Agent Registration Agreement

This Agent Registration Agreement ("Agreement") is entered into between LOPEX UNICONS LTD (trading as UNICONS), a company registered in England and Wales, whose registered office is at 214 High Street, Second Floor, Hounslow, TW3 1HB, London, United Kingdom ("UNICONS", "we", "us", or "our"), and the individual or legal entity completing the agent registration process on the UNICONS platform ("Agent", "you", or "your").

In this Agreement the following definitions apply:

• "Platform" means the UNICONS web-based portal and associated services accessible at www.unicons.co.uk and any successor domain.
• "Partner Institution" means any university, college, language school, or other educational establishment with which UNICONS holds a current written partnership or referral agreement.
• "Prospective Student" means any individual who enquires about, or makes an application to, a Partner Institution via the Agent's activities.
• "Referred Student" means a Prospective Student submitted to UNICONS or a Partner Institution by the Agent and accepted as a valid referral under the Agent Referral Agreement.
• "Agent Portal" means the dedicated section of the Platform through which the Agent manages referrals, accesses resources, and receives commission-related communications.
• "Applicable Laws" means all statutes, statutory instruments, regulations, codes of practice, and guidance applicable in England and Wales, including but not limited to the UK GDPR, the Data Protection Act 2018, the Bribery Act 2010, the Modern Slavery Act 2015, and the Immigration Act 1971 (as amended).

2.1 Legal Status. To register as an Agent on the Platform, you must be either:

(a) a legal entity (company, partnership, or sole trader) duly incorporated or registered in your jurisdiction of operation and in good standing under the laws of that jurisdiction; or

(b) an individual of at least 18 years of age with legal capacity to enter binding contracts under the laws of England and Wales and your country of residence.

2.2 Business Registration. Where you operate as a business, you must hold and maintain all licences, registrations, and authorisations required by Applicable Laws and the laws of your operating jurisdiction to conduct educational recruitment services.

2.3 No Disqualifying Events. You confirm that neither you nor any director, partner, officer, or person with significant control over your organisation:

(a) has been convicted of any offence involving dishonesty, fraud, bribery, corruption, or immigration-related misconduct;

(b) is subject to any court order, regulatory sanction, or professional disqualification that would impair the lawful performance of agent activities;

(c) has previously been suspended, terminated, or blacklisted by UNICONS or any other educational network for misconduct.

2.4 Registration Accuracy. You represent and warrant that all information provided during registration — including your full legal name or business name, registered address, contact details, banking information, and operating jurisdictions — is true, accurate, current, and complete. You undertake to notify UNICONS in writing within five (5) business days of any material change to this information.

2.5 UNICONS Approval. Registration on the Platform does not in itself confer Agent status. UNICONS reserves the absolute right to approve or reject any agent application at its sole discretion, and to request additional supporting documentation (including, without limitation, business registration certificates, professional references, or evidence of relevant experience) before granting access to the Agent Portal.

3.1 Independent Contractor. The Agent is engaged by UNICONS as an independent contractor. Nothing in this Agreement shall be construed to create a relationship of employment, agency (save as expressly and narrowly set out herein in respect of student referrals), partnership, joint venture, or franchise between UNICONS and the Agent.

3.2 No Authority to Bind. The Agent has no authority to bind UNICONS or any Partner Institution to any representation, offer, contract, or obligation. The Agent may not sign agreements, issue letters, make admissions decisions, or represent that offers of admission, scholarships, or visas have been or will be granted on behalf of UNICONS or any Partner Institution.

3.3 No Exclusivity. This Agreement does not confer exclusivity. UNICONS may engage any number of agents in any territory, and the Agent is free to work with other educational platforms or institutions, provided such activities do not conflict with the express obligations set out in this Agreement.

3.4 Costs and Expenses. The Agent is solely responsible for all costs and expenses incurred in performing its obligations under this Agreement, including but not limited to travel, accommodation, marketing materials, telecommunications, professional memberships, and any taxation or social security contributions arising from payments received from UNICONS.

3.5 Tax Compliance. The Agent is solely responsible for declaring and paying all taxes, duties, and levies arising from commissions or other payments received under this Agreement. UNICONS shall not withhold taxes on behalf of the Agent unless required to do so by Applicable Laws, in which case UNICONS shall notify the Agent and provide appropriate documentation.

4.1 Ethical Recruitment. The Agent shall at all times conduct recruitment activities in an ethical, transparent, and student-centred manner, consistent with the standards promulgated by relevant professional bodies including the British Council, UKCISA, and any national regulatory framework applicable in the Agent's country of operation.

4.2 Truthful Representation. The Agent shall provide Prospective Students with accurate, balanced, and up-to-date information regarding:

(a) the Partner Institutions, their accreditation status, course content, fees, and entry requirements;

(b) the nature and limitations of UNICONS' role as an educational referral platform;

(c) the independent nature of the admissions and visa processes, and the fact that neither UNICONS nor the Agent can guarantee an offer of admission or a positive visa determination.

