Customer Terms & Conditions

1. The Parties
2. Keystone's Services
3. The Services Under this Agreement
4. The Term of the Agreement
5. Service Fee and Payment Terms
6. Customer Materials
7. License to use Customer Materials
8. Press Release / Marketing Permission
9. Quality of the Services & Disclaimer
10. Limitation of liability
11. Rights to the Services and Intellectual Property Rights.
12. Use of Personal Data
13. Confidentiality
14. Assignment
15. Force majeure
16. Updates
17. Governing law
18. General

 

1. The Parties

These terms and conditions (hereafter the “Terms and Conditions”), the Order Confirmation (hereafter the “Order Confirmation”), and, if applicable, the Data Agreement (hereafter the “Data Agreement”), and any other agreement or written communication signed by both Parties in respect of the Services, jointly constitute a binding agreement (hereafter jointly referred to as the “Agreement”) between:

The Customer as defined in “Customer Details” in the Order Confirmation (hereafter the “Customer”), and Keystone Academic Solutions AS, a Norwegian limited liability company incorporated under the laws of Norway, registered in the Norwegian Register of Business Enterprises with organization number 891 201 222, address Rolfsbuktveien 4D, 1364 Fornebu, Norway (hereafter “Keystone”). In the following, each party referred to as the “Party” or jointly as the “Parties”.

In case of any inconsistency between any agreement or written communication signed by both Parties and the Terms and Conditions or the Order Confirmation, the two latter shall prevail.

2. Keystone's Services

Keystone is an internet-based service provider specialized in identifying and connecting students and higher educational institutions. Keystone offers professional digital marketing, advertising, management and recruiting services, including listing and marketing of higher education degree programs and courses on the internet, collection and management of student information, including access to a web-based platform with student information, various statistics and communication tools, customization tools and management tools, different recruitment, consulting and placement services, virtual exhibitions and study fairs, and other ways of promoting the customers’ educational programs in order to generate student leads and promote the enrollment of full-time students (hereafter “the Services”).

​Some of the Services are offered as a subscription, and other Services are offered as a specified number of events. The customers may purchase a license or right to use or receive all or parts of the Services. The Customer’s access to the Services depends on the level of access purchased by the Customer, as specified in the Order Confirmation.

 

3. The Services Under this Agreement

Under this Agreement, the Services shall mean those parts of the Services that are purchased by the Customer, as specified in the section “Products and Services” in the Order Confirmation, including any updates and upgrades of the Services.

Keystone grants the Customer a non-exclusive, non-transferable, limited and revocable license to access and use the latest version of the Services in its own business at any given time, during the Term of the Agreement.

​If the Services include Keystone Apply, Keystone’s Apply experts shall, contact and follow up qualified student leads to increase student engagement, enrollment potential and student applications to the Customer. The Customer shall grant access and provide Keystone with contact information and any other relevant information of qualified student leads. A student lead is only qualified if (i) it is not more than 6 months since last communication with the student lead, and (ii) it is likely that the student lead meets the enrollment criteria of the Customer, and (iii) the student lead meets any other criteria that Keystone’s Apply experts have defined as necessary and relevant from time to time for a student lead to be qualified. Keystone shall follow up as many qualified student leads as specified in the Order Confirmation, provided the Customer has supplied Keystone with at least as many qualified student leads as Keystone has the obligation to follow up. Keystone may also use its own network and database to generate new student leads and student applications to the Customer.

Keystone may use any means of communication with the student leads and may collect documentation from the student lead if this is necessary to increase the enrollment potential to the Customer. Keystone may save student lead information and use it in its Services in order to meet the students’ interest in higher education.

If the service includes a Social Media Campaign, it must adhere to the third-party platform's advertising policies (i.e. Meta, TikTok). Campaigns that do not adhere to these advertising policies may not be delivered. Keystone shall not be held liable for any changes made by any third-party platforms affecting the availability, functionality, or policies related to Social Media Campaigns. Users of our services acknowledge that third-party platforms may modify their services, and Keystone assumes no responsibility for such changes.

If Services include any virtual event products, Keystone and/or its service partners will provide Customer with a virtual exhibition stand and exhibitor package as specified in the Order Confirmation. Customer must comply with all reasonable instructions given by Keystone and its service partners and must observe and comply with all regulations issued by the site authorities.

