TERMS AND CONDITIONS

Awa Business School Associates

1.     Associate Agreement

1.1.  This associate agreement is entered into by and between Awa Business School (the ‘School’) and you (the ‘Associate’).

1.2.  In submitting your application to become an Associate of School you agree to this Associate Agreement. This Associate agreement is entered into as of the date when we agree to accept you as an Associate; (the ‘Effective Date’).

1.3.  The School and Associate shall collectively hereafter be referred to as the ‘parties’ or individually as a ‘party’.

2.     Background

2.1.  The School carries on the business of providing education services;

2.2.  The School intends that the Associate will recruit students to the School;

2.3.  The School and the Associate wish to enter into this agreement pursuant to which the Associate shall refer prospective Students (the ‘Student’) to the School on the terms of this agreement,

2.4.  All costs and expenses for these activities incurred by either the Associate or School will be the sole and exclusive obligation of the respective party, unless otherwise explicitly agreed to in writing by both parties, and

2.5.  NOW, THEREFORE, in consideration of the promises and the mutual representations, and agreements hereinafter set forth, the Parties hereto, intending to be legally bound, do hereby agree as follows:

3.     Agreed Terms   

3.1.  Payments and other charges

3.1.1.    In exchange for the successful recruitment of the Student to the School by the Associate, the School will pay the Associate a commission in accordance with Schedule 1 of this Agreement.

3.1.2.    Commission will be paid only on receipt by the School of an official invoice from the Associate.

3.1.3.    Commission payments will be paid once the Student has fully enrolled and paid all fees.

3.1.4.    Associate agrees to not market or otherwise communicate any information relating to the Student to any third party for a period of 120 days or until the School decides to not pursue the Student application further.

3.1.5.    The School will pay any United Kingdom (UK) originating bank charges incurred in remitting commission payments to the Associate but will not be liable for any further bank charges that may be incurred locally by the Associate.

3.1.6.    Associate would represent and ensure compliance with all relevant legal and regulatory requirements necessary to accept contingent commission.

4.     Applications to Academic Courses

4.1.  Applications for courses can be made via the website (see www.awabusiness.school).

4.2.  To be registered for commission payment,

4.2.1.     All online applications must be completed with reference to the Associate. Alternatively,

4.2.2.    The School would accept direct applications via email complete with reference to the Associate.

4.3.  The School will not pay commission to the Associate unless:

4.3.1.    The application form has been submitted with reference to the Associate, and its details have been included in the application at the point of submission to the School, or

4.3.2.    A signed, dated letter of authorisation has been received from the Student prior to the issuing of an offer, confirming that they wish their application to be processed by the Associate.

4.4 Under no circumstances will the School agree to allocate an application to the Associate where an offer letter has already been issued to the Student.

5.     Associate’s Obligations

5.1.  The Associate undertakes to the School that it will not at any time:

5.1.1.    Except as provided by this agreement, issue or cause to be issued any regulation restricted promotion or advertisement (in whatever format) that refers to the School or its business;

5.1.2.    Assist a Referral, in any way that breaches applicable regulations whatsoever, with their application process with the School;

5.1.3.    Issue, publish or distribute any advertisement, market research report or other sales or promotional literature or material (in whatever form), on the Website or otherwise, utilising or making reference to the name or services offered by the School, without the School’s prior written consent;

5.1.4.    Respond on behalf of the School to any enquiries or requests for information relating to the School;

5.1.5.    Amend, update, supplement or change all or any part of the Marketing Materials without the prior written consent of the School, or use the Marketing Materials for any purpose otherwise than in accordance with this agreement;

5.1.6.    Establish icons or web links to the School’s website pages from any website other than the Website without the School’s prior written consent; or

5.1.7.    Hold itself out as a representative, agent or (if the Associate is an individual) an employee, consultant or contractor of the School.

5.2.  Upon request, the Associate will promptly provide the School with all information and access to the extent the School is required to satisfy itself of any Regulation or to comply with any request or direction from any relevant Governmental Authority.

6.     Marketing Materials license and Intellectual Property Rights

6.1.  The School hereby grants to the Associate, for the duration of this agreement, a limited, nontransferable, nonexclusive and royalty free license to use the School’s Marketing Materials for the sole purpose of complying with the Associate’s obligations under this agreement.

6.2.  The Associate acknowledges and agrees that:

6.2.1.    The Intellectual Property Rights in the Marketing Materials are, and shall remain, the property of the School; nothing in this agreement shall convey to the Associate any rights of ownership in the Marketing Materials; and it will not take any action, or inaction, that would impair the value of, or goodwill associated with, the Marketing Materials.

