us so that we are able to perform mutually agreed services.
4.3 Fragomen’s service Fees may be charged to Client such as the onetime non-refundable registration fee, certain services like test preparation, standalone visa application and other premium services, as mutually agreed by you and us in writing. The parties shall discuss any adjustments to fees in the event of a substantial change in the administrative processes or application requirements by Institutions. All fees are to be kept confidential.
4.3 Fragomen reserve the right to charge out-of-pocket expenses such delivery services, postage, fax, production of copies and scans; translations, and other expenses applicable to each case that are not passed along at cost.
4.4Fragomen will invoice Client for Fees, costs as applicable and expenses from time to time for the Services or any portion of the Services provided. Invoices are due and payable within thirty (30) days from the date of receipt of the invoice.
4.5 Unless otherwise agreed in writing, Client acknowledges that Fragomen’s invoices will be invoiced from India, in INR (Indian Rupee), and charged exclusive of any taxes or fees.
CONFIDENTIALITY.
5.1 “Confidential Information” shall include, any information provided by Fragomen and/or its Business Partners to Client for the Services, other than what a) is in the public domain or becomes generally available to the public other than as a result of an unlawful disclosure by the receiving Party, b) was in the receiving Party’s possession independent of it’s being furnished by the disclosing Party, provided the source of the information was not bound by a confidentiality agreement, non-disclosure agreement, or any other obligation of confidentiality, with respect to such information, or, c) is independently developed by the receiving Party.
5.2 Client shall hold and maintain as confidential all Confidential Information provided by Fragomen and/or its Business Partners, and shall not use copy, reproduce or disclose such Confidential Information to any third parties (and shall use all reasonable efforts to prevent any such disclosure) except for the purpose of the Services, as required for disclosure by law, or as otherwise expressly authorized by the other Party.
5.3 Nothing in this T&Cs shall be construed as giving rise to any right of lien or set off by Client on the proprietary right on the Confidential Information.
5.4 On the expiry or termination of this Agreement, Client shall hand over or cause to be handed over all such Confidential Information and all other related Materials in its possession to us and/or destroy the same in consultation with the Company.
5.5. In the event of a breach or threatened breach by Client of this clause, monetary compensation may not be an adequate remedy; therefore, we shall be entitled to injunctive relief to restrain the Client from any such breach, threatened or actual.
5.6 Notwithstanding the foregoing, it is contemplated and agreed that Fragomen will share certain Client Confidential Information including Client’s personal data with Institutions or Business Partners in order to perform the Services, such as student account opening, completing the application forms, receiving student documents, etc.
FCPA COMPLIANCE. Both Client and Fragomen will comply with all applicable laws, including without limitation anti-bribery laws including Prevention of Corrupt Practices (Amendment) Act, 2018 and the U.S. Foreign Corrupt Practices Act. In accordance with this paragraph, no payments will be made by Fragomen or Client in relation to the Services with the purpose or effect of public or commercial bribery, corruption, kickbacks or other unlawful or improper means of obtaining or retaining business for or with or directing business to Client.
DATA PRIVACY:
7.1 By accepting these T&Cs, you specifically give consent (or if you are a parent/guardian, consent is given on behalf of the Students) to Fragomen to authorizing us to deal with the Business Partners or Institutions on behalf of the Students and share personal information the Students with Institutions and our Business Partners for the purpose of the Services.
7.2 You acknowledge and agree that while the personal data is in the possession of Institutions and/or our Business Partners, Fragomen HAVE NO CONTROL OVER the personal data in any of their systems, apps, files or platforms (“Third Party’s Platform”), you release us from any claim you may have because of any unauthorised access, use, alteration, disruption or interference with that personal data or confidential information, for any delay or non-delivery of any personal document and for any damage caused to your personal document or any files that is not caused by us or not under our reasonable control. THERE IS NO GUARANTEE that Third Parties’ Platforms will operate without interruption.
7.3 “Data Privacy Law” means any and all data protection, privacy or similar laws and regulations anywhere in the world applicable to persons in possession of Personal Information or to the processing of Personal Information, and any legislation or regulation amending, supplementing or replacing any of the foregoing from time to time.
7.4 “Personal Information” means information that relates to a person and that could be used, either directly or indirectly, to identify any person, whether a natural person or a legal entity (if protected under applicable Data Privacy Law), or other information that constitutes “personal data” under applicable Data Privacy Law.
7.5 Fragomen will comply with applicable Data Privacy Laws in the provision of Services. For more details, please refer to our Data Privacy Policy and Notice for FES at the link below: Privacy Notice
INTELLECTUAL PROPERTY.This Agreement does not confer upon Client any interest in or right to use, copy, modify, or otherwise exploit copyrights and copyrightable works, trademarks, service marks, trade names, logos, letters of patents, patent applications, inventions (whether or not patentable), trade secrets, know-how, or any other intellectual property or industrial property right (collectively, “Intellectual Property rights”) of Fragomen or its Business Partners or Institutions, except with the express written consent of the holder of the subject Intellectual Property rights. Any intellectual property that may be developed by Fragomen for the purposes of performing the Services, including but not limited to the In- House Project, and any customizations thereof, shall be deemed owned by Fragomen.
