CONFIDENTIALITY AND PRIVACY AGREEMENT

TO: THE CLIENT (“Client”)
FROM: ISX INTERNATIONAL STUDENT EXCHANGE OF CANADA LTD. (“Vendor”)
RE: STANDING AGREEMENT (“Work”)
WHEREAS:

• A. The Client may provide Vendor with certain confidential and proprietary information (“Information”) for the purposes of the Work;
• B. the Information may include without limiting the generality of the foregoing, personal information relating to former or current students, faculty, staff or donors as personal information is defined in privacy legislation applicable to Client ("Personal Information"); and
• C. the disclosure of all or any part of the Information is detrimental to the interests of the Client.

FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of which are hereby acknowledged, the Vendor agrees as follows:

• 1. The Client owns all right, title and interest in the Information.
• 2. The Vendor shall treat the Information as confidential and not disclose the Information to any third party or transmit or provide access to the Personal Information to any of its personnel or to any facility outside Ontario without the prior written consent of the Client.
• 3. The Vendor shall use the Information for the purposes of the Work and shall not collect, use or disclose Personal Information except as reasonably necessary to give effect to its duties and obligations hereunder. Further, the Vendor shall comply with all instructions of use provided by the Client including the removal from Personal Information of any names to which a “no contact” instruction is given.
• 4. The Vendor shall identify and notify the Client if someone other than the Vendor is responsible for ensuring compliance with all of the Vendor’s data protection obligations.
• 5. The Vendor shall only reveal the Information to those involved in the Work on a need to know basis, and provided that they are bound by the Vendor’s obligations herein.
• 6. The Vendor shall not copy, reproduce, modify or store the Information without the prior written consent of the Client.
• 7. The Vendor shall not sell, transfer or assign the Information.
• 8. The Vendor shall not use Personal Information to cross-market.
• 9. The Vendor shall comply with all applicable privacy legislation including but not limited to Personal Information Protection and Electronic Documents Act (PIPEDA). The Vendor shall also assist the Client in complying with all applicable privacy legislation including but not limited to Freedom of Information and Protection of Privacy Act (FIPPA).
• 10. The Vendor shall at all times comply strictly with this Confidentiality and Privacy Agreement in such manner as to ensure that its acts or omissions do not result in the Client being in violation of any applicable privacy laws and shall immediately advise the Client if the Vendor believes that any of the Vendor’s practices or procedures contravenes privacy laws applicable to the Client or if it receives a complaint or learns of an allegation to that effect.
• 11. The Vendor shall implement organizational security measures to restrict access to and prevent improper modification, collection, use, disclosure or disposal of Personal Information by any of its employees, agents, representatives and advisors.
• 12. The Vendor shall ensure its systems hosting the Information are secure from hacking or other unauthorized access.
• 13. The Vendor shall implement physical and electronic security measures to keep the Information on its physical files, servers and back-up tapes secure and to protect it against, unauthorized access, use and disclosure.
• 14. Notwithstanding the foregoing, the Vendor is not required to maintain the confidentiality of any of the Information:
  • a) Known by the Vendor or generally known within the industry prior to the date of this Agreement;
  • b) Which becomes common knowledge within the industry thereafter not as a result of a breach by the Vendor of this Agreement;
  • c) Which the Vendor can show was in the Vendor’s possession before the Vendor received the Information from the Client; or
  • d) Which is to be disclosed pursuant to the lawful requirement of a government agency or order of a court of competent jurisdiction or by operation of law, provided that the Client is notified prior to such disclosure and the disclosure is subject to all applicable government or judicial protections which may be available.
• 15. The Vendor shall refer any third party who requests access to Personal Information to the Client and the parties further agree that all responses to such requests for access to Personal Information are to be handled by the Client, unless prohibited by law, and the Vendor shall provide all reasonable assistance to the Client to facilitate its handling of same.
• 16. The Client may request the return of the Information at any time and the Vendor shall immediately return the Information as requested. The Vendor shall return all documents containing the Information within fourteen (14) days of the completion of the Work, and not use the Information in any manner after such return.
• 17. Throughout the term of this Agreement, the Vendor shall allow the Client or its representative to conduct an audit of the Vendor’s data protection compliance, upon reasonable notice during normal business hours.
• 18. Any breach of the terms of this Agreement may cause irreparable harm to the Client and that in the event of such a breach the Client may claim damages and injunctive relief in addition to all other legal and equitable remedies available to the Client.
• 19. In the event of a dispute between either the Client or the Vendor and an individual or a relevant Privacy Commissioner concerning the collection, use or disclosure of Personal Information, which dispute is not amicably resolved, the Vendor shall defend and advocate the lawfulness of the collection, use or disclosure of Personal Information pursuant to this Agreement through available means of dispute resolution as provided for by applicable privacy legislation.
• 20. The Vendor shall indemnify and hold harmless the Client, its Board of Governors, officers, employees and agents from any and all losses, liabilities, damages, injuries, claims, demands, lawsuits, costs and expenses including legal fees and disbursements resulting from the Vendor’s failure to fulfill any of its obligations under this Agreement.
• 21. This Agreement is governed by the laws of the Province of Ontario, Canada and the parties to attorn to the exclusive jurisdiction of the courts of the Province of Ontario and all courts competent to hear appeals therefrom.