Keystone reserves the right for operational reasons to vary the space and premises to be used by the Customer at its discretion both before and during the period of hire, and Keystone does not guarantee any specific stand preference or position.

Delivery process, product name/line items, and websites may differentiate from Service Packages and may be reflected in invoices.

 

4. The Term of the Agreement

The Agreement is valid from the date it is signed by both Parties. The subscription for the Licensed Services starts on the Contract Start Date and expires on the contract end date, or the agreed number of events have been completed, unless other terms of termination have been specified in the Order Confirmation. For subscription services, the Term of the Agreement is the Initial Term plus any successive Terms, as specified in the Order Confirmation. Keystone may at its sole discretion choose to accept a request to temporarily pause a subscription for a limited and defined period. When the subscription is resumed, the Term of the Agreement will be prolonged correspondingly. Upon termination, the Customer’s access and right to use the Services, and Keystone’s obligation to provide the Services, ceases.

​Either Party may terminate the Agreement immediately in the event of a material breach of the Agreement by the other Party, subject to such breach not being remedied within 30 calendar days after the receipt of a written notice specifying such failure. Either Party may terminate the Agreement if the other Party becomes insolvent and legally or operationally unable to continue carrying on its business. If the Agreement is terminated by the Customer based on Keystone’s material breach of the Agreement, Customer is entitled to a return of the Service Fee proportionate to the remaining prepaid Term of the Agreement or events not delivered. If the Agreement is terminated due to the Customer’s material breach of the Agreement, the Customer is not entitled to a refund of any Service Fee paid by the Customer.

The Customer may give notice to Keystone by completing the form located at: https://www.keystoneacademic.com/customer-notice 

 

5. Service Fee and Payment Terms

The Monthly License Service Fee will be invoiced as according to the agreed Billing Schedule and is due by default 30 days after the invoice date unless stated otherwise on the Payment Terms. The Monthly License Service Fee is excluding VAT and any other taxes, duties and dues levied on the Licensed Services, which shall be borne by the Customer. Invoices will be issued in the currency stated on the Service Packages. The agreed Service Fee can be adjusted annually at contract renewal, based on general inflation and Keystone’s average increase of costs to service its clients and to improve its service offerings. Annual adjustments will not exceed 5%.

If the service package includes a first-time purchase discount applicable to Keystone products, it is hereby understood and agreed that the discount shall not be applicable upon subsequent renewals through the auto-renewal process. Upon the auto-renewal of the service package, the price shall revert to the standard, non-discounted price for the product.

In case of late payment, the Customer will be charged with a penalty interest of 1.25% per commenced month and collection fees according to provisions in the relevant national legislation. Furthermore, Keystone may suspend the Services until the Customer’s account is brought current or terminate the Services and this Agreement with two (2) weeks prior written notice. In case of a termination due to late payment or other breach of contract, Keystone may claim payment of all remaining Service Fees under this Agreement immediately, however limited to the payments remaining until a notice of termination from the Customer could have been in effect.

 

6. Customer Materials

Some of the Services require or enable the Customer to provide marketing materials and other information requisite to deliver the Services as set out in this Agreement (hereby the “Customer Materials”). Customer Materials includes, but are not limited to, any information, documentation, personal data and other data, images, videos, sounds, text, captions, and other elements embodied therein, in any form, media or technology. The Customer shall provide Keystone with the Customer Materials necessary to provide the Services within the date and in such format as specified in the Order Confirmation or as otherwise agreed between the Parties. If the Customer does not deliver the required Customer Materials within the specified date, the Customer shall remain liable to pay the Service Fee as agreed, and such delayed commencement or otherwise incomplete provision of the Services because of the Customer’s faulty delivery, shall not entitle the Customer to any extension of the Term or the Event or any deduction of the Service Fee. Keystone shall begin and/or resume provision of the Services as soon as reasonably possible after receiving the Customer Materials.

 

7. License to use Customer Materials

For the Term of the Agreement, the Customer grants Keystone and its affiliates, vendors, and service providers a world-wide, non-exclusive, fully-paid and royalty-free license to use the Customer Materials, in whole or in part, in any way and form necessary, to the extent this is requisite for Keystone to provide or promote the Services. The Customer represents and warrants that the Customer has all rights necessary to grant Keystone the rights granted herein, including the right to use the Customer Materials for public viewing and use in relation to the Services, and that the use of the Customer Materials as contemplated by this Agreement will not infringe, misappropriate or violate any intellectual property rights, privacy rights, publicity rights or any other right of any third party.