6.2.2.    Nothing in this agreement shall convey to the Associate any rights of ownership in the Marketing Materials; and

6.2.3.    It will not take any action, or inaction, that would impair the value of, or goodwill associated with, the Marketing Materials.

7.     Representations and warranties

7.1.  The Associate represents and warrants to the School that:

7.1.1.    It does not and will not conduct any activities which are or may be in breach of Regulations including, without limitation, regulation restricted promotion or advertisement (in whatever format);

7.1.2.    It will not brand any service and/or product of the School in its name or joint name with the School;

7.1.3.    It does not and will not negotiate special rates for its readers or viewers if they apply to and study at the School;

7.1.4.    It is not aware of anything which will, or might reasonably be expected to, prevent or impair it from performing all its obligations under this agreement, in the manner and at the times contemplated by this agreement;

7.1.5.    Neither Associate, nor any of its Related Parties are or have been the subject of any disciplinary proceeding, claim, cause of action, demand, inquiry, litigation, investigation, audit or any similar proceeding by or before any relevant Governmental Authority (each, an “Action”), nor is any such Action threatened against the Associate, nor any of its Related Parties. Neither Associate, nor any of its Related Parties are subject to any outstanding orders, writs, judgments, directives, injunctions, decrees or written determinations of any relevant Governmental Authority; and

7.1.6.    Neither Associate nor any of its Related Parties is a person that is, or is owned or controlled by a person that is:

7.1.6.1.    The subject of any sanctions administered or enforced by the Government of the United Kingdom, or other relevant sanctions authority (collectively, “Sanctions”), or

7.1.6.2.    Located, organized or resident in a country or territory that is the subject of Sanctions.

7.2.  The parties each warrant and represent for themselves that:

7.2.1.    (If the Associate is a company) it is duly organized and validly exists under the applicable laws of the jurisdiction of its organisation; and this agreement has been duly executed by it and constitutes binding obligations on its part, enforceable against it in accordance with its terms.

7.2.2.    This agreement has been duly executed by it and constitutes binding obligations on its part, enforceable against it in accordance with its terms.

8.     Limitation of liability

8.1.  Subject to clause 8.2 below, The School shall not in any circumstances have any liability for any losses, damages, charges or expenses which may be suffered by the Associate (or any person claiming under or through the Associate) for any matter arising out of or in relation to this agreement, whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort (including negligence) or otherwise howsoever, including loss of profits, loss of business opportunity, special damage (even if the School was aware of the circumstances in which such special damage could arise) or loss or corruption of data.

8.2.  Nothing in this agreement shall exclude or limit each party’s liability for: (i) fraud or fraudulent misrepresentation; (ii) death or personal injury caused by that party’s negligence; or (iii) any liability which cannot be excluded by applicable law.

9.     Indemnity

9.1.    The Associate agrees to indemnify and keep indemnified and hold the School, its directors, shareholders, officers, employees, agents, subsidiaries, holding company or a subsidiary of its holding company (each, an “Indemnified Party”) harmless from and against any and all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) that the School or an Indemnified Party may suffer or incur arising out of or in connection with (i) any act or omission of the Associate; (ii) any breach by the Associate of its obligations under this agreement; (iii) any inaccuracy or misrepresentation in, or breach of, any of the representations or warranties made by the Associate under the agreement; or (iv) any fraud, negligence, willful misconduct or willful default in connection with the performance of the Associate’s obligations under this agreement.

10.  Term and Termination

10.1. This agreement will come into effect on the Effective Date and will continue in full force and effect until terminated in accordance with this clause 10.

10.2.    The School may terminate this agreement at any time by giving seven (7) Business Days’ written notice to the Associate, and this agreement shall be terminated at 5pm on the date of the expiry of that notice period.

10.3.    The Associate may terminate this agreement at any time by giving thirty (30) Business Days’ written notice to The School and this agreement shall be terminated at 5pm on the date of the expiry of that notice period.

10.4.    The School may terminate this agreement with immediate effect by notice in writing:

10.4.1.    In the event of any Governmental Authority investigation or proceedings which, in the reasonable opinion of the School, has a material adverse effect on the reputation of the School; or

10.4.2.    The continuance of this Agreement would mean that the School and/or the Associate would be in breach or contravention of any of the Regulations.

10.5. Either party may terminate this agreement with immediate effect by notice in writing if:

10.5.1.    The other party commits a material breach of any term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of fourteen (14) days after being notified in writing to do so; or

10.5.2.    If liquidation, bankruptcy or similar proceedings relating to insolvency are filed or initiated by or against the other party.

