Agent Referral Agreement

This Agent Referral Agreement ("Referral Agreement") is entered into between LOPEX UNICONS LTD (trading as UNICONS), registered office at 214 High Street, Second Floor, Hounslow, TW3 1HB, London, United Kingdom ("UNICONS"), and the Agent whose details are registered on the UNICONS Platform ("Agent").

This Referral Agreement must be read alongside the Agent Registration Agreement, the Agent Code of Conduct, and the Agent Confidentiality and Data Processing Agreement (together the "Agent Agreement Suite"). In the event of conflict between this Referral Agreement and any other document in the Agent Agreement Suite in relation to commission and payment matters, this Referral Agreement shall prevail.

In this Referral Agreement:

• "Commission" means the fee payable by UNICONS to the Agent in respect of an Eligible Referral that results in an Enrolled Student, calculated in accordance with the applicable Commission Schedule.
• "Commission Schedule" means the schedule of commission rates published to the Agent via the Agent Portal from time to time, which forms part of this Referral Agreement by incorporation.
• "Enrolled Student" means a Referred Student who has accepted an unconditional offer of admission from a Partner Institution, has been issued a valid Confirmation of Acceptance for Studies (CAS) or equivalent enrolment confirmation, and has paid the first instalment of tuition fees to the Partner Institution.
• "Eligible Referral" means a referral that satisfies all criteria set out in clause 4 of this Referral Agreement.
• "Referral Code" means the unique alphanumeric identifier assigned to the Agent upon approval on the Platform.
• "Referral Link" means the tracking URL generated by the Platform that incorporates the Agent's Referral Code.
• "Cooling-Off Period" means the period of ninety (90) calendar days from the date a Prospective Student is first registered in the Platform under a given agent's Referral Code, during which that agent retains priority ownership of the referral.

2.1 Referral Methods. An Agent may submit referrals to UNICONS through one or more of the following methods:

(a) directing a Prospective Student to use the Agent's Referral Link when creating their student account on the Platform;

(b) manually submitting a student's details via the Agent Portal's referral submission form, including the student's full name, email address, nationality, and intended programme of study;

(c) using the UNICONS-provided referral QR code or embed widget, where available.

2.2 Referral Code Registration. Each Agent is assigned a unique Referral Code upon approval. The Referral Code must not be shared with other agents or third parties not authorised under clause 5.6 of the Agent Registration Agreement. UNICONS tracks all referrals by linking each Prospective Student account to the Referral Code or Referral Link through which the initial registration was completed.

2.3 Referral Confirmation. Upon successful registration of a referral in the Agent Portal, the Agent shall receive an automated confirmation notification. The Agent is responsible for verifying the accuracy of referral records displayed in the Agent Portal and for notifying UNICONS within five (5) business days of any discrepancy.

2.4 Direct vs. Portal Submissions. Where a Partner Institution notifies UNICONS of a student claiming to have been referred by the Agent through a channel not captured by the Platform's automated tracking, UNICONS shall use reasonable endeavours to verify the claim and, if verified, treat it as a valid referral. UNICONS' determination in such cases shall be final, subject to the dispute resolution procedure in clause 7.

2.5 Accuracy of Referral Data. The Agent warrants that all information submitted in connection with a referral is accurate and has been provided by or with the informed consent of the Prospective Student. The Agent shall not submit referrals on behalf of students who have not given their explicit consent to have their personal data shared with UNICONS and the relevant Partner Institution.

3.1 First-Touch Attribution. UNICONS operates a first-touch attribution model. The Agent that first successfully registers a Prospective Student's account or submits a valid referral record in the Platform for a given student shall be deemed the referring agent for that student, subject to the provisions of this clause 3.

3.2 Cooling-Off Period. During the Cooling-Off Period of ninety (90) calendar days from the date of first registration:

(a) the Prospective Student shall be attributed exclusively to the first-touch Agent for all applications submitted through the Platform;

(b) no subsequent agent submission for the same student shall override the first-touch attribution, regardless of the channel through which the subsequent agent claims to have introduced the student.

3.3 Expiry of Cooling-Off Period. If, after the expiry of the Cooling-Off Period, the Prospective Student has not submitted any application through the Platform, the student record shall be released and may be validly claimed by another agent upon a fresh submission. The original Agent's priority ownership shall cease at midnight on the ninety-first (91st) calendar day following first registration.

3.4 Partner Institution Direct Contact. Where a Prospective Student contacts a Partner Institution directly (without the involvement of any Agent) and later presents an Agent's Referral Code, UNICONS shall determine attribution on the basis of documented evidence of the agent's material involvement in the student's decision to apply. UNICONS' determination shall be made in good faith and shall be final, subject to clause 7.