LIMITATION OF LIABILITY AND DISCLAIMERS:
9.1 To the extent permissible by law, In all instances, Fragomen’s total aggregate liability to Client for any loss or damage arising under or in connection to the Services will not exceed the total fees collected by us from you (excluding any charges paid directly to the educational institution, government authorities or any other payments to any third parties) within twelve (12) months immediately preceding the date of the claim, or INR 5,00,000 (Indian Rupees Five Lakhs Only), whichever is lower.
9.2 Client and Fragomen agree that it shall in no event hold the other party liable under any theory of tort, contract, indemnity, warranty, strict liability or negligence for any loss, expense or damage for: (i) loss of revenue, profits, anticipated savings, opportunity, business, goodwill, data, or interference with business, or (ii) any indirect, exemplary, punitive, consequential, or incidental damages and expenses of any type or nature, arising under or in connection with this Agreement.
9.3 FRAGOMEN’S SERVICES AND THE MATERIALS ARE MADE AVAILABLE ON AN “AS IS”, “WHERE IS”, AND “AS AVAILABLE” BASIS, WITH ALL FAULTS AND WITHOUT ANY WARRANTIES, REPRESENTATIONS OR CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, COLLATERAL OR OTHERWISE. USE OF THE FRAGOMEN’S SERVICES AND MATERIALS IS AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL EXPRESS, IMPLIED, COLLATERAL OR STATUTORY WARRANTIES, REPRESENTATIONS OR CONDITIONS, WHETHER WRITTEN OR ORAL, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NONINFRINGEMENT, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, CURRENCY, TIMELINESS, QUALITY, INTEGRATIONOR FITNESS FOR A PARTICULAR PURPOSE.
GOVERNING LAW AND DISPUTE RESOLUTION.
This Agreement shall be governed by and construed in accordance with the laws of the State of Karnataka in the Union of India. Courts in the State of Karnataka shall have the jurisdiction to entertain any suits, claims and litigation arising out of this Agreement.
TERM AND TERMINATION.
11.1This Agreement will commence on the Effective Date and will continue until terminated in accordance with Clause 14.2 (the “Term”).
11.2 Termination of this Agreement may be sought as follows: (1) Client may terminate this Agreement at any time without cause by giving 45 days prior written notice; (2) Either Party may terminate this Agreement upon the insolvency, bankruptcy, or material breach of this Agreement by the other Party; (3) Fragomen may terminate the Agreement or withdraw from any specific case(s) as we deem necessary to comply with professional or ethical obligations by giving Client reasonable prior written notice.
11.3 Upon the expiration or termination of this Agreement, Fragomen shall, at Client’s request, return files and property in Fragomen’s possession received from Client. Fragomen will retain its files concerning this matter in line with data privacy laws and its internal document retention and destruction policy.
MISCELLANEOUS
12.1 ENTIRE AGREEMENT. This Agreement contains the entire Agreement of the parties. No other agreement, statement, or promise made on or before the effective date of this Agreement shall be binding on the parties.
12.2 SEVERABILITY. If any provision of this Agreement is held in whole or in part to be unenforceable for any reason, the remainder of that provision and of the entire Agreement will be severable and shall remain in effect.
12.3 ASSIGNMENT. This Agreement and all rights and obligations hereunder may not be assigned or transferred in whole or in part by either Party except upon the advance written approval of the other Party.
12.4 FORCE MAJEURE. The Parties’ obligations under this Agreement are subject to, and neither Party shall be liable for delays, failures to perform, damages, losses or destruction, or malfunction of any equipment or any consequence thereof caused or occasioned by, or due to, fire, flood, water, the elements, utility curtailments, power failures, explosions, civil disturbances, governmental actions, shortages of equipment for supplies, global or national pandemic, or any event of a similar nature to the foregoing which are beyond the control of the Party or which makes it impossible or impracticable for the Party to perform.. The Parties shall, however, use reasonable efforts under the circumstances to avoid or remove such causes for non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. Notwithstanding the provisions of this Section, nothing contained herein shall be construed to excuse the failure or Delay in payment of any invoices or other charges arising under this Agreement, or to excuse either Party for a failure or delay caused by that Party’s intentional acts or gross negligence.
If a Force Majeure Event substantially prevents, hinders or delays performance of Services for more than thirty (30) consecutive days, either party may(i) terminate the Agreement and Services or the portion of it so affected in a written notice of termination.
12.5 NO WAIVER. The failure of either Party to enforce or insist upon compliance with any provision of this Agreement or the waiver thereof, in any instance, shall not be construed as a general waiver or relinquishment of any other provisions of the Agreement. Nor shall such failure or election be deemed to constitute a waiver of the right of such Party, at any time whatsoever thereafter, to insist upon performance by the other, strictly in accordance with any terms or provisions hereof.