Master Services Agreement

Effective date: January 13, 2025

Pion’s Master Services Agreement (“MSA”) serves as the foundational contract between the Parties that outlines the general terms and conditions governing their ongoing business relationship. Its purpose is to establish a clear, consistent framework for collaboration by addressing key legal and operational aspects. This MSA is designed to streamline Booking Forms by addressing overarching terms upfront, allowing both Parties to focus on the details of individual engagements.

Together, the MSA and Booking Form are referred to as the "Agreement".

The Special Terms section of a Booking Form may contain agreed variations to the MSA, these changes are only effective once both Parties sign the Booking Form. If there is a conflict between the Booking Form (including its Special Terms) and the MSA, the Booking Form will take precedence.

Pion’s services are offered by one of three companies: The Beans Group Limited, The Beans Group Inc., or Studentbeans Pty Ltd. The brand name "Pion" represents all services and products across these companies. A Booking Form will specify which company the Customer is contracting with.

Pion may offer other services or products that are outside the scope of this MSA. In such cases, the Customer and Pion may enter into a separate agreement which governs those additional services or products.

PARTIES TO THE AGREEMENT:

“Customer” refers to the customer stated on a Booking Form; and

“Pion” refers to the Pion company stated on a Booking Form,

each a “Party” and together the “Parties”.

1. DEFINED TERMS

"Advertising"	means the advertising and media products or services provided by Pion to the Customer, as detailed in a Booking Form. Advertising may include products or services designed to promote the Customer, the Offer and/or a specific product or service provided by the Customer.
“Affiliate Network”	means a third-party affiliate network which allows the Customer to connect with publishers (such as Pion) and put in place the Affiliate Programme.
“Affiliate Programme”	means the programme that the Customer has in place with Pion which allows Commission to be tracked on Qualifying Transactions and to be paid to Pion through the Affiliate Network.
“Booking Form”	means the Customer’s physical or digital point of sale, platform, or interface (such as the Customer App, the Customer Website and/or the Customer Store(s)) where a Member may redeem the Offer on the Customer’s goods or services.
“Closed Consumer Group”	Pion allows certain closed consumer groups to benefit from offers or discounts from brands and each group is referred to as a Closed Consumer Group. The Customer may purchase specific services in order to promote the Offer to specific Closed Consumer Groups. The relevant Closed Consumer Group(s) for which the Customer is purchasing services will be set out under a Booking Form.
“Code Track Pro”	means Pion’s proprietary in-house tracking solution, available to Customers utilising redemption codes to provide the Offer. Code Track Pro requires the integration of a dedicated API and such integration is independent of and separate from any verification integration, and involves the use of a unique brand identifier and an access token provided by Pion.
“Commission Payment Method”	means the method by which payment of Commission is made to Pion by the Customer, as specified under a Booking Form.
“Commission”	means the commission payable by the Customer to Pion, calculated as a percentage of, or a fixed amount, based on each Qualifying Transaction. The rate of Commission is as specified under a Booking Form.
“Confidential Information”	means any and all information, whether disclosed orally, in writing, electronically, or by any other means, that is designated as confidential or that by its nature would reasonably be considered confidential and which is disclosed by one Party (the "Disclosing Party") to the other Party (the "Receiving Party") in connection with the Agreement. This includes, but is not limited to business information (such as business plans, strategies, forecasts, financial information, pricing, and commercial terms; technical information (such as specifications, designs, prototypes, software, inventions, and trade secrets); and operational information (such as internal policies, and procedures). Confidential Information does not include information that: (a) was already in the possession of the Receiving Party without obligation of confidentiality prior to disclosure by the Disclosing Party; (b) is or becomes publicly available through no fault of the Receiving Party; (c) is lawfully received from a third party without restriction on disclosure; or (d) is independently developed by the Receiving Party without use of or reliance on the Disclosing Party's Confidential Information.
“CPC”	means cost per click, which is a means by which Pion charges Commission.
“CTA Placement(s)”	means the specific location or position where the call to action is displayed on the Customer Website, Customer App, or Customer Store(s).
“Customer App”	means the Customer’s app on which the Offer is redeemable by Members.
“Customer IP”	means the Customer’s intellectual property, including but not limited to the Customer’s logo, name, trademarks, and any other proprietary materials shared with Pion under the Agreement.
“Customer Materials”	means the Customer’s IP and other information provided by the Customer which is required in order to launch the Offer and/or to provide the Services.
“Customer Store(s)”	means the Customer’s physical store(s) where the Offer is redeemable by Members.
“Customer Website”	means the Customer’s website on which the Offer is redeemable by Members.
“Effective Date”	means the last date of signature on a Booking Form.
“Fees”	means the fees payable by the Customer to Pion for the Services, as specified in a Booking Form.
“Force Majeure Event”	means any event, circumstance that is beyond the reasonable control of the affected Party (the “Affected Party”), which prevents or delays the performance of any of the Affected Party’s obligations under the Agreement. Force Majeure Events may include, but are not limited to: acts of God, including natural disasters such as earthquakes, floods, or hurricanes; fire, explosion, or widespread electrical outages; war, terrorism, civil unrest, rebellion, or insurrection; epidemics, pandemics, or other public health emergencies; strikes, lockouts, or other industrial disputes (excluding those involving the Affected Party's workforce); governmental actions, or impositions of embargoes or trade restrictions; or failure of third-party service providers or suppliers due to any of the above causes. A Force Majeure Event shall not include the Affected Party’s financial difficulties or the Affected Party’s inability to pay any sums owed under the Agreement; or events that could reasonably have been anticipated and mitigated by the Affected Party.
“Insights”	means the bespoke products provided by Pion to the Customer as set out under a Booking Form, designed to support the Customer’s marketing strategy. Insights may include research, concept testing, and other tailored services or deliverables that provide strategic guidance and actionable data.
“Insolvency Event”	means, in relation to a Party (the “Impacted Party”) any of the following events or conditions: the Impacted Party is unable to pay its debts as they fall due, or becomes insolvent within the meaning of applicable insolvency legislation; the Impacted Party is subject to any form of bankruptcy, liquidation, administration, or winding-up proceedings, whether voluntary or involuntary; a receiver, administrator, liquidator, or similar officer is appointed over the whole or a substantial part of the Impacted Party’s assets or business; the Impacted Party enters into any voluntary arrangement, compromise, or composition with creditors; the Impacted Party suspends payment of its debts or ceases, or threatens to cease, to carry on its business; or the Impacted Party’s financial position becomes such that, in the opinion of a competent authority, the party is likely to be unable to meet its debts as they become due.
“Intellectual Property Rights”	means all patents, trademarks, service marks, design rights, copyrights, moral rights, database rights, trade secrets, know-how, and any other similar rights or protections arising anywhere in the world, whether registered or unregistered, and including all applications for the foregoing. It also includes any inventions, works of authorship, designs, concepts, processes, systems, software, and any other creations or innovations related to the business or activities of a Party.
“Last Click Attribution”	means the attribution model in which credit for a conversion (meaning a sale) is given to the last marketing touchpoint or action (i.e. the last click) that directly precedes the completion of a Qualifying Transaction, irrespective of any prior interactions or touchpoints with the Customer's marketing materials or platforms.
“Listing”	means the publication or display of the Offer on Pion’s Marketplace(s), including all associated content, descriptions, Offer terms and other information necessary to make the Offer available for viewing by the Members.
“Manual Reporting Fee”	The fee charged where Manual Reporting applies, as set out under the Booking Form.
“Manual Reporting”	means the process whereby the Customer provides Pion with the Reporting Information required for the calculation and invoicing of Commission.
“Members”	means a consumer who is part of a Closed Consumer Group and who has been confirmed as a verified member of such Closed Consumer Group by Pion.
“Minimum Offer”	means the minimum level of the Offer that the Customer agrees to provide to the Members for the duration of the Minimum Term, as set out under a Booking Form.
“Minimum Term”	means the minimum term that the Customer is purchasing the Services for as set out under a Booking Form which commences from the Service Commencement Date.
“Offer”	means the offer, discount or voucher which the Customer promotes and lists through Pion which is made available to the Members.
“Personal Data”	(i) means “personal data” as defined under the EU General Data Protection Legislation (2016/679) (“GDPR”) for a Booking Form where The Beans Group Limited is listed as the contracting entity; (ii) means PII as defined under the California Consumer Privacy Act for a Booking Form where The Beans Group Inc is listed as the contracting entity; or (iii) means “personal data” as defined under the Australian Privacy Act 1988 for a Booking Form where StudentBeans Pty Ltd is listed as the contracting entity.
“Pion IP”	means Pion’s intellectual property, including but not limited to Pion’s logo, name, trademarks, and any other proprietary information shared with the Customer under the Agreement.
“Pion’s Marketplace(s)”	means one or more of Pion’s marketplaces: Student Beans, Grad Beans and/or BeansID.
“Qualifying Transaction”	means (i) where a Member makes a purchase on the Customer’s Website or the Customer’s App having been referred to the Customer’s Website or Customer’s App by Pion on the basis of Last Click Attribution; or (ii) where a Member uses the Offer to make a purchase on the Customer’s Website or the Customer’s App or in the Customer’s Store.
“Renewal Term”	means any term beyond the Minimum Term.
“Reporting Information”	means the information which the Customer must provide to Pion to ensure that the Customer can manually report Commission, which consists of the following: a unique transaction ID; the timestamp of the transaction; the transaction value; and the redemption code used, with an indication of whether it was used on the Customer Website, Customer App or Customer Store(s). The Reporting Information must be delivered to Pion by the 15th day of the month following the month in which the relevant Qualifying Transactions occurred. Upon receipt and confirmation of the Reporting Information, Pion will issue an invoice for the Commission by the final working day of the month following the reporting month.
“Service Commencement Date”	means the date that the Services are agreed to go live as set out under a Booking Form.
“Services”	means the services provided by Pion and purchased by a Customer as listed under a Booking Form.
“Term”	the duration during which a Booking Form remains active and in effect, including the Minimum Term specified in a Booking Form and any subsequent Renewal Term(s).
“Tracking Method”	means the systems, tools, or processes in place in order to record and verify Qualifying Transactions as set out under a Booking Form. The specific Tracking Methods employed shall vary depending on the Check-Out Location.
“Verification Technology”	means the technology provided by Pion which enables the verification of Members on the Customer’s Website or the Customer’s App.

2. THE SERVICES

2.1 The Customer agrees to purchase the Services in accordance with the terms of the Agreement, and Pion agrees to provide the Services in accordance with the terms of the Agreement.

2.2 Pion reserves the right to determine all matters concerning the configuration and other administrative or operational issues relating to Pion’s Marketplaces.

2.3 Pion may update or modify the Services from time to time to improve functionality or ensure compliance with applicable laws. However, Pion shall not implement any material modifications that may adversely affect the delivery or functionality of the Services without providing the Customer with at least thirty (30) days’ prior written notice. In such cases, Pion will work with the Customer to minimise any potential disruption.

3. TERM AND DURATION

3.1 From the Effective Date, the Parties are bound by the Agreement.

3.2 With effect from the Service Commencement Date, Pion provides an annual rolling subscription to the following services: Listing and Verification Technology. At the end of the Minimum Term, these services shall renew automatically in accordance with the Minimum Term length unless either Party gives written notice to the other at least thirty (30) days prior to the end of the Minimum Term. Each Renewal Term will be subject to the then-current pricing model and terms offered by Pion.

3.3 Advertising and Insights shall not renew automatically.

4. PAYMENT TERMS

4.1 Unless otherwise stated under the Agreement, the Services are not refundable or cancellable.

4.2 Invoices for the Fees shall be issued upon the execution of a Booking Form. Payment of the Fees shall be via direct bank transfer and Fees are payable in accordance with the payment terms set out under a Booking Form.

4.3 If any of the Fees fail to be paid in accordance with their payment terms, Pion may suspend the Services. Late or non-payment of the Fees may result in charges, including but not limited to statutory interest rates and administrative charges, with such charges commencing from the payment due date.

4.4 The Fees are exclusive of sales tax. Any applicable sales tax shall be added to the invoice. The Customer is responsible for the payment of all taxes, and any duties and additional charges of any kind which are imposed upon the Customer.

5. COMMISSION TRACKING AND PAYMENT

THE TRACKING AND PAYMENT OF COMMISSION IS CENTRAL TO PION’S BUSINESS MODEL. IT IS THE CUSTOMER’S RESPONSIBILITY TO ENSURE IT HAS READ AND UNDERSTOOD ITS OBLIGATIONS IN RELATION TO THE TRACKING AND PAYMENT OF COMMISSION.

5.1 The Customer shall track and pay Pion for Commission for all Qualifying Transactions.

5.2 TRACKING METHOD

5.2.1 Dependant on the Check-Out Location, the following tracking methods shall apply to the tracking of Commission for Qualifying Transactions, in order of preference:

Tracking Method Preferences

Check-Out Location	Customer Web	Customer App	Customer Store(s)
Preference 1	Affiliate Network	Affiliate Network	CPC
Preference 2	Code Track Pro	Code Track Pro	Manual Reporting
Preference 3	Manual Reporting	Manual Reporting

‍

5.2.2 Any exceptions to the Tracking Method Preferences set out above shall be specified in the Special Terms.

5.2.3 The relevant Tracking Method shall be set out under the Booking Form. The Tracking Method shall not be amended unless otherwise agreed in writing between the parties.

5.2.4 In the event of a change in the Customer’s Affiliate Network, it must provide Pion with a minimum of 30 days’ written notice.

5.2.5 In the event that the Commission cannot be tracked in accordance with the Tracking Method, Commission shall be tracked in accordance with the Tracking Method Preferences.

5.2 COMMISSION PAYMENT

5.3.1 The rate of Commission payable for Qualifying Transactions shall be as set out under the Commission Details section of a Booking Form.

5.3.2 Commission shall be paid in accordance with the Commission Payment Method.

5.3.3 Unless otherwise specified under a Booking Form, Commission payment terms are 30-days from the date of invoice.

5.3.4 Manual Reporting: Where Manual Reporting applies, i) Pion shall charge the Manual Reporting Fee; and ii) Customer and the Customer shall provide Pion with the Reporting Information.

5.4 If Commission has not been tracked and/or paid in accordance with the terms of the Agreement, Pion may, following written notice to the Customer, suspend the Services until such time that any issue has been properly resolved and the Customer shall pay Pion for Commission generated up until the point of Service suspension. Late or non-payment of Commission may result in charges, including but not limited to statutory interest rates and administrative charges, with such charges commencing from the payment due date.

6. SERVICES

6.1 SERVICES (GENERAL)

6.2 The Customer agrees to cooperate with Pion and provide Pion with information, as may be reasonably required for the provision of the Services, including providing Pion with the Customer Materials.

6.3 The Customer shall not permit any third party to access or use the Services unless otherwise agreed between the Customer and Pion in writing.

6.4 The Customer shall not copy, translate, modify, adapt or create derivative works from the Services unless otherwise agreed in writing between the Customer and Pion.

6.5 The Customer shall not attempt to discover or gain access to the source code of the Services or reverse engineer, modify, decrypt, extract, disassemble or decompile the Services. The Customer will not obscure, amend or remove any copyright notice, trademark or other proprietary marking on, or visible during the operation or use of the Services.

6.6 The Customer will not use the Services for any unlawful purpose or to upload, store, post, email, transmit or otherwise make available any viruses or inappropriate content through the Services.

6.7 During the Term, the Customer agrees and acknowledges that (i) Pion will be its exclusive provider of the nature of the services listed under a Booking Form; (ii) it will not enter into any other agreement with a service provider where that provider offers similar or overlapping services to the Services; and (iii) it will not develop similar, alternative or competing services to the Services. Nothing shall prohibit the Customer from promoting the Offer itself using its own marketing methods, including social media activity or other promotional activity.

6.8 In the event that the Services are delayed beyond the Service Commencement Date due to the Customer's failure to provide Pion with all relevant information required to perform the Services, including the Customer Materials, Pion shall not be liable for any resulting delay. Pion reserves the right to adjust the timelines for the Services to reflect such delay and to recover any reasonable additional costs incurred as a direct result of the Customer's failure to meet its obligations under the Agreement.

6.9 SERVICES (SERVICE SPECIFIC)

6.9.1 THE OFFER

6.9.1.1 The Customer shall ensure that the Offer is the best available discount it offers to the relevant Closed Consumer Group(s).

6.9.1.2 The Customer shall not offer, promote, or provide a discount outside the terms of the Agreement that is stronger, deeper, better, or more advantageous to the relevant Closed Consumer Group than the Offer.

6.9.1.3The Customer shall ensure that the Offer is redeemable by Members on the Check-Out Location(s) for the duration of the Term.

6.9.1.4 The Customer is responsible for providing Pion with the codes or gated link in relation to the Offer. If a Party becomes aware that the codes or link for the Offer are defective, it shall notify the other immediately and the Customer will provide Pion with replacement codes as soon as possible, and in any event, within two (2) business days. Pion reserves the right to remove the Listing and/or Discount from the Marketplace if it has been defective for more than 24 hours.

6.9.1.5 The Customer shall bear all responsibility relating to any goods/services promoted through the Offer and made available to Members.

6.9.1.6 The Customer shall be responsible for fulfilling the transactions that take place at the Check-out Location(s) using the Offer and it acknowledges that Pion has no responsibility in relation to the fulfilment of any Member purchase, query, complaint, or refund in relation to the Customer’s goods/services.

6.9.1.7 The Customer shall be solely responsible for providing, configuring and maintaining its systems and all hardware, software and network connections necessary to enable it to connect to the internet to use the Services and provide the Offer.

6.9.2 VERIFICATION TECHNOLOGY

6.9.2.1 Pion shall launch the Listing once the Customer activates the CTA Placement(s). If the Customer has purchased student and graduate services in addition to other Closed Consumer Group services, the student and graduate link must be a distinct and separate link on the Customer App and/or Customer Website.

6.9.2.2 The Customer shall ensure that the Verification Technology remains live on the Customer App and/or Customer Website for the Term.

6.9.3 LISTING Where a Customer has not purchased Verification Technology but has purchased Listing, Pion shall list the Offer once the Customer provides Pion with all relevant information relating to the Offer, including the Customer Materials.

6.9.4 IN-STORE

6.9.4.1 The Customer shall display point-of-sale assets in the Customer Store(s) to prominently promote the availability of the Offer.

6.9.4.2 The Customer shall be responsible for providing, organising and maintaining its stores/venues and associated stock, staff and point of sale software and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer Store(s).

GENERAL TERMS

7. WARRANTIES

7.1 Each Party warrants to the other that in relation to its obligations under the Agreement:

(i) the individual signing the Booking Form on behalf of a Party has the authority from the relevant Party to enter into the Agreement for and on behalf of said Party;

(ii) it has all necessary rights, licences, consents and approvals in place to perform its obligations;

(iii) it shall comply with all applicable laws and regulations; and

(iv) nothing in the Agreement will cause it to be in breach of any legal or contractual obligation owed to a third party.

8. INTELLECTUAL PROPERTY

8.1 Nothing in the Agreement shall cause the ownership of any Intellectual Property Rights belonging to one Party to be transferred to the other.

8.2 Pion shall remain the owner of all Intellectual Property Rights in the Pion IP and the Services and all associated software and data and all goodwill in the use of the Pion IP and the Services shall be owned by Pion. Pion grants the Customer a non-exclusive, non-transferable, country-specific, royalty-free licence to use the Pion IP in for the duration of the Term to such extent as is necessary to enable the Customer to market and promote the Offer.

8.3 The Customer shall remain the owner of all Intellectual Property Rights in the Customer IP, and all goodwill in the use of the Customer IP. Under the Agreement the Customer grants Pion, a non-exclusive, non-transferable, country-specific, royalty-free licence to use the Customer IP to such extent as is necessary to enable Pion to provide the Services and to perform its obligations under the Agreement.

8.4 The Parties may provide one another with guidance in relation to each Party’s respective Intellectual Property Rights.

9. CONFIDENTIALITY

9.1 The Parties acknowledge and agree that the terms of the Agreement constitute Confidential Information. Subject to Clause 9.2, each Party shall: (i) keep confidential all Confidential Information of the other Party which it receives in connection with the Agreement; (ii) apply to it no lesser security measures and degree of care than those which it takes in protecting its own Confidential Information and in any event no less than that which a reasonable person or business would take in protecting its own confidential information; (iii) only use such Confidential Information as strictly necessary for the performance of, or exercise of its rights under, the Agreement; (iv) not disclose such Confidential Information to any third party other than its professional representatives); and (v) promptly, upon request and, in any event, upon termination of the Agreement (for whatever reason), return to the other Party or destroy (at the other Party’s request) all materials incorporating, embodying or recording any such Confidential Information in its possession or control and, if requested by the other party, certify in writing that it has done so.

9.2 Either Party may disclose the other’s Confidential Information to the extent required by law or by any court, tribunal, regulatory or other authority with competent jurisdiction to order its disclosure (but only to the extent of such requirement), provided that the Receiving Party promptly provides the Disclosing Party with prior notice of such disclosure (to the extent legally permitted).‍

10. INDEMNIFICATION

10.1 The indemnity Pion provides to the Customer: Pion indemnifies the Customer from and against any claim brought by a third party that the Customer’s use of the Services or the Customer’s use of the Pion IP infringe the third party’s Intellectual Property Rights. If the Services or the Pion IP are held to infringe any third party Intellectual Property Rights, Pion may, in the first instance and at its option and expense: (a) modify the Services or Pion IP to make them non-infringing, or (b) obtain a licence that permits the Customer to continue using the Services and Pion IP. Pion shall not be liable to the Customer to the extent that the alleged infringement is based on: (a) a modification of the Services or Pion IP by anyone other than Pion; (b) the Customer’s use of the Services or Pion IP in a manner contrary to the Agreement; or (c) the Customer’s use of the Services or Pion IP after notice of the alleged infringement.

10.2 The indemnity the Customer provides to Pion: The Customer indemnifies Pion from and against any claim brought by a third party that Pion’s use of the Customer IP or the Customer Materials infringe any Intellectual Property Rights of a third party to the Agreement. The Customer shall not be liable to Pion to the extent that the alleged infringement is based on: (a) a modification of the Customer Materials by Pion; (b) Pion’s use of the Customer Materials or Customer Marks in a manner contrary to the Agreement; (c) or Pion’s use of the Customer Materials or Customer Marks after notice of the alleged infringement.

10.3 Clauses 10.1 and 10.2 are subject to (i) the indemnifying party being given prompt notice of any matter for which the indemnified party wishes to be indemnified; (ii) the indemnified party providing reasonable cooperation in the defence and settlement of the relevant claim, at the indemnifying party’s expense; and (iii) the indemnifying party being given sole authority to defend or settle the relevant claim, provided that no settlement shall be made which prejudices the indemnified party’s rights or imposes any obligations on it without its prior written approval (not to be unreasonably withheld or delayed).

11. LIMITATION OF LIABILITY

11.1 Nothing in the Agreement shall limit or exclude either Party’s liability for death or personal injury caused by negligence, fraud, fraudulent misrepresentation, and any liability which may not be lawfully limited or excluded.

11.2 Subject to Clause 11.1, neither Party shall be liable in any circumstances to the other party for consequential, special or indirect losses or the following losses whether direct or indirect: (a) loss of profits; (b) loss of revenue; (c) economic loss; (d) loss of business or contracts; (e) loss of anticipated savings or goodwill; (f) loss of data; or (g) any losses arising from a claim by a third party for any of the losses set out under Clause 11.2 (a-f), whether arising under contract, statute, tort (including, without limitation negligence) or otherwise.

11.3 Subject to Clauses 11.1, 11.2 and 11.4 the total and aggregate liability of (a) Pion and (b) the Customer, in each case whether in contract, tort (including negligence), breach of statutory duty or otherwise, arising under or in connection with the Agreement and including any liability arising under Clauses 10.1 and 10.2, shall be limited to 100% of the total Fees paid or payable for the Services during the 12 months immediately preceding the date on which the claim arose. Where no Fees have been paid within the preceding 12 months, liability shall be limited to 100% of the total charges that would have been paid by the Customer in keeping with the Pion pricing model for the Services during the 12 months immediately preceding the date on which the claim arose.

11.4 Pion shall not be liable for (a) any failure to comply with the provisions of the Agreement if such default is attributable to any acts or omissions caused by the Customer, including the Customer’s failure to perform any of its obligations under the Agreement; (b) any consequences arising from Pion complying with the Customer’s instructions or requirements; or (c) any consequences arising from the Customer failing to correctly enter information into the Customer App and/or the Customer Website and/or Customer Store(s).

12. DATA PROTECTION AND MEMBER PRIVACY

12.1 Pion shall not provide the Customer with any Personal Data relating to Members under the Agreement and the Customer is not required to share any Personal Data relating to Members under the Agreement. Pion is the data controller in relation to the Members.

12.2 If any Personal Data relating to Members is shared under the Agreement the Parties shall do so on the basis that all relevant data protection legislation has been adhered to including (as may be applicable): the Personal Data is shared in accordance with a lawful basis; and where required, the Parties have entered into additional agreements which may include a data sharing agreement, standard contractual clauses, the international data transfer agreement (or addendum) or any other framework mandated by a relevant supervisory authority.

12.3 Each Party agrees to undertake to comply with all applicable law relating to the processing, privacy and/or use of Personal Data in relation to the Services.

13. TERMINATION AND SUSPENSION

13.1 Without prejudice to any other rights or remedies which either Party may have, a Party (“Party 1”) may terminate the Agreement or an individual Booking Form with immediate effect on written notice to the other Party (“Party 2”) if:

13.1.1 Party 2 commits a material breach of the Agreement provided that any remediable breach fails to be remedied by Party 2 within thirty (30) business days of Party 1 being notified of such a breach in writing; or

13.1.2 Party 2 suffers an Insolvency Event.

13.2 Upon termination of the Agreement for any reason, Pion shall cease to provide and Customer shall cease to use the Services.

13.3 Any provision of the Agreement that expressly or by implication is intended to come into or continue in force on or after termination of the Agreement shall remain in full force and effect.

14. GENERAL

14.1 Force Majeure: Neither Party shall be liable to the other for any delay or non-performance of its obligations under the Agreement arising from a Force Majeure Event. In the event that either Party is delayed or prevented from performing its obligations under the Agreement as a result of a Force Majeure Event such Party shall: (a) give notice in writing of such delay or prevention to the other party as soon as reasonably possible stating the commencement date and extent of such delay or prevention, the cause thereof and its estimated duration; (b) use all reasonable endeavours to mitigate the effects of such delay or prevention upon the performance of its obligations under the Agreement; and (c) resume performance of its obligations as soon as reasonably possible after the removal of the cause of the delay or prevention. If a Party is prevented from substantially performing its obligations under the Agreement for a period in excess of thirty (30) consecutive days, the other Party may terminate the Agreement on thirty (30) days’ written notice.

14.2 Disrepute: A Party (“Party A”) shall not engage in any conduct, act, or omission that is reasonably likely to bring the other Party (“Party B”) into disrepute, or to damage the reputation, goodwill, or standing of Party B.

14.3 No variation or modification to the MSA or an individual Booking Form shall be valid unless it is in writing and signed by each Party.

14.4 Failure to exercise, or any delay in exercising, any right or remedy provided under the Agreement or by law shall not constitute a waiver of that (or any other) right or remedy, nor shall it preclude or restrict any further exercise of that (or any other) right or remedy.

14.5 If any provision of the Agreement (or part of any provision) is or becomes invalid, illegal or unenforceable, it shall be deemed to be deleted, and the validity and enforceability of the other provisions of the Agreement shall not be affected.

14.6 The Agreement constitutes the entire agreement between the Parties and supersedes and extinguishes all previous agreements (written or oral) relating to the subject matter of the Agreement. Each Party acknowledges that, in entering into the Agreement, it does not rely on, and shall have no remedies in respect of, any representation or warranty (whether made innocently or negligently) that is not set out in the Agreement.

14.7 Neither party shall, without the prior written consent of the other party, assign, transfer or subcontract the Agreement or all or any of its rights or obligations under the Agreement. However, Pion may assign, transfer, or subcontract the Agreement or all or any of its rights or obligations under the Agreement without the prior written consent of the Customer to: (a) a parent or subsidiary of; (b) an acquirer of all or substantially all of its assets; or (c) a successor by merger.

14.8 Nothing in the Agreement is intended to, or shall be deemed to, authorise either Party to act as agent for the other, and neither Party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

14.9 Any notice under the Agreement shall be sent by email to the other Party’s email address as may have been notified by that Party for such purposes. A notice sent by email shall be deemed received at the time of transmission.

15. GOVERNING LAW AND JURISDICTION

15.1 Subject to which entity is named on a Booking Form, the following governing law and exclusive jurisdiction shall apply to any dispute or claim arising out of it in connection with the Agreement: The Beans Group Limited or unspecified: The laws of England and Wales and the courts of England and Wales; The Beans Group, Inc: The laws of the state of New York (without regard to its conflicts of laws rules) and New York court; or StudentBeans Pty Ltd: The laws of New South Wales, Australia and the courts of New South Wales.

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