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These Terms and Conditions (¡°Terms¡±) govern the provision by THE World Universities Insights Limited and its subsidiaries (¡°THE¡±, ¡°we¡±, ¡°us¡±, ¡°our¡±, ¡°Supplier¡±) of the Products and Services defined below to the contracting organisation (¡°Client¡±, ¡°you¡±, ¡°your¡±).

You and Us will be individually referred to as a ¡°Party¡± and collectively as ¡°Parties¡±.

By ordering any Product or Service, you agree to be bound by these Terms.

For the purposes of these Terms:

¡°Additional Insights¡± means one-to-one consultancy sessions delivered remotely by a THE consultant to provide further analysis or explanation relating to the WUR Snapshot Analysis and/or the Strategic Peer and Partner Discovery Tool.

¡°Order Form¡± means any service order form executed by the Parties referencing these Terms and specifying the Product(s) and Service(s) agreed to.

¡°Product(s) means the reports referred to in these Terms.

¡°Service(s)¡± means the Additional Insights referred to in these Terms.

¡°Strategic Peer and Partner Discovery Tool¡± means a report delivered in Excel format providing analysis of global peer institutions and potential strategic research partnerships, based on THE¡¯s proprietary dataset.

¡°WUR Snapshot Analysis¡± means a standardised report delivered in PowerPoint format providing an overview of the Client¡¯s core World University Ranking performance metrics benchmarked against peer institutions.

2.1 Products and Services will be delivered following receipt of a completed Order Form.

2.2 WUR Snapshot Analysis and the Strategic Peer and Partner Discovery Tool will be delivered electronically in PowerPoint or Excel format.

2.3 Additional Insights will be scheduled by mutual agreement and delivered remotely.

2.4 Delivery dates are as indicated on the Order Form.

3.1 Fees for the Products and Services will be invoiced in advance.

3.2 All invoices are payable within thirty (30) days of the invoice date, in the currency stated on the Order Form and to the bank account specified by THE on the invoice.

3.3 All fees are exclusive of applicable taxes, which shall be payable by the Client.

4.1 All intellectual property rights in the Products, underlying data, methodologies, tools, reports, and related materials are and shall remain owned by THE.

4.2 THE grants the Client a non-exclusive, non-transferable, revocable licence to use the Products solely for its own internal purposes.

4.3 The Client may not copy, distribute, sublicense, publish, or otherwise make the Products or any part thereof available to third parties without THE¡¯s prior written consent.

5.1 Each Party shall treat as confidential all information of the other Party which is disclosed in connection with the Products and is marked or reasonably understood to be confidential.

5.2 This obligation shall not apply to information which is publicly available, lawfully obtained from a third party, or required to be disclosed by law.

6.1 Once an executed Order Form has been received, no cancellations or refunds are permitted.

6.2 THE may terminate provision of the Products and/or Services with immediate effect if the Client fails to pay any fees when due, or otherwise materially breaches these Terms.

7.1 THE warrants that it will deliver the Products and Services with reasonable care and skill.

7.2 The Client acknowledges that the Products are based on THE¡¯s proprietary data and methodologies and are provided for information and strategic planning purposes only.

7.3 Except as expressly stated in these Terms, all warranties, conditions, or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

8.1 THE¡¯s total aggregate liability to the Client in connection with the Products and Services, whether in contract, tort (including negligence), or otherwise, shall not exceed the fees paid by the Client for the Product or Service giving rise to the claim.

8.2 THE shall not be liable for any indirect, consequential, or special loss or damage, including without limitation loss of profits, loss of business, or loss of goodwill.

9.1 These Terms in conjunction with the Order Form, constitute the entire agreement between the Parties with respect to the Products and Services.

9.2 No variation shall be effective unless agreed in writing and signed by both Parties.

9.3 The Client may not assign or transfer any rights or obligations under these Terms without THE¡¯s prior written consent.

9.4 THE shall not be liable for any delay or failure caused by circumstances beyond its reasonable control.

10.1 These Terms and any dispute or claim arising out of or in connection with them shall be governed by and construed in accordance with the laws of England and Wales.

10.2 The courts of England and Wales shall have exclusive jurisdiction to settle any such dispute or claim.