4.3 No Misrepresentation of UNICONS or Partner Institutions. The Agent shall not make any representation, oral or written, that materially misrepresents or embellishes the services, reputation, rankings, or outcomes of UNICONS or any Partner Institution. The Agent shall direct all enquiries about institutional accreditation, league table positions, or specific course quality to the relevant institution and shall not make comparative claims that are not objectively verifiable.

4.4 Compliance with UNICONS Guidelines. The Agent shall comply with all marketing guidelines, brand usage policies, and operational procedures published by UNICONS from time to time in the Agent Portal or otherwise communicated in writing. UNICONS reserves the right to update such guidelines with reasonable notice, and continued use of the Platform constitutes acceptance of any such updates.

4.5 Maintenance of Accurate Records. The Agent shall maintain complete and accurate records of all recruitment activities, student interactions, documents collected, and representations made for a minimum of six (6) years from the date of each transaction or interaction, or such longer period as may be required by Applicable Laws.

4.6 Cooperation with UNICONS. The Agent shall promptly respond to all reasonable requests from UNICONS for information, documentation, or clarification in connection with referral activities, compliance reviews, student complaints, or partner institution enquiries.

5.1 No Guarantees of Admission or Visa. The Agent is strictly prohibited from guaranteeing, promising, implying, or stating to any Prospective Student that an offer of admission, conditional offer, unconditional offer, scholarship award, or visa approval is certain or likely by virtue of any service provided by the Agent or UNICONS.

5.2 No Collection of Fees from Students. The Agent shall not charge, collect, receive, or accept any fee, payment, commission, gift, or financial consideration of any kind from any Prospective Student or Referred Student in connection with referral, application support, or associated services facilitated through the UNICONS Platform. All remuneration to the Agent flows exclusively from UNICONS in the form of commission as set out in the Agent Referral Agreement.

5.3 No Misrepresentation of Commission Structures. The Agent shall not disclose, misrepresent, or overstate the commission rates, structures, or payment terms applicable to any referral, whether in communications with Prospective Students, third parties, or other agents.

5.4 No Fraudulent Applications. The Agent shall not knowingly submit, assist in the preparation of, or facilitate any application that contains false, fabricated, or misleading information, including false academic transcripts, fraudulent English language certificates, fictitious financial statements, or statements of purpose authored by the Agent rather than the student.

5.5 No Unauthorised Use of UNICONS Systems. The Agent shall not access or attempt to access any area of the Platform for which authorisation has not been granted, share login credentials with third parties, or use automated tools to scrape, copy, or extract data from the Platform.

5.6 No Sub-Agency Without Consent. The Agent shall not appoint sub-agents, sub-contractors, or third parties to perform referral activities on its behalf without the prior written consent of UNICONS. Where consent is granted, the Agent remains fully responsible for the conduct of any such third party.

6.1 Anti-Bribery Act 2010. The Agent acknowledges that UNICONS is committed to full compliance with the Bribery Act 2010. The Agent shall not offer, promise, give, request, agree to receive, or accept any financial or other advantage — directly or through a third party — in order to improperly influence any person in the performance of their functions in connection with any admissions decision, visa determination, scholarship award, or other matter relating to a Referred Student.

6.2 No Facilitation of Tax Evasion. The Agent shall not facilitate, assist, or enable any act of tax evasion by any person in connection with activities carried out under this Agreement, in accordance with the Criminal Finances Act 2017.

6.3 Anti-Money Laundering. The Agent shall not receive, handle, or transmit funds derived from criminal activity. Where the Agent becomes aware or suspects that any payment is connected to money laundering, fraud, or other criminal activity, it shall immediately notify UNICONS and, where required by law, make an appropriate suspicious activity report to the relevant authority.

6.4 Modern Slavery. The Agent confirms it has no knowledge of, and shall take reasonable steps to ensure its operations do not contribute to, modern slavery, forced labour, human trafficking, or child labour in connection with its recruitment activities, in accordance with the Modern Slavery Act 2015.

6.5 Cooperation with Investigations. The Agent shall fully cooperate with any investigation by UNICONS, a Partner Institution, a government authority, or a regulatory body into suspected fraud, bribery, corruption, or immigration misconduct related to any referral made under this Agreement.

7.1 Student Welfare. The Agent recognises that Prospective Students may be in a vulnerable position — often young, unfamiliar with the UK immigration and admissions system, and making significant financial and life decisions. The Agent shall at all times prioritise the genuine interests and welfare of each Prospective Student over its commercial interests.