Keystone shall, in its sole reasonable discretion and in order to deliver the Licensed Services in the best way for the Customer, make all decisions concerning use and placement of the Customer Materials on the Services. Keystone has the right to approve or reject, in its reasonable discretion, any Customer Materials, including the right to remove any Customer Materials from the Services, if Keystone finds that the Customer Materials does not meet Keystone’s advertising specifications, are objectionable in any way, or contain false, misleading or illegal information or any vulgar or pornographic content. If Keystone rejects or removes the Customer Materials, Keystone will notify the Customer in writing. Keystone shall have no liability, at law or in equity, for removing or failing to place any Customer Materials for the aforementioned reasons, except for the return of any unused prepaid Monthly License Service Fees.

Keystone will not, without consent, place links to the Customer’s websites or website content in newsgroups, message boards, in unsolicited email or other types of spam.

 

8. Press Release / Marketing Permission

The Customer accepts that Keystone may identify the Customer as a customer and use the Customer’s name, logo and trademark in Keystone’s promotional materials, inclusive in press releases and other marketing communications, across Keystone’s website, social media and other Keystone communication channels. The Customer may request that Keystone stop the identification of the Customer in one or several channels, in writing by email to Keystone at any time. The Customer acknowledges that it may take Keystone some time to process such request and to remove any reference to the Customer. The Customer accepts that Keystone may use statistics and other data that demonstrates the results and effectiveness of the Services for marketing purposes.

 

9. Quality of the Services & Disclaimer

Keystone’s aim is to provide the Services with a standard and quality which prevail among similar business and organizations of superior knowledge and skill engaged in providing services under similar circumstances, and that our work is performed in a diligent, workmanlike and professional manner consistent with good practices.

Keystone will use its best efforts to make the Services fully operable, functional and available during the Term of the Agreement. However, technical problems such as temporary non-availability of all or parts of the Services is a part of internet business and shall not constitute a breach of the Agreement. Keystone is not responsible for periodic downtime, any loss or destruction of data or information, temporary loss of operability or functionality or items beyond Keystone’s control.

The Services, including their functionality, scripts, websites and any content provided at or through the Services, are provided “as is” and “as available” without any warranty of any kind. The Customer agrees that any use of the Services is at the Customer’s own risk.

Unless otherwise has been agreed between the Parties in writing, Keystone does not guarantee that the Services result in any given number of users, enquiries, visitors, student enrollments, student applications, entries of data, entries or transfer of personal information or other information, communication, impressions, or other form of measurable traffic to the Customer’s websites or exhibitions, nor any number of open rates, click rates, or response rates for direct email marketing.

Keystone continuously works to improve its Services and reserves the right to change functionality and content offered under the Services on an ongoing basis. Keystone shall make all decisions concerning how the Services are provided, including use of software solutions, hardware configurations and selections, system components, categories of advertising, search engine results and search parameters. In order to allow for repairs, maintenance or updating, access to parts of or all of the Services may be temporarily restricted by Keystone by prior written notice to the Customer. Keystone is not responsible for any lack of functionality that is due to the Customer’s equipment, including device, internet connection, operating system or settings and software.

Keystone is a service provider that is not liable for the material stored on our servers at the request of or otherwise provided by the Customer or any third person or users. Keystone has no general obligation to monitor the material stored on our servers. If Keystone obtains knowledge of any illegal activity or material, Keystone has the right to immediately remove or disable access to the material.

 

10. Limitation of liability

In case of errors in the Services, Keystone shall if possible and without any cost for the Customer correct the errors. All corrections shall be performed within reasonable time. Any other liability of Keystone for any loss or damage resulting from any errors or non-performance or other claims under this Agreement, shall be excluded.  

Under no circumstance shall Keystone have any liability to the Customer or any third party for any claim that exceeds the amounts paid by the Customer to Keystone in the three months prior to the initiation of the claim.

 

11. Rights to the Services and Intellectual Property Rights

All rights in and to the Services and any other materials provided by Keystone in connection with this Agreement (including but not limited to text, scripts, design, functionality, images, articles, information, trademarks, logos, names and other content) are the property of Keystone, unless otherwise indicated. Keystone retains all right, title and interest in and to the Services, including its content, components, and collective works available or developed on the sites.

​The Customer is not allowed to copy, modify, reverse engineer, sell, transfer, sublicense or use the Services in any other way, except as agreed in this Agreement or otherwise by Keystone in writing. If the Customer infringes upon Keystone´s rights in the Services or uses the Services contrary to this Agreement, the Customer shall compensate Keystone´s economic loss and damages.

Keystone may generate unique marketing materials for the Customer, based on the Customer Materials, that does not replicate text used by the Customer or by other third parties acting on the Customer’s behalf in other online locations. This can be important as search engines sometimes penalize sites hosting duplicate content. Duplicated content will reduce the effectiveness of Keystone’s services for the Customer and for all other clients of Keystone. The Customer, or any other third party acting on behalf of the Customer, shall not use the unique marketing materials generated by Keystone without Keystone’s prior written approval. The Customer’s compliance to this clause is a material condition under these Terms and Conditions.

 

12. Use of Personal Data

In providing the Services, Keystone will comply with all applicable provisions of the European Union’s General Data Protection Regulation. Keystone’s use of personal data under this Agreement is governed by Keystone’s Data Addendum, https://www.keystoneacademic.com/data.

The Customer represents and warrants that the Customer has all rights necessary to grant access to, transfer and otherwise make use of the personal data, either by himself or by Keystone, as contemplated in this Agreement, and that Keystone’s use of any data provided by the Customer will not infringe, misappropriate, or violate any privacy rights or any other rights of any third party.

 

13. Confidentiality

Each Party might get access to certain confidential and proprietary information of the other Party, including, but not limited to, systems, software, methods, and other materials related to the Services, that is not part of the public domain (hereby the “Confidential Information”). Each Party shall keep strictly confidential and shall not disclose any Confidential Information of the other Party to any person or entity, not even after expiry of the Agreement, except as expressly permitted by this Agreement or by the other Party with prior written permission. Each Party shall treat the Confidential Information of the other Party with at least the same degree of care and confidentiality as it treats its own Confidential Information, and in no event using less than a reasonable degree of care.

 

14. Assignment

Provided the other Party’s legal rights under this Agreement are not prejudiced, a Party may in the event of a reorganization, merger or sale, transfer its rights and obligations under this Agreement to another legal entity upon prior written notice to the other Party.

 

15. Force majeure

Neither Party shall be liable for any damages or failure to perform as required herein, including any unavailability of the Services or loss or destruction of data or storage media, caused by causes beyond that Party´s reasonable control and occurring without its fault or negligence, provided the Party experiencing the difficulty will give the other Party prompt written notice, with full details, following the occurrence of the cause relied on.

 

16. Updates

Keystone may periodically modify the terms of the Agreement to, for example, reflect changes to the law or changes to the Services, with reasonable prior written notice to the Customer. Changes will not apply retroactively. If the Customer does not agree to the modified terms, the Customer must discontinue using the Services.

 

17. Governing law

The Parties shall seek to solve any dispute, controversy or claim arising out of or relating to this Agreement through negotiations in good faith. If the Parties fail to solve such dispute, then the dispute shall be subject to the legal venue as specified below.

Keystone is a Norwegian limited liability company, established in and operating under the laws of Norway. Norway is a member of the European Economic Area (EEA) together with the member states of the European Union (EU). Norway, and therefore Keystone, has adopted and is compliant with EU legislation that is relevant for this Agreement, including the General Data Protection Regulation (GDPR). This Agreement is governed by Norwegian law. Any legal disputes shall be filed with the courts of Norway, venue City Court of Oslo. Disputes regarding fulfilment of the Customers payment obligations as per the Agreement may also be filed with the court of the ordinary venue of the Customer, as stated in this Agreement.

 

18. General

This Agreement constitutes the entire agreement between the Parties in relation to the services specified in the Order Confirmation. All prior and contemporaneous purchase orders, offers, agreements, terms, statements, representations or warranties with respect to the services set out in the Order Confirmation, whether express or implied, written or oral, are hereby superseded. Each provision of this Agreement is severable, one from the other. If any provision is found to be unenforceable, the remaining provisions as well as the balance of the Agreement, shall continue to be in full force and effect. The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with this Agreement. Any applicability of general terms of contract or other terms of Customer are hereby explicitly rejected.