Counsellor Confidentiality Agreement

This Counsellor Confidentiality Agreement ("Agreement") is entered into between LOPEX UNICONS LTD (trading as UNICONS), a company registered in England and Wales, with its registered office at 214 High Street, Second Floor, Hounslow, TW3 1HB, London, United Kingdom ("UNICONS"), and the individual or entity accepting this Agreement ("Counsellor").

UNICONS operates a global education counselling and university application platform. In the course of their engagement, Counsellors inevitably access, generate, and handle highly sensitive information relating to students, institutional partners, and the internal operations of UNICONS. The purpose of this Agreement is to establish clear, legally binding obligations with respect to the identification, handling, protection, and eventual return or destruction of all Confidential Information.

This Agreement is supplemental to, and does not replace, the obligations imposed by UK GDPR, the Data Protection Act 2018, or any other applicable data protection legislation. Where this Agreement imposes a higher standard than applicable legislation with respect to non-personal confidential information, this Agreement shall prevail. Where applicable legislation imposes a higher standard with respect to personal data, applicable legislation shall prevail.

This Agreement takes effect upon the Counsellor's acceptance and shall survive the termination or expiry of the Counsellor's engagement with UNICONS for the periods specified herein.

2.1 General Definition "Confidential Information" means all information, in whatever form (written, oral, electronic, visual, or otherwise), that is disclosed to, accessed by, or generated by the Counsellor in the course of their engagement with UNICONS, and which: (a) is designated as confidential by UNICONS; (b) is of a nature that a reasonable person would understand to be confidential given the context in which it is disclosed; or (c) is expressly listed in this Section 2.

2.2 Student Information Without limitation, Confidential Information includes all information relating to individual students, including:

• Full name, date of birth, nationality, and identity documentation;
• Contact details and residential address;
• Academic history, qualifications, transcripts, examination results, and school reports;
• Personal statements and supplementary application essays;
• Financial information, including bank statements, sponsorship letters, scholarship details, and evidence of funds;
• Immigration history, visa status, and passport details;
• Health information and any disclosed personal circumstances;
• Application status, decisions received, and institutional communications;
• Communications between the student and the Counsellor or UNICONS.

2.3 UNICONS Business Information Confidential Information also includes all information relating to the internal business of UNICONS and ACEIIS Ltd, including:

• Business strategies, growth plans, and market development initiatives;
• Partner and institutional agreements, including the identity of partner institutions, the terms of those agreements, and any preferential arrangements;
• Commission rates, revenue-sharing structures, and financial terms with institutional partners;
• Pricing strategies, discount structures, and fee schedules;
• Proprietary platform systems, software architecture, databases, and algorithms;
• Internal training materials, scripts, workflows, and operational processes;
• Staff and contractor details, roles, remuneration, and performance data;
• Marketing strategies, campaign data, and customer acquisition data;
• Legal correspondence, disputes, and regulatory matters;
• Any information designated as confidential by UNICONS in writing.

2.4 Trade Secrets A subset of UNICONS Business Information constitutes trade secrets for the purposes of the Trade Secrets (Enforcement, etc.) Regulations 2018. This includes, without limitation, the UNICONS platform architecture, proprietary matching and recommendation algorithms, and the specific terms of exclusive or preferred partnership arrangements with institutions. Trade secrets are subject to indefinite protection obligations as set out in Section 4.2.

3.1 Need-to-Know Basis The Counsellor shall access, use, and process Confidential Information solely to the extent necessary for the performance of their duties as a Counsellor under the Counsellor Terms of Engagement. The Counsellor must not access Confidential Information beyond the scope of their authorised role and must not seek access to student or business information that is not required for their assigned caseload or responsibilities.

3.2 No Disclosure to Third Parties The Counsellor must not disclose, share, communicate, or otherwise make available any Confidential Information to any third party without the prior written consent of UNICONS, except: (a) to other Counsellors or UNICONS staff on a need-to-know basis for the legitimate purposes of the student's application; or (b) in the limited circumstances set out in Section 5 (Permitted Disclosures and Carve-Outs).

The Counsellor must not discuss student cases, application details, or UNICONS business matters in public places, on social media, or via unsecured communication channels.

3.3 Secure Handling The Counsellor must handle all Confidential Information with appropriate technical and organisational security measures, including:

• Storing documents and records only within the UNICONS platform or UNICONS-approved storage systems;
• Not downloading, printing, or locally storing Confidential Information beyond what is operationally necessary for an active task, and ensuring any such material is immediately secured or deleted once no longer required;
• Using strong, unique passwords and multi-factor authentication for all platform and system access;
• Locking devices when unattended and using encrypted devices where personal devices are permitted under a Bring Your Own Device arrangement with UNICONS;
• Reporting any suspected or actual data breach, unauthorised disclosure, or loss of Confidential Information to UNICONS immediately upon discovery.

3.4 No Use for Personal Benefit The Counsellor must not use Confidential Information for any purpose other than the performance of their UNICONS duties. Counsellors must not use student contact details, student financial information, or institutional partner information for any personal, commercial, or competitive purpose.

4.1 General Business Confidential Information Following the termination or expiry of the Counsellor's engagement with UNICONS, howsoever arising, the Counsellor shall continue to hold in strict confidence all UNICONS Business Confidential Information (other than Trade Secrets) for a period of five (5) years from the date of termination. During this period, the Counsellor must not disclose such information to any third party or use it for any purpose.

4.2 Trade Secrets The Counsellor's obligation to maintain the confidentiality of UNICONS Trade Secrets is indefinite and does not expire. The Counsellor acknowledges that UNICONS Trade Secrets derive their commercial value from their secrecy and that any disclosure — at any time — would cause irreparable harm to UNICONS. This obligation survives termination without limit in time.

4.3 Student Personal Data Obligations regarding student personal data post-termination are governed by UK GDPR and the Data Protection Act 2018, as well as by the data retention schedules set out in UNICONS' Privacy Policy and Data Retention Policy. The Counsellor must comply with all applicable legal obligations regarding the deletion and secure destruction of student personal data following termination of engagement.

4.4 Return and Destruction of Confidential Materials Upon termination of engagement, or upon UNICONS' written request at any time, the Counsellor shall:

• Immediately cease use of all Confidential Information;
• Return to UNICONS all documents, files, records, and materials containing or derived from Confidential Information, whether in physical or electronic form;
• Permanently delete or destroy any copies of Confidential Information in the Counsellor's possession or control, including on personal devices, cloud storage accounts, and email systems;
• Provide written confirmation to UNICONS, within five (5) business days of termination, that all Confidential Information has been returned or destroyed in accordance with this clause.

UNICONS reserves the right to audit compliance with this clause, including conducting a reasonable verification process prior to confirming clearance.

The obligations in this Agreement do not apply to information that:

(a) Is or Becomes Public Domain The Counsellor's obligations do not apply to information that is, or subsequently becomes, generally available to the public through no fault, act, or omission of the Counsellor. The Counsellor bears the burden of demonstrating that information falls within this exception.

(b) Was Independently Known The Counsellor may be released from confidentiality obligations in respect of information that the Counsellor can demonstrate, by clear and contemporaneous written evidence, was lawfully known to them prior to disclosure by UNICONS and without restriction.

(c) Is Received Independently from a Third Party Where information is received by the Counsellor from a third party who is themselves lawfully entitled to disclose it and not subject to any confidentiality obligation with respect to it, the Counsellor is not bound by this Agreement in respect of that information.

(d) Disclosure Required by Law or Court Order Where the Counsellor is required by law, regulatory requirement, or a valid court order to disclose Confidential Information, the Counsellor may make such disclosure but must:

• Notify UNICONS in writing as soon as practicable upon becoming aware of the requirement, and in any event before making the disclosure, unless prohibited by law from doing so;
• Cooperate reasonably with UNICONS to seek a protective order, confidentiality undertaking, or other appropriate relief to limit the scope of disclosure;
• Disclose only such Confidential Information as is strictly required to satisfy the legal obligation;
• Use reasonable endeavours to ensure that any information so disclosed is treated as confidential by the receiving party.

The carve-outs in this Section apply only to the minimum extent necessary and do not permit the Counsellor to disclose Confidential Information beyond what is strictly covered by the applicable exception.

The Counsellor acknowledges that student personal data accessed through the UNICONS platform is subject to the requirements of UK GDPR and the Data Protection Act 2018, independently of and in addition to the obligations under this Agreement.

6.1 Processing Basis The Counsellor processes student personal data as a data processor acting on the instructions of UNICONS as data controller. The Counsellor must not process student personal data for any purpose other than providing counselling services to the student in accordance with UNICONS' documented instructions.

6.2 Data Subject Rights Where a student exercises a data subject right (including rights of access, rectification, erasure, restriction, or portability) directly with the Counsellor, the Counsellor must promptly notify UNICONS and cooperate fully in fulfilling the request within UNICONS' obligations under UK GDPR.

6.3 Data Breach Notification The Counsellor must notify UNICONS without undue delay, and in any event within 24 hours, of becoming aware of any actual or suspected personal data breach affecting student data. Notification must include: a description of the nature of the breach; the categories and approximate number of students affected; the likely consequences of the breach; and the measures taken or proposed to address it.

6.4 Cross-Border Transfers The Counsellor must not transfer student personal data to any country outside the United Kingdom or the European Economic Area without the prior written consent of UNICONS and compliance with the transfer mechanism requirements of UK GDPR.

7.1 Injunctive Relief The Counsellor acknowledges that any breach or threatened breach of this Agreement would cause UNICONS immediate and irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, UNICONS is entitled to seek injunctive relief, specific performance, or other equitable relief from a court of competent jurisdiction without the requirement to prove actual damage or to post a bond or other security.

7.2 Damages In addition to injunctive relief, UNICONS reserves the right to claim all losses, damages, costs, and expenses (including legal fees on a solicitor-client basis) arising from or in connection with any breach of this Agreement.

7.3 Termination and Regulatory Referral A material breach of this Agreement may result in the immediate termination of the Counsellor's engagement with UNICONS. Where a breach involves personal data, UNICONS reserves the right to report the matter to the Information Commissioner's Office (ICO) and to any other relevant regulatory authority.

7.4 Account of Profits Where the Counsellor has used UNICONS Confidential Information to derive a commercial or competitive benefit, UNICONS reserves the right to seek an account of all profits derived from such use, in addition to any other remedy available.

This Agreement shall be governed by and construed in accordance with the laws of England and Wales. The parties submit to the exclusive jurisdiction of the courts of England and Wales in respect of any dispute arising out of or in connection with this Agreement, provided that nothing in this clause shall limit UNICONS' right to seek urgent injunctive relief in any jurisdiction.

If you have any questions regarding this Agreement, please contact UNICONS at enquiry@unicons.co.uk or write to us at 214 High Street, Second Floor, Hounslow, TW3 1HB, London, United Kingdom.