7.2 Informed Consent. Before submitting any application on a student's behalf, the Agent shall ensure the student has been fully informed of: (a) the institutions and courses to which the application relates; (b) the applicable fee levels and living cost estimates; (c) the visa requirements and the agent's limited ability to advise on immigration law; and (d) the fact that UNICONS receives commission from Partner Institutions.

7.3 Referral to Qualified Advisers. The Agent shall not provide immigration legal advice unless it holds the appropriate qualification and authorisation under the Immigration and Asylum Act 1999 and is regulated by the Office of the Immigration Services Commissioner (OISC) or is a practising solicitor regulated by the Solicitors Regulation Authority. Where a student requires immigration advice beyond factual information, the Agent shall refer the student to an appropriately qualified adviser.

7.4 Complaints Handling. The Agent shall maintain a written complaints procedure for student complaints. Where a student complaint relates to UNICONS, a Partner Institution, or a referral facilitated through the Platform, the Agent shall notify UNICONS promptly and cooperate in any investigation or resolution process.

8.1 Right to Audit. UNICONS reserves the right, on not less than five (5) business days' written notice (or without notice where UNICONS has reasonable grounds to suspect fraud or misconduct), to audit the Agent's records, communications, and practices relating to:

(a) the accuracy of referral data submitted through the Platform;

(b) compliance with this Agreement, the Agent Code of Conduct, and the Agent Referral Agreement;

(c) the Agent's data protection practices with respect to student data;

(d) compliance with anti-bribery, anti-fraud, and anti-money laundering obligations.

8.2 Cooperation. The Agent shall provide reasonable access to its premises, personnel, systems, and records as required for the purposes of any audit under clause 8.1.

8.3 Cost of Audit. The cost of any routine audit shall be borne by UNICONS. Where an audit reveals a material breach by the Agent, UNICONS may recover the reasonable costs of the audit from the Agent.

9.1 Termination for Convenience. Either party may terminate this Agreement on thirty (30) days' written notice to the other party. During the notice period, the Agent shall continue to perform its obligations and shall cooperate in an orderly wind-down of any pending referrals.

9.2 Immediate Termination for Cause. UNICONS may terminate this Agreement with immediate effect by written notice to the Agent if:

(a) the Agent commits any material breach of this Agreement, the Agent Referral Agreement, or the Agent Code of Conduct that is incapable of remedy, or that is capable of remedy but has not been remedied within fourteen (14) days of written notice;

(b) the Agent engages in fraudulent, dishonest, or corrupt conduct;

(c) the Agent is subject to insolvency proceedings, including bankruptcy, administration, liquidation, or the appointment of a receiver;

(d) the Agent commits any act that, in UNICONS' reasonable opinion, brings or is likely to bring UNICONS or any Partner Institution into disrepute.

9.3 Consequences of Termination. Upon termination:

(a) the Agent's access to the Agent Portal shall be revoked immediately;

(b) the Agent shall cease to represent itself as an authorised UNICONS agent and shall remove all references to UNICONS from its marketing materials, websites, and social media within seven (7) days;

(c) all pending commission payments shall be assessed and settled in accordance with the Agent Referral Agreement, except where termination has been triggered by fraud, in which case UNICONS reserves the right to withhold all pending commissions pending investigation;

(d) the Agent's obligations regarding data protection, confidentiality, and record-keeping shall survive termination.

10.1 To the fullest extent permitted by law, UNICONS shall not be liable to the Agent for any indirect, consequential, special, or punitive loss or damage, including loss of profit, loss of business, loss of revenue, loss of goodwill, or loss of anticipated savings, arising out of or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise.

10.2 UNICONS' total aggregate liability to the Agent under or in connection with this Agreement shall not exceed the total commission actually paid by UNICONS to the Agent in the twelve (12) months immediately preceding the event giving rise to the claim.

10.3 Nothing in this Agreement limits or excludes either party's liability for fraud or fraudulent misrepresentation, death or personal injury caused by negligence, or any other liability that cannot be excluded or limited by law.

11.1 Governing Law. This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.

11.2 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation.

11.3 Escalation. Prior to initiating formal legal proceedings, the parties agree to attempt in good faith to resolve any dispute by escalation to senior management of each party within twenty (20) business days of written notice of the dispute.

11.4 Entire Agreement. This Agreement, together with the Agent Referral Agreement, the Agent Code of Conduct, and the Agent Confidentiality and Data Processing Agreement, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all previous agreements, understandings, and representations.

11.5 Amendments. UNICONS reserves the right to amend this Agreement from time to time. Amendments will be notified to the Agent via the Agent Portal with at least thirty (30) days' notice. Continued use of the Platform after the effective date of any amendment constitutes acceptance. If the Agent does not accept the amended terms, it may terminate this Agreement in accordance with clause 9.1.

11.6 Severance. If any provision of this Agreement is or becomes invalid, illegal, or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement.