Commission and Referral Agreement

This Commission and Referral Agreement ("Agreement") is entered into between LOPEX UNICONS LTD, trading as UNICONS, whose registered office is at 214 High Street, Second Floor, Hounslow, TW3 1HB, London, United Kingdom ("UNICONS"), and the Partner Institution that has confirmed acceptance of this Agreement through the UNICONS administrative portal or by separate written instrument ("Partner Institution").

This Agreement shall be read alongside and is supplementary to the Partner Institution Agreement between the same parties. In the event of conflict between this Agreement and the Partner Institution Agreement in relation to commission matters, this Agreement shall prevail.

The following definitions apply throughout this Agreement:

• "Qualifying Referral" means a Prospective Student who has been referred to the Partner Institution by UNICONS, who has been issued and has accepted an unconditional offer of admission, who has registered on the relevant course or programme, and in respect of whom the Partner Institution has received payment (in full or by way of a confirmed instalment) of tuition fees for at least the first term or semester of study.
• "Commission" means the fee payable by the Partner Institution to UNICONS in respect of each Qualifying Referral, as set out in the applicable Commission Schedule.
• "Commission Schedule" means the schedule of commission rates agreed in writing between the parties and attached to or incorporated by reference into this Agreement, as amended from time to time by mutual written agreement.
• "Enrolment Confirmation" means the official written confirmation issued by the Partner Institution to both the student and UNICONS confirming that a student has registered on a programme and that tuition fees have been received.
• "Clawback Event" means an event described in clause 6 that entitles UNICONS to recover or the Partner Institution to withhold a commission payment previously made or invoiced.

2.1 Definition of Qualifying Referral. A commission shall be payable by the Partner Institution to UNICONS in respect of each Qualifying Referral. A referral shall be deemed a Qualifying Referral only where all of the following conditions are satisfied:

(a) The Prospective Student's Application was submitted to the Partner Institution by UNICONS through the UNICONS Platform or by an agreed alternative means, and UNICONS is identified as the referring agent in the Partner Institution's admissions records;

(b) The Partner Institution has issued an unconditional offer of admission to the student, and the student has formally accepted that offer;

(c) The student has completed enrolment formalities and is registered as an active student on the agreed programme for the relevant academic year or intake;

(d) The Partner Institution has received a tuition fee payment from the student in respect of the first term, semester, or year of study (as applicable to the programme's fee structure), whether paid directly by the student, through a student loan, through a sponsor, or through any other lawful means; and

(e) No Clawback Event has occurred within the period specified in clause 6.

2.2 Excluded Enrolments. A commission shall not be payable in respect of any student who: (a) was already known to the Partner Institution at the time of referral as a registered applicant or former student; (b) applied independently to the Partner Institution and was subsequently referred by UNICONS without adding material assistance to the admissions process; or (c) was referred by another agent with a pre-existing agreement with the Partner Institution in respect of the same student.

2.3 Partial Enrolments. Where a student enrols on a programme of a different level or course than that for which they were referred, the commission payable shall be that applicable to the programme on which the student is actually enrolled, as set out in the Commission Schedule.

3.1 Commission Schedule. Commission rates payable to UNICONS in respect of Qualifying Referrals shall be as set out in the Commission Schedule agreed between the parties and incorporated into this Agreement. The Commission Schedule shall specify commission rates by reference to the level and type of programme (e.g., undergraduate, postgraduate taught, postgraduate research, foundation, pre-sessional English, professional qualification), course category, and any other variable agreed between the parties.

3.2 Standard Rates. Unless otherwise agreed, commission shall be calculated as a percentage of the gross tuition fee payable by the student in respect of the first year or first full academic stage of the programme, exclusive of any scholarship, bursary, or fee waiver awarded to the student.

3.3 Variation. Commission rates may vary by institution, course level, intake period, or nationality of the student, as set out in the Commission Schedule. Where the Commission Schedule is silent on a particular programme or category, the parties shall agree the applicable rate in writing before UNICONS submits any Applications in respect of that programme.

3.4 Amendment of Rates. Commission rates may be amended by mutual written agreement of the parties with not less than thirty (30) days' notice before the start of the relevant academic intake period. Any amendment shall apply prospectively and shall not affect commissions in respect of Applications submitted before the amendment takes effect.

3.5 No Guarantee of Payment. The existence of this Agreement does not guarantee any minimum number of referrals or minimum commission income. UNICONS makes no warranty regarding the volume of Applications that will be submitted to the Partner Institution.

4.1 Invoicing. UNICONS shall issue invoices to the Partner Institution in respect of each Qualifying Referral or group of Qualifying Referrals upon receipt of Enrolment Confirmations from the Partner Institution. UNICONS shall include the following information in each invoice: the full name and student reference number of each Qualifying Referral; the programme and intake date; the tuition fee basis used for commission calculation; the applicable commission rate; and the total commission amount claimed.

4.2 Payment Terms. The Partner Institution shall pay each invoice issued by UNICONS within thirty (30) calendar days of the invoice date ("Payment Due Date"). Payment shall be made in the currency specified in clause 4.5. Where the Partner Institution disputes an invoice in whole or in part, the Partner Institution shall pay the undisputed portion by the Payment Due Date and shall give written notice of the disputed amount within the same period, setting out the grounds for the dispute.

4.3 Late Payment. Where payment is not received by the Payment Due Date (other than in respect of a legitimately disputed amount notified in accordance with clause 4.2), UNICONS shall be entitled to charge interest on the overdue amount at the rate of 8% per annum above the Bank of England base rate, calculated daily from the Payment Due Date until the date of actual payment, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.

4.4 Payment Method. All payments shall be made by bank transfer (BACS, CHAPS, or international wire transfer) to the bank account details notified by UNICONS in writing from time to time. Payments made to incorrect account details provided by the Partner Institution shall not discharge the Partner Institution's payment obligation until funds are received in UNICONS's designated account.

4.5 Currency. Unless otherwise agreed in writing, all invoices shall be denominated and paid in Pounds Sterling (GBP). Where the parties agree to invoice in another currency, any currency conversion costs shall be borne by the Partner Institution and the applicable exchange rate shall be the Bank of England spot rate on the date of invoice.

5.1 Enrolment Confirmations. The Partner Institution shall provide UNICONS with an Enrolment Confirmation in respect of each Qualifying Referral within fifteen (15) business days of the student completing registration. Enrolment Confirmations shall be provided in the format agreed between the parties (whether via the UNICONS administrative portal, by email, or by secure file transfer) and shall include: the student's full name, date of birth, nationality, student identification number, programme title, level of study, academic year of entry, and confirmation that tuition fee payment has been received.

5.2 Reporting Period. The Partner Institution shall provide UNICONS with a comprehensive enrolment report at the end of each academic intake period (typically at the end of the enrolment confirmation window for each intake), setting out all students referred by UNICONS who have enrolled, deferred, withdrawn, or whose Application remains outstanding.

5.3 Annual Reconciliation. At the end of each academic year, the parties shall conduct an annual reconciliation of commissions paid, commissions outstanding, and any Clawback Events that occurred during the year. UNICONS shall initiate the reconciliation process by providing a reconciliation schedule to the Partner Institution no later than sixty (60) days after the end of each academic year.

5.4 Dispute Period. The Partner Institution shall notify UNICONS in writing of any discrepancies, disputes, or objections to the annual reconciliation schedule within thirty (30) days of receipt. Disputes not notified within this period shall be deemed accepted by the Partner Institution. Accepted reconciliation amounts shall be settled within thirty (30) days of the reconciliation being agreed or determined.

5.5 Records. Both parties shall maintain accurate records of all Applications, Enrolment Confirmations, commission invoices, and payments for a minimum period of seven (7) years from the date of the relevant transaction. Each party shall make its records available for inspection by the other party upon reasonable written notice of not less than five (5) business days.

6.1 Clawback Events. UNICONS shall repay to the Partner Institution (or the Partner Institution shall be entitled to deduct from future invoices) any commission paid in respect of a student where any of the following Clawback Events occur:

(a) Early Withdrawal: The student withdraws from the programme or is formally withdrawn by the Partner Institution within thirty (30) calendar days of the commencement date of the student's programme (the "Clawback Period"), unless the withdrawal is attributable to circumstances beyond the student's control, including serious illness (supported by medical evidence), bereavement, or a visa refusal on grounds unrelated to the student's personal circumstances;

(b) Fraudulent Enrolment: The student's enrolment is subsequently found to have been procured by fraud, misrepresentation, or the use of falsified documents, and the Partner Institution takes formal action (such as cancellation of enrolment, referral to authorities, or immigration enforcement notification) as a consequence; or

(c) Misrepresentation of Application: UNICONS submitted a material misrepresentation in the Application with the knowledge or reckless disregard of UNICONS, and the misrepresentation was a material factor in the Partner Institution issuing an offer.

6.2 Clawback Amount. The clawback amount shall be the full commission paid to UNICONS in respect of the relevant student, unless the parties agree in writing to a partial clawback reflecting the proportion of the programme completed by the student before withdrawal.

6.3 Clawback Notification. The Partner Institution shall notify UNICONS in writing within fourteen (14) calendar days of becoming aware of a Clawback Event, providing full details of the event and supporting evidence. UNICONS shall have the right to investigate and respond to any Clawback notification within twenty-one (21) days of receipt.

6.4 Disputed Clawback. Where UNICONS disputes a Clawback notification, the dispute shall be dealt with in accordance with clause 8. The Partner Institution shall not deduct a disputed clawback amount from any invoice payment without UNICONS's written consent until the dispute is resolved.

7.1 VAT. All commission amounts stated in the Commission Schedule and in invoices are exclusive of Value Added Tax (VAT). Where UNICONS is required by UK law to charge VAT on commission services, VAT shall be added to the invoice at the applicable rate. The Partner Institution shall pay any VAT charged in addition to the commission amount. Each party shall be responsible for its own VAT accounting and compliance obligations.

7.2 VAT Registration. UNICONS shall provide the Partner Institution with its VAT registration number where applicable and shall issue VAT invoices in compliance with the Value Added Tax Act 1994 and applicable HMRC guidance.

7.3 Withholding Tax. Where the Partner Institution is required by the laws of any jurisdiction to withhold any tax from commission payments to UNICONS, the Partner Institution shall: (a) promptly notify UNICONS of such obligation; (b) deduct the minimum amount required by law; (c) promptly pay the withheld amount to the relevant tax authority; and (d) provide UNICONS with a certificate of withholding tax deducted within thirty (30) days of such deduction to enable UNICONS to reclaim credit where applicable.

7.4 HMRC Compliance. Both parties confirm that they are compliant with their respective obligations to HM Revenue & Customs in relation to corporation tax, income tax, VAT, PAYE, and any other applicable tax, and shall notify each other promptly if they receive any formal tax investigation notice from HMRC that may affect commission payments under this Agreement.

7.5 Anti-Money Laundering. Both parties confirm compliance with the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 and the Proceeds of Crime Act 2002. Neither party shall make or accept any payment that it knows or suspects to represent the proceeds of criminal activity. Each party shall maintain appropriate anti-money laundering policies, procedures, and staff training. UNICONS reserves the right to refuse commission from any source that gives reasonable grounds to suspect money laundering or financial crime.

8.1 Written Notice. Any dispute relating to a commission invoice, clawback claim, or reconciliation discrepancy must be raised by written notice to the other party within fourteen (14) calendar days of the event giving rise to the dispute (or, in the case of a reconciliation dispute, within the period specified in clause 5.4). The written notice shall set out the nature of the dispute, the amount in question, and the grounds relied upon.

8.2 Good Faith Negotiation. Upon receipt of a dispute notice, the parties shall attempt to resolve the dispute through good faith negotiation between their designated account managers within ten (10) business days.

8.3 Escalation to Senior Management. If the dispute is not resolved at account manager level within the period specified in clause 8.2, either party may escalate the matter to senior management of both organisations. Senior management representatives shall meet (in person or by video conference) within ten (10) further business days to attempt resolution.

8.4 Independent Mediation. If the dispute remains unresolved following escalation to senior management, either party may refer the dispute to independent mediation under the rules of the Centre for Effective Dispute Resolution (CEDR). The parties shall jointly appoint a mediator within fourteen (14) days of such referral. The costs of mediation shall be shared equally between the parties unless the mediator otherwise directs.

8.5 Legal Proceedings. If mediation fails to resolve the dispute within thirty (30) days of the appointment of the mediator (or such longer period as the parties agree), either party may commence legal proceedings in the courts of England and Wales, as provided in clause 9.

8.6 Payment Pending Dispute. The existence of a dispute shall not entitle either party to withhold undisputed amounts. Where a dispute relates to part of an invoice, the undisputed portion shall be paid by the Payment Due Date.

9.1 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 laws of England and Wales.

9.2 Jurisdiction. Each party irrevocably submits to the exclusive jurisdiction of the courts of England and Wales in respect of any dispute not resolved by the dispute resolution process in clause 8.

9.3 Term and Termination. This Agreement shall remain in force for so long as the Partner Institution Agreement between the parties is in force. Termination of the Partner Institution Agreement shall automatically terminate this Agreement, save that: (a) all commissions accrued and payable in respect of Applications submitted before the termination date shall remain due and payable; and (b) all clawback rights and obligations in respect of such commissions shall survive termination for a period of twelve (12) months following the end of the relevant Clawback Period.

9.4 Entire Agreement. This Agreement, together with the Commission Schedule and the Partner Institution Agreement, constitutes the entire agreement between the parties in respect of commission and referral payments and supersedes all prior negotiations, agreements, and understandings on the same subject matter.

9.5 Assignment. Neither party may assign, novate, or transfer any of its rights or obligations under this Agreement without the prior written consent of the other party, such consent not to be unreasonably withheld or delayed.

9.6 Severability. If any provision of this Agreement is found to be unlawful, void, or unenforceable, it shall be severed from the Agreement to the minimum extent necessary, and the remaining provisions shall continue in full force and effect.

9.7 Notices. Notices under this Agreement shall be delivered in writing to the contact addresses or email addresses notified by each party to the other for this purpose. Email notices shall be deemed received on the day of transmission if sent during normal business hours (09:00–17:30 GMT), and on the following business day if sent outside those hours.