1. INTRODUCTION
These General Terms & Conditions of Engagement ("Terms") constitute a legally binding agreement between PRWALE ("PRWALE", "the Company", "we", "our", or "us") and the individual or entity engaging PRWALE for professional services ("the Client", "you", or "your").
These Terms govern all professional services provided by PRWALE, including, without limitation, consultations, eligibility assessments, immigration strategy, visa assistance, overseas education counselling, document review, application preparation, submission support, compliance advice, professional representation, and all ancillary or related advisory services (collectively, the "Services").
By requesting or receiving any Services, booking a consultation, executing a Service Agreement, making any payment, submitting documents or information, accepting a proposal or quotation, communicating instructions to PRWALE, or accessing or using any PRWALE website, portal, application, platform, or other communication channel, the Client acknowledges that they have read, understood, and voluntarily agreed to be legally bound by these Terms, as amended from time to time.
Where a separate written Service Agreement is executed between PRWALE and the Client, these Terms shall be read together with that agreement. In the event of any inconsistency, the provisions of the signed Service Agreement shall prevail only to the extent of such inconsistency, and these Terms shall continue to apply in all other respects. If the Client does not agree to these Terms, the Client must immediately cease using PRWALE's Services, and PRWALE reserves the right to decline or terminate the engagement without liability.
2. NATURE OF SERVICES
PRWALE is an independent private immigration and overseas education consultancy providing professional advisory, strategic, administrative, documentation, and application support services to individuals and businesses seeking immigration, education, work, investment, residency, or related international mobility solutions.
The Client expressly acknowledges and agrees that PRWALE acts solely as an independent professional consultancy and provides advice, guidance, document preparation, application assistance, and administrative support based upon the information and documentation supplied by the Client. PRWALE does not exercise any statutory, regulatory, governmental, or decision-making authority in relation to any immigration, visa, education, employment, licensing, or citizenship matter.
Unless expressly agreed in writing, PRWALE does not provide legal representation before any court or tribunal, nor does it provide legal services reserved exclusively for licensed legal practitioners in any jurisdiction. For the avoidance of doubt, PRWALE is not, and shall not be construed as, any of the following:
- A Government or Government Agency;
- An Immigration Department or Ministry;
- An Embassy, High Commission, or Consulate
- A Visa Office or Border Authority;
- A Citizenship or Naturalisation Authority;
- A University, College, School, or Educational Institution;
- A Recruitment or Placement Agency (unless expressly disclosed in writing);
- A Professional Licensing or Assessing Authority;
- An English Language Testing Organisation;
- A Medical Examination Provider;
- A Police Clearance Authority;
- A Financial Institution; or
- Any other governmental, regulatory, statutory, or decision-making body.
The Client acknowledges that all immigration, visa, education, employment, licensing, residency, and citizenship decisions are made exclusively by the relevant competent authorities or third parties, over whom PRWALE has no authority, control, influence, or discretion.
Nothing contained in these Terms, or in any communication, advertisement, promotional material, assessment, consultation, recommendation, or correspondence issued by PRWALE, shall be interpreted as creating any governmental authority, agency relationship, fiduciary obligation, guarantee of outcome, or decision-making power on the part of PRWALE.
3. NO GUARANTEE, REPRESENTATION, OR WARRANTY
The Client expressly acknowledges and agrees that PRWALE provides professional immigration consultancy, strategic advisory, documentation assistance, and administrative support services only. PRWALE does not possess any authority to approve, refuse, influence, expedite, or otherwise determine the outcome of any immigration, visa, education, employment, licensing, or citizenship application.Accordingly, PRWALE makes no representation, warranty, guarantee, covenant, undertaking, or assurance, whether express, implied, statutory, oral, written, or otherwise, regarding the success or outcome of any application or matter, including but not limited to:
- Visa approval
- Permanent Residency
- Citizenship or Naturalisation
- Admission to any educational institution
- Scholarship or financial assistance
- Invitation to Apply (ITA)
- Employer Sponsorship
- Labour Market Approval or Labour Certification
- Job Placement or Employment
- Work Permit
- Resident Visa
- Immigration Status
- Visa Extension or Renewal
- Appeal, Review, or Reconsideration Success
- Waiver Approval
- Processing Timeframes
- Faster or Priority Processing or
- Any other immigration, education, employment, or governmental outcome.
The Client acknowledges that every application is assessed and determined solely at the absolute discretion of the relevant government department, immigration authority, embassy, consulate, visa office, educational institution, employer, licensing authority, professional assessing body, or any other competent authority, each acting in accordance with its applicable laws, regulations, policies, and procedures.
The Client further agrees that any preliminary assessment, eligibility opinion, strategic advice, estimated prospects of success, processing timeframe, or professional recommendation provided by PRWALE constitutes an opinion based upon the information available at the time and shall not be construed as a promise, warranty, guarantee, or contractual commitment regarding any future outcome.
The Client expressly agrees that no verbal statement, opinion, marketing material, website content, social media communication, email, message, estimate, projection, illustration, or representation made by any director, employee, consultant, representative, or agent of PRWALE shall create any legally binding guarantee, warranty, representation, or contractual obligation unless expressly incorporated into a written agreement executed by an authorised representative of PRWALE.
The Client acknowledges that engagement of PRWALE is for the provision of professional services only and not for the procurement or guarantee of any specific immigration, educational, employment, or governmental outcome.
4. IMMIGRATION DECISIONS AND EXCLUSIVE AUTHORITY OF COMPETENT BODIES
The Client expressly acknowledges and agrees that all decisions relating to immigration, visas, permanent residency, citizenship, work authorization, study permits, employer sponsorship, licensing, educational admissions, professional recognition, and any related application or request are made exclusively at the sole and absolute discretion of the relevant competent authority, including but not limited to:
- Government Departments
- Immigration Authorities
- Immigration Officers
- Visa Officers
- Embassies, High Commissions, and Consulates
- Border and Customs Authorities
- Educational Institutions
- Employers and Sponsoring Organisations
- Professional Licensing Authorities
- Skills Assessment and Assessing Bodies and
- Any other governmental, statutory, regulatory, administrative, or competent authority.
The Client acknowledges that each competent authority exercises its statutory powers independently and in accordance with its own legislation, regulations, policies, operational instructions, and internal procedures, all of which may be amended or interpreted at its sole discretion.
PRWALE has no authority, control, influence, discretion, or ability to approve, refuse, expedite, delay, alter, negotiate, or otherwise affect any decision made by any competent authority or third party.
Accordingly, the Client agrees that PRWALE shall not be liable for any refusal, cancellation, delay, suspension, request for additional information, adverse determination, revocation, or any other decision or action taken by any competent authority, regardless of whether such decision occurs before, during, or after the provision of PRWALE's Services.
The Client further acknowledges that PRWALE's engagement is limited to providing professional advisory and administrative assistance and shall not be construed as conferring any authority, influence, or special access in relation to any governmental or third-party decision-making process.
5. CHANGES IN IMMIGRATION LAWS, REGULATIONS, POLICIES, AND GOVERNMENT REQUIREMENTS
The Client expressly acknowledges, understands, and agrees that all immigration legislation, statutes, regulations, ministerial directions, governmental policies, operational instructions, administrative practices, visa categories, eligibility criteria, occupation lists, quotas, processing priorities, documentary requirements, financial thresholds, English language requirements, health and character requirements, government fees, application procedures, and all other immigration-related laws or requirements (collectively, the "Immigration Requirements") are determined exclusively by the competent governmental authorities of the relevant jurisdiction.
The Client further acknowledges that the Immigration Requirements may be enacted, amended, repealed, suspended, withdrawn, replaced, reinterpreted, or otherwise modified at any time, with or without prior notice, and may apply retrospectively or immediately where permitted by applicable law.
PRWALE neither controls nor has any authority, influence, or discretion over any legislative, regulatory, administrative, policy, or procedural decision made by any government, immigration department, embassy, consulate, visa office, educational institution, employer, licensing authority, professional assessing body, or any other competent authority.
Accordingly, PRWALE makes no representation, warranty, guarantee, covenant, or undertaking, whether express or implied, that any immigration law, policy, eligibility requirement, processing procedure, or governmental practice existing at the commencement of the Client's engagement will remain unchanged throughout the duration of the engagement or until the final determination of the Client's application.
The Client expressly accepts that any amendment, repeal, suspension, reinterpretation, implementation, or modification of the Immigration Requirements may materially affect the Client's eligibility, documentary obligations, visa conditions, processing timeframes, application outcome, immigration status, or any anticipated benefit associated with the immigration process.
To the fullest extent permitted by applicable law, PRWALE shall bear no liability whatsoever for any refusal, cancellation, withdrawal, delay, suspension, loss of eligibility, financial loss, consequential loss, additional expense, business interruption, travel loss, missed opportunity, or any direct, indirect, incidental, special, punitive, or consequential damages arising directly or indirectly from any change in the Immigration Requirements, whether such change occurs before, during, or after the provision of PRWALE's services or the submission, processing, or determination of the Client's application.
The Client irrevocably waives, releases, and forever discharges PRWALE, its directors, partners, officers, employees, consultants, representatives, affiliates, successors, and assigns from any claim, demand, cause of action, liability, or proceeding arising out of or connected with any such legislative, regulatory, administrative, or policy change.
Where any change in the Immigration Requirements necessitates additional consultations, reassessments, strategic advice, document preparation, revised applications, supplementary submissions, appeals, review applications, or any further professional services beyond the original scope of engagement, such services shall constitute a separate engagement and shall be subject to additional professional fees, government charges, and disbursements payable by the Client in accordance with PRWALE's prevailing fee schedule.
6. CLIENT RESPONSIBILITIES AND DUTY OF DISCLOSURE
The Client acknowledges and agrees that the successful provision of PRWALE's Services is dependent upon the Client providing complete, accurate, truthful, and timely information and documentation. The Client shall, at all times during the engagement, fully cooperate with PRWALE and comply with all reasonable requests necessary for the proper delivery of the Services.
Without limitation, the Client agrees to:
- Provide accurate, complete, and truthful information
- Submit genuine, authentic, and legally obtained documents and supporting evidence
- Make full and honest declarations in relation to all applications and matters
- Respond promptly to requests for information, documentation, clarification, or instructions
- Immediately notify PRWALE of any change in personal circumstances, employment, education, financial position, marital status, family composition, immigration status, health, criminal record, or any other matter that may affect the Client's application or eligibility.
The Client further warrants that all information, documents, statements, declarations, and evidence supplied to PRWALE are true, complete, authentic, and not misleading, and have not been altered, falsified, fabricated, or withheld in any material respect.
The Client shall disclose all material facts relevant to the engagement, including, without limitation:
- Previous visa refusals, cancellations, or revocations
- Deportations, removals, exclusions, or overstays
- Immigration investigations or compliance issues
- Criminal charges, convictions, cautions, or pending proceedings
- Health conditions that may affect immigration eligibility
- Employment gaps or discrepancies
- Educational gaps or irregularities
- Previous immigration, visa, residency, or citizenship applications made in any country
- Previous use of aliases, different identities, or name changes and
- Any other information that could reasonably influence the assessment, preparation, processing, or outcome of the Client's matter.
The Client acknowledges that PRWALE is entitled to rely upon the accuracy and completeness of all information and documentation provided by the Client and is under no obligation to independently verify the authenticity or accuracy of such information unless otherwise required by law or expressly agreed in writing.
The Client shall be solely responsible for any consequences arising from the provision of false, misleading, inaccurate, incomplete, or omitted information or documentation. To the fullest extent permitted by applicable law, PRWALE shall bear no liability whatsoever for any refusal, cancellation, delay, adverse decision, financial loss, legal consequence, or other outcome resulting directly or indirectly from the Client's failure to comply with the obligations set out in this Clause.
Any breach of this Clause shall constitute a material breach of these Terms and shall entitle PRWALE, at its sole discretion, to suspend or terminate the engagement immediately, without prejudice to any other rights or remedies available under these Terms or applicable law.
7. ZERO TOLERANCE FOR FRAUD, MISREPRESENTATION, AND UNLAWFUL CONDUCT
PRWALE maintains a strict zero-tolerance policy toward fraud, forgery, misrepresentation, deception, and any unlawful or unethical conduct. The Client expressly acknowledges and agrees that PRWALE will not prepare, submit, endorse, assist with, or otherwise participate in any application or transaction involving false, misleading, fraudulent, fabricated, altered, or unlawfully obtained information or documentation.
Without limitation, PRWALE reserves the absolute right to immediately suspend or terminate the engagement, without prior notice, if it reasonably believes that the Client has requested, provided, submitted, or attempted to submit any of the following:
- Forged, altered, or counterfeit documents
- Fabricated employment records or work experience
- False salary records, payslips, or employment evidence
- Fraudulent financial documents or proof of funds
- Fraudulent educational qualifications, transcripts, or certificates
- False language test results or proxy examinations/interviews
- Fake sponsorship arrangements or sponsorship documents
- Sham or fraudulent marriages, relationships, or family claims
- Identity fraud or the use of false identities
- False, misleading, inaccurate, or deceptive declarations
- Concealment of material immigration, criminal, financial, or personal history
- Impersonation or document tampering; or
- Any other act that may constitute fraud, misrepresentation, or a breach of applicable law or immigration requirements.
The Client warrants that all information and documentation provided to PRWALE shall be genuine, authentic, complete, and lawful. The Client shall remain solely responsible for the authenticity, legality, and accuracy of all documents, statements, and evidence submitted in connection with the engagement.
Where PRWALE reasonably suspects fraudulent, unlawful, or unethical conduct, PRWALE may, at its sole discretion and to the extent permitted or required by applicable law, suspend or terminate the Services, decline to act further on the Client's behalf, refuse to submit any application, and take any other action considered necessary to protect its legal, professional, or ethical obligations.
Any termination under this Clause shall be without prejudice to PRWALE's rights to retain fees already earned for Services performed, recover any outstanding amounts lawfully due, and pursue any other remedies available under these Terms or applicable law.
The Client acknowledges that PRWALE shall not be liable for any refusal, cancellation, investigation, prosecution, financial loss, reputational damage, or other consequence arising from the Client's fraudulent, misleading, unlawful, or deceptive conduct.
8. DOCUMENT VERIFICATION, AUTHENTICITY, AND CLIENT WARRANTIES
The Client represents, warrants, and undertakes that all documents, information, declarations, certificates, records, translations, photographs, financial evidence, employment records, educational qualifications, and all other materials provided to PRWALE are genuine, authentic, complete, accurate, lawfully obtained, and have not been forged, altered, falsified, fabricated, manipulated, or otherwise misrepresented.
The Client acknowledges and agrees that PRWALE is entitled to rely upon the authenticity and accuracy of all documents and information supplied by the Client and, unless expressly agreed in writing or required by applicable law, PRWALE shall have no obligation to independently investigate, verify, authenticate, certify, validate, or audit the accuracy, legality, origin, or authenticity of any document or information provided by the Client.
PRWALE does not create, alter, certify, notarise, legalise, authenticate, validate, or endorse documents on behalf of the Client, nor does PRWALE assume responsibility for the contents, legality, or authenticity of any document supplied by the Client or any third party.
Where PRWALE reasonably believes that any document or information is false, misleading, incomplete, inconsistent, altered, fraudulent, unlawfully obtained, or otherwise unreliable, PRWALE may, at its sole and absolute discretion:
- Request additional information or supporting evidence
- Suspend or refuse to provide further Services
- Decline to prepare or submit any application
- Terminate the engagement immediately and
- Take any other action considered necessary to comply with its legal, ethical, or professional obligations, to the extent permitted or required by applicable law.
The Client shall remain solely responsible for all consequences arising from the submission of false, misleading, inaccurate, incomplete, or fraudulent documents or information, including, without limitation, visa refusal, cancellation, inadmissibility, prosecution, financial loss, or any other adverse action taken by a competent authority.
To the fullest extent permitted by applicable law, PRWALE shall not be liable for any loss, damage, delay, refusal, cancellation, investigation, or adverse decision arising directly or indirectly from the authenticity, accuracy, legality, completeness, or reliability of any document or information supplied by the Client or by any third party acting on the Client's behalf.
9. PROFESSIONAL FEES, PAYMENT, AND DISBURSEMENTS
The Client acknowledges and agrees that all professional fees charged by PRWALE constitute consideration solely for the provision of professional consultancy, strategic advice, eligibility assessment, case management, document review, document preparation, administrative assistance, application support, correspondence, and other professional services performed by PRWALE. Such fees are not contingent upon, nor do they guarantee, any particular immigration, visa, education, employment, or governmental outcome.
Unless otherwise expressly agreed in writing, all professional fees become due and payable in accordance with the applicable Service Agreement, Proposal, Invoice, or Fee Schedule issued by PRWALE.
Professional fees are earned progressively upon the performance of the corresponding Services and, except where otherwise required by applicable law or expressly agreed in writing, all fees paid to PRWALE are non-refundable, irrespective of:
- Visa or immigration refusal
- Withdrawal or abandonment of the application by the Client
- Changes in immigration laws or government policies
- Ineligibility determined after commencement of the engagement
- Delays by any government authority or third party
- The Client's failure to provide required information or documentation
- The Client's decision to discontinue the engagement or
- Termination of the engagement pursuant to these Terms.
The Client shall remain solely responsible for all third-party costs, government fees, statutory charges, embassy or consular fees, biometric fees, courier charges, translation and interpretation costs, notarisation, legalisation, medical examination fees, police clearance certificates, skills assessments, English language testing fees, tuition deposits, insurance premiums, bank charges, taxes, and any other disbursements payable to third parties. Unless expressly stated otherwise, such costs are separate from PRWALE's professional fees and are payable exclusively by the Client.
PRWALE reserves the right to require payment in advance, request additional deposits, suspend or withhold the provision of Services, decline to lodge or submit any application, or terminate the engagement where any invoice remains unpaid beyond its due date.
Unless expressly stated otherwise, all fees quoted by PRWALE are exclusive of applicable taxes, duties, levies, bank charges, currency conversion costs, or similar governmental or financial charges, all of which shall be borne by the Client. The Client acknowledges that payment of professional fees does not create any guarantee, warranty, or entitlement to visa approval, admission, employment, permanent residency, citizenship, or any other immigration or governmental benefit.
10. THIRD-PARTY SERVICES, PROVIDERS, AND INDEPENDENT DECISIONS
In the course of providing the Services, PRWALE may, at the Client's request or where reasonably necessary, facilitate communication or coordination with third parties, including, without limitation, educational institutions, employers, recruitment agencies, immigration authorities, government departments, licensing bodies, professional assessing authorities, translators, interpreters, medical practitioners, panel physicians, courier providers, testing organisations, insurance providers, financial institutions, and other independent service providers (collectively, "Third-Party Providers").
The Client acknowledges and agrees that all Third-Party Providers operate independently of PRWALE and are not employees, agents, partners, joint venturers, representatives, or affiliates of PRWALE unless expressly stated otherwise in writing.
PRWALE does not own, operate, manage, supervise, or control any Third-Party Provider and makes no representation, warranty, guarantee, or undertaking, whether express or implied, regarding the quality, accuracy, availability, competence, reliability, timeliness, legality, suitability, or outcome of any services provided by any Third-Party Provider.
The Client further acknowledges that all decisions, actions, recommendations, assessments, admissions, sponsorships, employment offers, licensing determinations, visa decisions, processing timeframes, fees, and other outcomes made by any Third-Party Provider are entirely independent of PRWALE and are beyond PRWALE's authority or control.
The Client shall be solely responsible for complying with all requirements, deadlines, terms, conditions, fees, and obligations imposed by any Third-Party Provider. Any contractual relationship entered into between the Client and a Third-Party Provider shall exist solely between those parties, and PRWALE shall not be deemed to be a party to, or responsible for, such relationship or any dispute arising therefrom.
Where PRWALE collects or remits payments to a Third-Party Provider on behalf of the Client, PRWALE acts solely as an administrative facilitator and assumes no liability for the performance, quality, refund, insolvency, or obligations of that Third-Party Provider.
11. PROCESSING TIMES AND GOVERNMENT DELAYS
The Client expressly acknowledges and agrees that all processing times, estimated completion dates, service standards, or timelines communicated by PRWALE are based solely upon information published by, or obtained from, the relevant government authorities, educational institutions, employers, licensing bodies, assessing authorities, or other Third-Party Providers and are provided for general guidance purposes only.
All processing times are estimates only and may vary without prior notice due to changes in government policies, application volumes, staffing levels, security or background checks, document verification procedures, requests for further information, administrative processing, public holidays, force majeure events, or any other circumstances beyond PRWALE's reasonable control.
PRWALE has no authority, control, influence, or ability to expedite, prioritise, accelerate, delay, or otherwise affect the processing, assessment, review, or determination of any application by any competent authority or Third-Party Provider. Accordingly, no estimated processing time, anticipated completion date, or verbal or written indication of timing shall constitute a representation, warranty, guarantee, contractual commitment, or essential term of the engagement.
The Client further acknowledges and agrees that any delay in the processing or determination of an application shall not constitute negligence, breach of contract, professional misconduct, or default on the part of PRWALE, nor shall it entitle the Client to terminate the engagement, demand compensation, claim damages, request a refund of professional fees already earned, or pursue any other remedy against PRWALE.
To the fullest extent permitted by applicable law, PRWALE shall not be liable for any loss, damage, expense, inconvenience, missed opportunity, business interruption, travel disruption, financial loss, or any direct, indirect, incidental, special, or consequential damages arising directly or indirectly from any delay in processing or decision-making by any government authority or Third-Party Provider.
12. COMMUNICATIONS, NOTICES, AND CLIENT RESPONSE OBLIGATIONS
The Client acknowledges and agrees that timely communication is essential for the proper delivery of PRWALE's Services and the successful management of the Client's matter.
The Client shall be solely responsible for:
- Regularly monitoring all emails, telephone calls, text messages, messaging applications (including, where applicable, WhatsApp), postal correspondence, and any other communication channels used by PRWALE
- Ensuring that all contact information provided to PRWALE remains accurate, current, and operational at all times
- Promptly notifying PRWALE in writing of any change to the Client's email address, telephone number, residential address, or other contact details
- Responding promptly to all requests for information, documentation, clarification, instructions, approvals, or signatures and
- Complying with all deadlines communicated by PRWALE or imposed by any government authority, educational institution, employer, licensing body, or other Third-Party Provider.
Unless otherwise required by applicable law, any notice, request, reminder, instruction, or communication transmitted by PRWALE to the Client using the most recent contact details provided by the Client shall be deemed to have been duly delivered, whether or not the Client has actually read, received, acknowledged, or responded to such communication.
The Client acknowledges that any delay or failure to respond may result in missed deadlines, delayed submissions, requests for additional information, application refusal, cancellation, withdrawal, loss of eligibility, expiry of an invitation or offer, or any other adverse consequence beyond PRWALE's control.
To the fullest extent permitted by applicable law, PRWALE shall not be liable for any loss, damage, delay, refusal, cancellation, financial loss, missed opportunity, or other adverse consequence arising directly or indirectly from the Client's failure to monitor communications, maintain accurate contact details, respond within required timeframes, or comply with instructions or deadlines.
Where the Client fails to provide timely instructions, documentation, approvals, or responses, PRWALE reserves the right to suspend the Services, place the matter on hold, close the file, or terminate the engagement in accordance with these Terms, without liability for any resulting consequences.
13. CONFIDENTIALITY, PRIVACY, AND DISCLOSURE OF INFORMATION
PRWALE acknowledges the confidential nature of the information entrusted to it by the Client and undertakes to use such information solely for the purpose of providing the Services contemplated under these Terms and any applicable Service Agreement.
The Client authorises PRWALE to collect, store, use, process, reproduce, transmit, and disclose the Client's personal information, documents, and other confidential information only to the extent reasonably necessary to perform the Services, prepare or submit applications, communicate with relevant authorities, or otherwise fulfil PRWALE's contractual, legal, regulatory, or professional obligations.
Without limiting the foregoing, PRWALE may disclose the Client's information to government departments, immigration authorities, embassies, consulates, educational institutions, employers, licensing authorities, professional assessing bodies, translators, medical practitioners, courier providers, technology service providers, legal or professional advisers, and other Third-Party Providers where such disclosure is reasonably necessary for the provision of the Services or is authorised by the Client.
PRWALE may also disclose confidential information where such disclosure is required or permitted by applicable law, court order, regulatory authority, law enforcement agency, or where PRWALE reasonably considers such disclosure necessary to protect its legal rights, comply with its professional obligations, prevent fraud, or respond to actual or suspected unlawful activity.
The Client acknowledges and agrees that electronic communications, including email, cloud-based systems, messaging applications, and other digital communication platforms, may involve inherent security risks beyond PRWALE's reasonable control. While PRWALE will take reasonable measures to safeguard Client information, PRWALE does not warrant or guarantee the absolute security of electronic communications or data transmission.
PRWALE shall maintain appropriate administrative, technical, and organisational safeguards to protect Client information against unauthorised access, disclosure, alteration, or misuse. However, to the fullest extent permitted by applicable law, PRWALE shall not be liable for any unauthorised access, cyber incident, system failure, data breach, or disclosure resulting from events beyond its reasonable control.
The obligations contained in this Clause shall survive the completion or termination of the engagement for so long as required by applicable law or professional record-retention obligations.
14. LIMITATION OF LIABILITY
To the fullest extent permitted by applicable law, the Client acknowledges and agrees that PRWALE, its directors, shareholders, partners, officers, employees, consultants, representatives, contractors, successors, and assigns shall not be liable for any loss, damage, expense, claim, liability, cost, or adverse consequence arising directly or indirectly from or in connection with:
- The refusal, cancellation, withdrawal, suspension, revocation, or expiration of any visa, permit, residency, citizenship, admission, sponsorship, licence, or other application
- Changes to immigration laws, regulations, government policies, operational instructions, processing priorities, eligibility criteria, occupation lists, quotas, invitation rounds, or administrative practices
- Decisions, acts, omissions, delays, or requirements of any government authority, immigration department, embassy, consulate, educational institution, employer, licensing authority, professional assessing body, or other Third-Party Provider
- Delays in processing, administrative backlogs, requests for additional information, security checks, medical examinations, background verifications, or document verification procedures
- The Client's failure to provide accurate, complete, timely, or truthful information or documentation
- Any act, omission, negligence, fraud, misrepresentation, or default by the Client or any third party
- Financial loss, travel expenses, accommodation costs, tuition fees, relocation expenses, business interruption, loss of income, loss of employment, loss of opportunity, reputational harm, or any other economic loss
- Currency fluctuations, taxation, exchange rate movements, banking delays, or payment processing issues or
- Any event beyond PRWALE's reasonable control, including those described elsewhere in these Terms.
Except to the extent liability cannot lawfully be excluded under applicable law, PRWALE shall not be liable for any indirect, incidental, special, exemplary, punitive, or consequential damages, including loss of profits, anticipated savings, business opportunities, goodwill, or future economic advantage, whether arising in contract, tort (including negligence), statute, equity, or otherwise.
The Client acknowledges that immigration, education, employment, and international mobility matters involve inherent uncertainty and are dependent upon decisions made by independent authorities and third parties over whom PRWALE has no authority or control. The Client further acknowledges that PRWALE's role is limited to the provision of professional consultancy and administrative support services and does not include guaranteeing any particular outcome.
Where liability cannot be excluded by applicable law, PRWALE's aggregate liability arising out of or in connection with the Services shall be limited to the total professional fees actually paid by the Client to PRWALE for the specific Services giving rise to the claim.
Nothing in these Terms shall exclude or limit any liability that cannot lawfully be excluded or limited under the applicable laws governing this Agreement.
15. RIGHT TO DECLINE, SUSPEND, OR TERMINATE SERVICES
- PRWALE reserves the absolute right, at its sole and reasonable discretion, to decline, suspend, discontinue, or terminate any consultation, engagement, application, or professional service at any time, with or without prior notice, where PRWALE reasonably believes that continuing the engagement would be unlawful, unethical, professionally inappropriate, or would expose PRWALE to legal, regulatory, financial, or reputational risk.
- Without limiting the generality of the foregoing, PRWALE may exercise its rights under this Clause where:
- Fraud, forgery, misrepresentation, deception, or any unlawful activity is suspected or identified
- False, misleading, incomplete, or inaccurate information or documentation has been provided
- The Client fails to comply with these Terms, any Service Agreement, or lawful instructions issued by PRWALE
- The Client refuses or fails to provide requested documents, information, or instructions within the required timeframes
- The Client engages in abusive, threatening, discriminatory, harassing, or inappropriate conduct towards PRWALE's directors, employees, consultants, representatives, or business partners
- A conflict of interest or legal, ethical, regulatory, or professional concern arises that prevents PRWALE from continuing the engagement
- Continuing the engagement would expose PRWALE or its personnel to unreasonable legal, commercial, financial, operational, or reputational risk or
- PRWALE is otherwise required or permitted to cease acting under applicable law or professional obligations.
- Upon suspension or termination of the engagement, PRWALE may immediately cease all work, decline to prepare or submit any application, close the Client's file, and discontinue further Services without incurring any liability to the Client.
- Termination of the engagement shall not affect the Client's obligation to pay all professional fees, disbursements, government charges, and any other amounts accrued or earned prior to the effective date of suspension or termination. Except where otherwise required by applicable law or expressly agreed in writing, professional fees earned for Services already performed shall remain non-refundable.
- The Client acknowledges and agrees that PRWALE shall not be liable for any loss, delay, refusal, cancellation, financial loss, missed opportunity, or other adverse consequence arising from the lawful exercise of its rights under this Clause.
16. INTELLECTUAL PROPERTY RIGHTS
All intellectual property rights, whether registered or unregistered, including copyrights, trademarks, trade names, logos, service marks, branding, goodwill, domain names, databases, software, assessment reports, eligibility evaluations, templates, checklists, forms, standard operating procedures, business methodologies, immigration strategies, training materials, educational content, presentations, graphics, website content, marketing materials, proprietary processes, manuals, documents, and all other materials developed, created, owned, or licensed by PRWALE (collectively, the "Intellectual Property") shall remain the sole and exclusive property of PRWALE or its respective licensors.
Nothing contained in these Terms or any Service Agreement shall operate to assign, transfer, licence, or otherwise convey any ownership or proprietary interest in the Intellectual Property to the Client, except for the limited, non-exclusive, non-transferable, and revocable right to use documents or materials specifically prepared by PRWALE solely for the Client's personal, lawful, and intended purpose in connection with the Services.
Except with the prior written consent of PRWALE, the Client shall not, directly or indirectly:
- Copy, reproduce, modify, adapt, translate, or create derivative works from the Intellectual Property
- Publish, distribute, transmit, disclose, display, upload, or make the Intellectual Property available to any third party
- Sell, licence, sublicense, assign, rent, lease, commercially exploit, or otherwise use the Intellectual Property for any commercial purpose
- Remove, alter, or obscure any copyright, trademark, proprietary notice, or other intellectual property designation or
- • Reverse engineer, decompile, extract, replicate, or otherwise attempt to reproduce PRWALE's proprietary methodologies, templates, systems, or business processes.
The Client acknowledges that any unauthorised use, reproduction, disclosure, distribution, or commercial exploitation of the Intellectual Property may cause irreparable harm to PRWALE for which monetary damages alone may be an inadequate remedy. Accordingly, PRWALE shall be entitled to seek all remedies available under applicable law, including injunctive relief, specific performance, damages, recovery of legal costs, and any other equitable or statutory remedy, without prejudice to any other rights or remedies available.
The obligations contained in this Clause shall survive the completion, suspension, or termination of the engagement.
17. FORCE MAJEURE
PRWALE shall not be liable for any delay, interruption, suspension, failure, or inability to perform any of its obligations under these Terms or any Service Agreement where such delay or non-performance results, directly or indirectly, from any event or circumstance beyond PRWALE's reasonable control (each, a "Force Majeure Event").
Force Majeure Events include, without limitation:
- Acts of God, natural disasters, earthquakes, floods, storms, fires, epidemics, pandemics, or public health emergencies
- War, invasion, armed conflict, terrorism, civil unrest, riots, strikes, labour disputes, lockouts, or civil commotion
- Government actions, changes in law, sanctions, embargoes, border closures, travel restrictions, visa suspensions, or actions of any governmental or regulatory authority
- Cyberattacks, ransomware incidents, hacking, data breaches, internet outages, telecommunications failures, power failures, or failures of information technology systems
- Failures, delays, or interruptions caused by courier services, postal services, transportation providers, financial institutions, or other Third-Party Providers
- Industrial disputes, shortages of labour, materials, utilities, or essential services; or
- Any other event or circumstance beyond the reasonable control of PRWALE that materially affects its ability to perform the Services.
During the continuance of a Force Majeure Event, PRWALE's obligations affected by the Force Majeure Event shall be suspended for the duration of the event and for such additional period as may reasonably be required to resume normal operations.
The Client acknowledges and agrees that any delay or inability to perform arising from a Force Majeure Event shall not constitute a breach of these Terms, negligence, or default by PRWALE and shall not entitle the Client to terminate the engagement, claim damages, seek compensation, or demand a refund of professional fees already earned, except where otherwise required by applicable law.
PRWALE shall use commercially reasonable efforts to resume the provision of the Services as soon as reasonably practicable following the cessation of the Force Majeure Event.
Nothing in this Clause shall excuse the Client from fulfilling any payment obligations that accrued prior to the occurrence of the Force Majeure Event, unless otherwise required by applicable law.
18. GOVERNING LAW AND JURISDICTION
These Terms, together with any applicable Service Agreement, Proposal, or other written agreement between PRWALE and the Client, constitute a legally binding contract and shall be governed by and construed in accordance with the laws of the jurisdiction in which PRWALE maintains its principal place of business, unless otherwise expressly agreed in writing or where mandatory provisions of applicable law require otherwise.
The Client irrevocably agrees that the courts and other competent tribunals of such jurisdiction shall have exclusive jurisdiction to hear and determine any dispute, claim, controversy, or proceeding arising out of or in connection with these Terms, the Services provided by PRWALE, or any related contractual or non-contractual obligation, except where exclusive jurisdiction cannot lawfully be conferred under applicable law.
Before commencing any legal proceedings, the Parties shall use reasonable efforts to resolve any dispute through good-faith discussions and negotiations. If the dispute cannot be resolved within a reasonable period, either Party may commence proceedings before the courts of the applicable jurisdiction.
Nothing in these Terms shall prevent PRWALE from seeking interim, injunctive, equitable, or protective relief in any court of competent jurisdiction where such relief is necessary to protect its legal rights, confidential information, intellectual property, or other legitimate business interests.
If any provision of this Clause is held to be invalid or unenforceable under applicable law, the remaining provisions shall continue in full force and effect to the maximum extent permitted by law.
19. ENTIRE AGREEMENT
These Terms, together with any applicable Service Agreement, Proposal, Engagement Letter, Fee Schedule, written quotation, or any other document expressly incorporated by reference (collectively, the "Agreement"), constitute the entire agreement between PRWALE and the Client with respect to the Services and supersede all prior negotiations, discussions, representations, proposals, correspondence, understandings, agreements, and communications, whether oral or written, relating to the same subject matter.
The Client acknowledges and agrees that, in entering into this Agreement, the Client has not relied upon any statement, promise, representation, warranty, assurance, estimate, opinion, forecast, marketing material, advertisement, website content, social media content, brochure, verbal discussion, or other communication made by or on behalf of PRWALE, except as expressly set out in this Agreement or in another written document executed by an authorised representative of PRWALE.
No oral statement, consultation, estimate, opinion, email, text message, social media communication, promotional material, or informal discussion shall create any legally binding obligation, guarantee, warranty, representation, or contractual commitment unless expressly incorporated into a written agreement signed or otherwise authorised in writing by PRWALE.
No amendment, modification, variation, waiver, or addition to this Agreement shall be valid or binding unless made in writing and signed or otherwise expressly authorised by PRWALE and, where applicable, acknowledged by the Client. The failure or delay by PRWALE to exercise any right, remedy, or provision under this Agreement shall not constitute a waiver of that right or remedy, nor shall any partial exercise prevent any subsequent or further exercise of the same or any other right.
If any provision of this Agreement is held by a court or competent authority to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect to the fullest extent permitted by applicable law.
The provisions of this Agreement which, by their nature, are intended to survive completion or termination of the engagement, including but not limited to those relating to confidentiality, intellectual property, payment obligations, limitation of liability, dispute resolution, and governing law, shall continue in full force and effect notwithstanding the completion or termination of the Services.
20. DEFINITIONS AND INTERPRETATION
For the purposes of these Terms:
- "Agreement" means these General Terms & Conditions together with any Service Agreement, Proposal, Engagement Letter, Fee Schedule, quotation, or other document expressly incorporated by reference.
- "Client" means any individual, company, partnership, organisation, or other legal entity engaging PRWALE.
- "PRWALE" means PRWALE, its owners, directors, partners, employees, consultants, representatives, successors, and permitted assigns.
- "Services" means all consultancy, advisory, immigration, education, documentation, application, administrative, and related professional services provided by PRWALE.
- "Third-Party Provider" means any government authority, immigration department, embassy, educational institution, employer, assessing authority, translator, courier, medical practitioner, testing organisation, insurer, or any independent service provider.
Headings are for convenience only and shall not affect the interpretation of these Terms. Words importing the singular include the plural and vice versa.
21. ELECTRONIC COMMUNICATIONS AND DIGITAL SIGNATURES
The Client agrees that communications transmitted by email, electronic messaging platforms, client portals, or other electronic means shall constitute valid communications for all purposes relating to the engagement.
Electronic signatures, scanned signatures, digital approvals, email confirmations, online acceptances, and click-through acceptances shall have the same legal force and effect as original handwritten signatures to the fullest extent permitted by applicable law.
22. PRIVACY AND DATA PROTECTION
PRWALE shall collect, use, process, store, retain, and disclose the Client's personal information solely for the purposes of providing the Services, complying with legal and regulatory obligations, maintaining business records, and protecting its legitimate business interests.
The Client expressly consents to such collection, processing, storage, transfer, and disclosure of personal information in accordance with PRWALE's Privacy Policy and applicable data protection laws.
23. ANTI-MONEY LAUNDERING AND REGULATORY COMPLIANCE
PRWALE reserves the right to conduct identity verification, source-of-funds verification, client due diligence, sanctions screening, and any other compliance procedures reasonably required under applicable law or professional obligations.
Where PRWALE reasonably suspects money laundering, terrorist financing, fraud, identity theft, sanctions violations, or any other unlawful activity, PRWALE may suspend or terminate the engagement and take such action as may be required or permitted by applicable law.
24. SEVERABILITY
If any provision of these Terms is determined by a court or competent authority to be invalid, illegal, or unenforceable, such provision shall be deemed modified or severed to the minimum extent necessary, and the remaining provisions shall remain valid, enforceable, and in full force and effect.
25. WAIVER
No failure, delay, or omission by PRWALE in exercising any right, remedy, or power under these Terms shall constitute a waiver of that right, remedy, or power. Any waiver shall be effective only if made expressly in writing by an authorised representative of PRWALE.
26. ASSIGNMENT
The Client shall not assign, transfer, delegate, subcontract, or otherwise dispose of any rights or obligations under these Terms without the prior written consent of PRWALE.
PRWALE may assign, novate, subcontract, or transfer any of its rights or obligations to any affiliated entity, successor, or authorised service provider, provided that such assignment does not materially prejudice the Client's rights.
27. RELATIONSHIP OF THE PARTIES
Nothing contained in these Terms shall be construed as creating any partnership, joint venture, agency, employment relationship, fiduciary relationship, or other legal association between PRWALE and the Client beyond that of an independent professional service provider and its client.
28. RECORD RETENTION
PRWALE may retain Client files, correspondence, electronic records, and supporting documentation for such period as it considers appropriate or as required by applicable law, after which such records may be securely archived or destroyed without further notice to the Client.
29. LANGUAGE
These Terms have been prepared in the English language. In the event these Terms are translated into another language, the English version shall prevail to the extent permitted by applicable law in the event of any inconsistency or conflict.
30. EXECUTION IN COUNTERPARTS
This Agreement may be executed in one or more counterparts, including by electronic signature, scanned copy, or digital acceptance, each of which shall constitute an original, and all of which together shall constitute one and the same legally binding agreement.
CLIENT DECLARATION, ACKNOWLEDGEMENT, AND ACCEPTANCE
By signing below, the Client hereby represents, warrants, acknowledges, and agrees that:
- I have carefully read, understood, and voluntarily accepted these General Terms & Conditions of Engagement and any applicable Service Agreement executed with PRWALE.
- I have been provided with sufficient opportunity to ask questions, obtain clarification, and seek independent legal or professional advice before entering into this Agreement.
- I understand that PRWALE provides professional immigration consultancy and administrative support services only and does not guarantee the approval of any visa, permit, permanent residency, citizenship, admission, employment, sponsorship, scholarship, licence, or any other immigration or governmental outcome.
- I acknowledge that all decisions relating to my application are made exclusively by the relevant government authorities, educational institutions, employers, licensing authorities, or other competent third parties.
- I warrant that all information, documents, declarations, statements, and evidence supplied by me are true, accurate, complete, genuine, and not misleading in any respect.
- I understand that the submission of false, forged, altered, misleading, incomplete, or fraudulent information or documentation may result in refusal, cancellation, inadmissibility, legal proceedings, civil or criminal penalties, or any other action by the relevant authorities, and may result in the immediate termination of PRWALE's Services.
- I understand that immigration laws, government policies, eligibility criteria, processing times, and application requirements may change at any time and that such changes are beyond PRWALE's control.
- I acknowledge that professional fees paid to PRWALE are payable for professional services rendered and do not constitute payment for a guaranteed immigration outcome, subject to the refund terms expressly agreed in writing or otherwise required by applicable law.
- I consent to PRWALE collecting, using, storing, processing, and disclosing my personal information and documents as reasonably necessary to provide the Services and to comply with its legal and professional obligations.
- I agree to be legally bound by these Terms & Conditions and acknowledge that this Declaration forms an integral and binding part of the Agreement between PRWALE and me.