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

10.7.    Termination of this agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination.

10.8.    On termination:

10.8.1.    All rights granted to the Associate under this agreement will cease;

10.8.2.    The Associate shall immediately:

10.8.2.1.      Cease student recruitment;

10.8.2.2.     Remove and cease using the Marketing Materials, including on the Website; and

10.8.2.3.     The Associate shall immediately return any and all Marketing Materials to the School.

11.  Confidential Information and Publicity

11.1.    Each party shall, during the term of this agreement and thereafter, keep confidential, and shall not use for its own purposes (other than implementation of this agreement) nor without the prior written consent of the other disclose to any third party (except its professional advisors or as may be required by any law or any legal or Governmental Authority) any and all information of a confidential nature (including trade secrets and information of commercial value) which may become known to such party from the other party and which relates to the other party, unless that information is public knowledge or already known to such party at the time of disclosure, or subsequently becomes public knowledge other than by breach of this agreement, or subsequently comes lawfully into the possession of such party from a third party. Each party shall use its reasonable endeavours to prevent the unauthorised disclosure of any such information.

11.2.    No party shall make, or permit any person to make, any public announcement concerning this agreement without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed), except as required by law, any Governmental Authority, any court or other authority of competent jurisdiction.

11.3.    The obligations under this clause 11 will survive termination of this agreement.

11.4.    If applicable, the Mutual Non-Disclosure Agreement entered into by both parties, prior to the date of this agreement, shall terminate at the Effective Date of this agreement.

12.  Notices

12.1.    Any notice given to a party under or in connection with this agreement shall be in writing and shall be:

12.1.1. Sent by email to the email address provided by the other party from time to time; or

12.1.2. Delivered by hand or by post or other delivery service at its registered office or its principal place of business. 

12.2. Any notice shall be deemed to have been received:

12.2.1. If sent by email, at the time of transmission.

12.2.2. If delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address;

12.2.3. If sent by post or other delivery service, at the time recorded by the delivery service.

12.3.  This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

13.     General

13.1       This agreement constitutes the entire agreement between the parties and no earlier representation or agreement relating to any matter dealt with in this agreement whether written, oral or implied will have any force or effect from the Effective Date.

13.2       This agreement does not constitute an exclusive agreement between the parties and nothing in this agreement shall preclude either party from committing to similar relationships with other persons.

13.3.      Nothing in this agreement is intended to, or shall be deemed to, establish any partnership, joint venture or employer/employee relationship between the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.

13.4.      Neither party will be liable to the other for any breach or failure to perform any of its obligations under this agreement where such breach is caused by any cause beyond that party’s reasonable control (“Force Majeure Event”) provided that the affected party uses its best endeavours to mitigate the Force Majeure Event. If the Force Majeure Event continues for more than ten (10) days, the party not suffering the Force Majeure Event may terminate this agreement immediately.

13.5.      No delay, grant of time, release, compromise, forbearance (whether partial or otherwise) or other indulgence by either party in respect of any breach of the other party’s obligations under this agreement is to operate as a waiver of or prevent the subsequent enforcement of that obligation or be deemed a delay, grant of time, release, compromise, forbearance (whether partial or otherwise) or other indulgence in respect of, or a waiver of, any subsequent or other breach.

13.6.      The School may assign any or all its rights under this agreement.

13.7.      The Associate may not assign any or all its rights under this agreement without the prior written consent of the School.

13.8.      The Associate’s indemnification obligation will survive the termination of this agreement by either party for any reason.

13.9.      Each party will sign all documents and do all things reasonably required by the other party to give effect to the terms and intentions of this agreement.

13.9.1.     If any provision of this agreement is invalid or unenforceable, the provision shall be severed from the remainder of this agreement and shall not render the remainder invalid or unenforceable.

13.10.   A person who is not a party to this agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement, but this does not affect any right or remedy of a third party which exists, or is available, apart from that Act.

13.11.   The School may, in its sole discretion, make any amendment(s) to this agreement upon thirty (30) days written notice to the Associate. Any such amendment(s) will apply and be binding on the Associate on and from the effective date specified in that notice.

13.12.   Amendments to this agreement will not be valid and binding unless they are expressly agreed to by the School in writing.

13.13.   This agreement may be executed in two or more counterparts each of which will be deemed to be an original, but all of which when taken together will constitute one and the same instrument.

13.14.   This agreement is subject to the laws of England (English Law) and the parties irrevocably agree to submit to the exclusive jurisdiction of the courts in England over any claim, dispute or matter arising under or in connection with this agreement.

14.     Schedule 1

14.3.      Where a student recruited by the Associate enrols onto a course and/or programme at the School, the School will pay 10% of the tuition fee paid by the student in their first year of study to the Associate.

14.4.      Where the course and/or programme is less than one year, the Associate will be paid after the student completes the course and/or programme.

14.5.      The Associate shall invoice the School either one calendar year after the student: first enrols or completes the course (or programme) in order to ensure the correct financial information is captured.