ONDAGO TERMS & CONDITIONS - GROUPS

*Groups booking and quoting T&C will come into effect as of July 1 1st 2019.*

QUOTING PROCESS

• Ondago will provide a trip quote based on a client’s request using information provided through the RFQ form.
• The quote will outline a price based on trip inclusions and a minimum number of paying passengers.
  • a. Trip pricing will be tiered based on group size. Ondago reserves the right to adjust pricing based changes made within 30 days of trip departure.
• Once the client has approved the quote and sample itinerary, Ondago will issue a trip contract.
• The client has 14 days from the date of contract issue to sign it. No bookings will be made until the signed contract has been returned.
  • a. If the contract is not signed, the quote becomes automatically void.
  • b. Once signed, the booking process will start.
• Any changes after the contract has been signed may result in price increases based on supplier availability and seasonality.

ITINERARY & GROUP CHANGES

• Any requests to change the itinerary less than 30 days prior to the trip departure date may result in additional charges and are based on availability.
• Any changes in group size are subject to tiered pricing presented at time of quoting.
• Please note that variation of price may occur depending on the number of students travelling, choice of activities and due to price increases beyond our control of activities, insurance and transportation.

PASSENGER LISTS

• Passenger lists are to be provided by the client 30 days prior to trip departure.
• Any changes to passenger numbers within 30 days prior to departure may result in added fees subject to the nature of the change and group size.

PAYMENT TERMS

• Upon signing the contract a 20% deposit will become due immediately based on the minimum passenger number and standard accommodation for that trip.
• The initial fee will be applied as credit towards the final invoice.
• Full payment is due 30 days before trip departure date.
• CLIENTS WILL BE SENT PAYMENT REMINDERS 6 WEEKS PRIOR AND 4 WEEKS PRIOR TO WHEN FULL PAYMENT IS DUE
• If full payment is not received 30 days prior to departure this will result in the following penalties OR late payment fees:
  • Ondago may at its own discretion cancel the trip OR

  • Apply the following overdue payment fees applied on invoice amount: 20-29 days prior to departure = 10% penalty 19 - 10 days prior to departure = 20% penalty within 9 days or less of departure date =30% penalty

PAYMENT OPTIONS

Ondago accepts 5 payment methods: Flywire, Credit Card, Cheque, Wire Transfer and Cash..

• Preferred Method: FLYWIRE Access the link and pay in local currency with preferred exchange rates: https://payment.flywire.com/pay?recipient=Ondago
• Credit Card If you’d like to pay by credit card, an Ondago staff member will send you a credit card authorization form. There is a 3% processing fee that will be added to your invoice.
• Cheque If you’d like to pay by cheque, please make the cheque out to Ondago Canada.
• Cash Ondago accepts cash payments only if a client makes a direct deposit to the bank, using the information below.
• Wire Transfer If you’d like to pay by wire transfer, please add $35 for the banking transaction fee. Please send the bank receipt to Ondago staff so they can track the payment to: ap.Ondago@receiptbank.me

Beneficiary: Ondago International Student Exchange of Canada Ltd. Bank: TD Canada Trust Bank Address: 5400 Yonge Street Toronto, Ontario Canada M2N-5R5 Bank Institution number: 004 Account: 5999281 Branch/Transit: 02332 Swift code: TDOMCATTTOR

CANCELLATIONS

• A client may cancel a trip at any point subject to the following penalty fees:
• If a trip is canceled more than 30 days prior to trip departure - the 20% deposit will not be refunded.
• Within 30 days of trip departure as follows:
  • 20-29 days prior to departure = 10% penalty
  • 19 - 10 days prior to departure = 20% penalty
  • within 9 days or less of departure date =30% penalty

  • Ondago reserves the right to cancel a trip if a client fails to meet the conditions set forth on this document, and may include, but are not limited to:

    • non-payment
    • minimum passenger count not met
    • contract not signed by client
    • client failed to provide critical information