3.5 Attribution Disputes. Where two or more Agents claim attribution for the same student, UNICONS shall apply the first-touch attribution rule and provide each claimant with a written explanation of its determination within fifteen (15) business days of receiving the dispute notification. The non-prevailing agent shall not be entitled to any commission in respect of that student.

4.1 Eligibility Requirements. Commission shall be payable in respect of a referral only where all of the following conditions are satisfied:

(a) Valid Referral: the student has been registered as the Agent's referral in the Platform in accordance with clause 2, and the referral has not been superseded under the attribution rules in clause 3;

(b) Genuine Application: the student has submitted a complete and genuine application to a Partner Institution through the Platform, containing no material misrepresentation or fabricated documentation;

(c) Unconditional Offer: the Partner Institution has issued an unconditional offer of admission to the student;

(d) CAS Issuance: the Partner Institution has issued a valid Confirmation of Acceptance for Studies (CAS) or equivalent enrolment documentation to the student;

(e) Tuition Fee Payment: the student has paid to the Partner Institution a minimum of one full semester's or term's tuition fees (as applicable to the course structure), or such other minimum payment threshold as is specified in the Commission Schedule for the relevant institution and programme;

(f) Agent Good Standing: at the time commission becomes payable, the Agent is not in material breach of this Referral Agreement, the Agent Registration Agreement, or the Agent Code of Conduct, and has not been suspended or terminated.

4.2 Non-Eligible Referrals. No commission shall be payable where:

(a) the student has been referred by the Agent in breach of the Agent Registration Agreement or Agent Code of Conduct;

(b) the Agent has charged the student any fee in connection with the referral or application;

(c) the student's application has been withdrawn, rejected, or cancelled before the conditions in clause 4.1 are met;

(d) UNICONS has received notice from the Partner Institution that the student was independently known to the institution prior to the Agent's involvement;

(e) UNICONS has reasonable grounds to believe the referral was generated by fraudulent means.

5.1 Commission Schedule. Commission rates are set out in the Commission Schedule published in the Agent Portal. Rates may vary by Partner Institution, programme type, level of study, and intake period. UNICONS reserves the right to update the Commission Schedule with not less than thirty (30) days' advance written notice to the Agent. The Commission Schedule applicable at the date the student's enrolment is confirmed shall govern the commission payable for that referral.

5.2 Currency. Unless otherwise specified in the Commission Schedule, all commissions are denominated and payable in Pounds Sterling (GBP). Where the Agent has requested payment in an alternative currency, conversion shall be applied at the mid-market exchange rate prevailing on the date UNICONS processes the payment, with any exchange costs borne by the Agent.

5.3 Payment Timeline. Subject to clause 5.4, UNICONS shall process commission payments:

(a) within forty-five (45) calendar days of UNICONS receiving confirmation from the Partner Institution that the Enrolled Student has paid the qualifying tuition fee instalment; and

(b) receipt of a valid invoice from the Agent in accordance with clause 5.5.

5.4 Verification Period. UNICONS reserves the right to withhold payment of any commission for an additional period of up to thirty (30) calendar days where:

(a) UNICONS is conducting a verification of the referral's eligibility;

(b) UNICONS is awaiting confirmation of fee payment from the Partner Institution;

(c) the Agent is subject to a compliance review or investigation.

5.5 Invoicing Requirements. To receive commission, the Agent must submit a valid invoice to UNICONS via the Agent Portal or to the email address specified in the Commission Schedule. The invoice must include:

(a) the Agent's full legal name and registered address;

(b) the Agent's tax registration number (VAT number or equivalent), where applicable;

(c) the student reference number(s) and the Partner Institution(s) to which the commission relates;

(d) the commission amount(s) calculated in accordance with the Commission Schedule;

(e) the Agent's bank account details for payment.

UNICONS shall not be obliged to make payment against an invoice that does not comply with these requirements. Invoices must be submitted within ninety (90) calendar days of the commission becoming eligible; invoices submitted after this period may be declined at UNICONS' sole discretion.

5.6 Payment Method. Commission shall be paid by bank transfer to the account specified in the Agent's invoice. UNICONS shall not make payment by cash, cryptocurrency, gift card, or any method other than bank transfer unless expressly agreed in writing.

6.1 Grounds for Clawback. UNICONS may require the Agent to repay all or part of any commission already paid ("Clawback") in the following circumstances:

(a) Early Withdrawal: the Enrolled Student formally withdraws from their programme within sixty (60) calendar days of their course commencement date, other than due to circumstances wholly beyond the student's control (including but not limited to serious medical incapacity or a partner institution's closure);

(b) Visa Refusal Post-Payment: the student's visa application is refused or curtailed due to false information provided in the student's application and the Partner Institution subsequently refunds all or part of the tuition fees paid;

(c) Fraudulent Referral: it is established by UNICONS or an appropriate authority that the referral was generated by fraud, misrepresentation, or fabricated documentation;

(d) Agent Breach: the commission was paid in error because the Agent failed to meet the eligibility conditions in clause 4.1 at the time of payment;

(e) Deregistration or Exclusion: the Partner Institution deregisters the student from its records and issues a full or partial tuition fee refund within the period specified in the Commission Schedule.

6.2 Clawback Amount. The Clawback amount shall be proportionate to the refund received by the student or the non-compliant element of the referral, as determined by UNICONS acting in good faith.

6.3 Repayment. Where UNICONS exercises a Clawback right, it shall provide the Agent with written notice specifying the grounds, the amount, and the required repayment date (not less than twenty-one (21) calendar days from the date of notice). The Agent shall repay the Clawback amount by bank transfer within the specified period. UNICONS may offset Clawback amounts against future commission payments due to the Agent in lieu of requiring direct repayment.

6.4 No Double Recovery. UNICONS shall not apply a Clawback to the extent that the same loss has already been recovered from the Partner Institution or a third party.

7.1 Raising a Dispute. If the Agent disputes any commission determination, attribution decision, payment amount, or Clawback notice made by UNICONS, the Agent must submit a written dispute notice to UNICONS at enquiry@unicons.co.uk within thirty (30) calendar days of receiving the relevant determination or notice. Disputes raised after this period may be declined.

7.2 Dispute Information. The dispute notice must include: (a) the student reference number(s) in question; (b) the nature and grounds of the dispute; (c) the amount in dispute; and (d) any supporting documentary evidence.

7.3 Review Period. UNICONS shall acknowledge receipt within five (5) business days and shall provide a substantive written response within twenty (20) business days of the dispute notice, or such extended period as is reasonably necessary given the complexity of the matter, of which UNICONS shall inform the Agent.

7.4 Escalation. If the Agent remains dissatisfied after UNICONS' substantive response, the matter may be escalated to a senior director of UNICONS within fourteen (14) days of the response. If the dispute cannot be resolved through this escalation process, either party may pursue the matter through the courts of England and Wales in accordance with clause 10.

7.5 Payment Pending Dispute. UNICONS may withhold payment of disputed commission pending resolution of the dispute. Undisputed portions of any payment shall be released in the ordinary course.

8.1 Zero Tolerance. UNICONS operates a zero-tolerance policy with respect to fraudulent referrals. A referral shall be considered fraudulent where it involves any of the following: fabricated student identities, falsified academic documents, ghost students (individuals who have no genuine intention of studying), fee payment by the Agent on the student's behalf, or any scheme designed to manufacture commission eligibility artificially.

8.2 Right to Decline Commission. UNICONS shall not pay commission in respect of any referral that UNICONS reasonably believes, after investigation, to be fraudulent. Where commission has already been paid in respect of a fraudulent referral, UNICONS shall exercise its Clawback rights under clause 6 and may additionally claim compensation for any consequential loss suffered.

8.3 Reporting to Authorities. UNICONS reserves the right to report suspected fraud to relevant authorities including, but not limited to, the police, the National Crime Agency, UKVI (UK Visas and Immigration), and the relevant Partner Institution.

8.4 Agent's Duty to Report. If the Agent becomes aware of any fraudulent activity connected to a referral — whether committed by the student, a sub-agent, or any third party — the Agent must notify UNICONS immediately in writing. Failure to report known fraud may itself constitute a material breach of this Referral Agreement.

9.1 Retention Obligation. The Agent shall maintain complete and accurate records of all referrals made under this Referral Agreement, including copies of communications with Prospective Students, evidence of the documents reviewed, and records of any representations made, for a minimum of six (6) years from the date of the relevant referral or the date of the last commission payment in respect of that referral, whichever is later.

9.2 Audit Access. The Agent shall make its referral records available to UNICONS for inspection upon request in accordance with the audit rights set out in clause 8 of the Agent Registration Agreement.

9.3 Accuracy Warranty. The Agent warrants that all referral data submitted to UNICONS is, to the best of the Agent's knowledge and belief, accurate, complete, and not misleading.

10.1 This Referral Agreement and any dispute or claim (including non-contractual disputes) arising out of or in connection with it shall be governed by and construed in accordance with the law of England and Wales.

10.2 The parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales in relation to any dispute arising under this Referral Agreement.

10.3 This Referral Agreement shall be read as part of the Agent Agreement Suite and shall be construed consistently with the other documents in that suite. UNICONS reserves the right to amend this Referral Agreement on thirty (30) days' written notice. Continued use of the Agent Portal following the effective date of any amendment constitutes acceptance of the revised terms.