Partner Institution Agreement

This Partner Institution Agreement ("Agreement") is entered into between LOPEX UNICONS LTD, a company incorporated in England and Wales, trading as UNICONS, whose registered office is at 214 High Street, Second Floor, Hounslow, TW3 1HB, London, United Kingdom ("UNICONS"), and the educational institution that has executed this Agreement or confirmed its acceptance through the UNICONS administrative portal ("Partner Institution" or "Institution").

In this Agreement, the following definitions apply:

• "Platform" means the UNICONS web-based portal accessible at www.unicons.co.uk and any associated systems or applications.
• "Prospective Student" means any individual whose details have been submitted to the Partner Institution by UNICONS as a candidate for enrolment.
• "Enrolled Student" means a Prospective Student who has accepted an unconditional offer from the Partner Institution and has registered on a course.
• "Application" means a formal application for admission submitted by UNICONS on behalf of a Prospective Student to the Partner Institution.
• "Effective Date" means 1 September 2025 or the date on which both parties confirm this Agreement, whichever is later.
• "Applicable Law" means all laws, regulations, statutory instruments, and codes of practice applicable to the activities of both parties, including UK and international education regulations and immigration rules.

This Agreement shall be read in conjunction with any separately executed Schedule of Commission Rates, Data Sharing Agreement, and any other supplementary schedules or appendices agreed in writing between the parties.

2.1 Collaboration Purpose. UNICONS and the Partner Institution agree to collaborate for the purpose of identifying, counselling, and referring prospective international and domestic students who may be suitable candidates for programmes offered by the Partner Institution. This Agreement establishes the framework under which such referrals shall take place in an ethical, transparent, and lawful manner.

2.2 Non-Exclusivity. This Agreement is non-exclusive. UNICONS retains the right to refer students to other educational institutions, and the Partner Institution retains the right to engage with other recruitment agents or partners. Neither party is restricted from conducting its business independently or from entering into similar arrangements with third parties.

2.3 Scope of Referral Activity. UNICONS may promote the Partner Institution's programmes, courses, and facilities to Prospective Students via the Platform, through counselling sessions, marketing materials, and any other lawful means agreed in writing. The scope of promotion shall at all times be limited to accurate, factual information provided by the Partner Institution and shall not extend to guaranteeing admission or misrepresenting entry requirements.

2.4 Independent Parties. The parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, franchise, or employment relationship between UNICONS and the Partner Institution. Neither party shall have authority to bind the other contractually or make representations on the other's behalf without prior written consent.

2.5 Good Faith. Both parties commit to conduct their relationship in good faith, with mutual respect and with the shared objective of providing the best possible outcomes for Prospective Students.

3.1 Accurate Course Information. The Partner Institution shall provide UNICONS with accurate, complete, and up-to-date information regarding all programmes, courses, entry requirements, tuition fees, language requirements, accreditation status, and any other material details that UNICONS is reasonably likely to communicate to Prospective Students. Information shall be provided in writing via the UNICONS administrative portal or by such other means as the parties agree.

3.2 Timely Application Processing. The Partner Institution shall acknowledge receipt of Applications submitted by UNICONS within five (5) business days and shall provide a decision on each Application within the timeframes set out in the Partner Institution's published admissions policy, or within twenty (20) business days where no published policy exists. Where a decision cannot be made within this period, the Partner Institution shall notify UNICONS of the reason and provide a revised expected decision date.

3.3 Fair Treatment of Referred Students. The Partner Institution shall assess Applications submitted by UNICONS on the same terms and with the same rigour as applications received through any other channel. Prospective Students referred by UNICONS shall not be subject to less favourable treatment by reason of their route of application. The Partner Institution shall not impose any surcharge, additional administrative fee, or less favourable offer conditions on students referred by UNICONS.

3.4 Notification of Changes. The Partner Institution shall notify UNICONS in writing of any material changes to entry requirements, tuition fees, programme availability, accreditation status, or any other information previously provided to UNICONS, with no less than twenty-eight (28) days' advance notice where reasonably practicable, and within five (5) business days of becoming aware of any change that is immediate or urgent in nature.

3.5 Offer Letters and Conditions. The Partner Institution shall issue offer letters and, where applicable, Confirmation of Acceptance for Studies (CAS) documents directly to students in accordance with UKVI regulations and its own admissions procedures. The Partner Institution shall promptly notify UNICONS of the outcome of each Application and the terms of any offer issued.

3.6 Compliance with UK Immigration Rules. Where a referred student requires a Student Visa to study in the United Kingdom, the Partner Institution shall comply with all obligations applicable to UKVI-licensed sponsors, including the conduct of genuine student assessments and maintenance of sponsor duties as set out by the UK Home Office from time to time.

4.1 Ethical Recruitment. UNICONS shall conduct all student recruitment activities in accordance with applicable UK and international ethical recruitment standards, including the British Council's Guidelines for Ethical Educational Agent Practice, the BUILA Code of Practice, and any other relevant industry codes. UNICONS shall not engage in misleading, coercive, or exploitative recruitment practices.

4.2 Accurate Student Profiles. UNICONS shall submit Applications on behalf of Prospective Students that contain accurate, complete, and honest representations of the student's academic background, qualifications, work experience, English language proficiency, financial status, and immigration history, to the best of UNICONS's knowledge. UNICONS shall not knowingly submit fraudulent, misrepresented, or incomplete Applications.

4.3 Pre-Screening. Prior to submitting an Application, UNICONS shall conduct reasonable pre-screening of each Prospective Student to assess suitability for the proposed programme, including reviewing academic qualifications, English language test results, financial documentation, and immigration eligibility. UNICONS shall only refer students who appear to meet the Partner Institution's published entry requirements, subject to the Partner Institution's final assessment.

4.4 Student Counselling. UNICONS shall provide each Prospective Student with balanced, impartial guidance regarding programme options, including options available at institutions other than the Partner Institution where this is in the student's best interests. UNICONS shall not pressure students into applying to any particular institution.

4.5 Document Verification. UNICONS shall take reasonable steps to verify the authenticity and accuracy of supporting documents submitted with Applications. Where UNICONS has reasonable grounds to suspect that a document is fraudulent or misrepresents the student's circumstances, UNICONS shall not submit the Application and shall notify the Partner Institution accordingly.

5.1 Submission of Applications. Applications shall be submitted by UNICONS through the Partner Institution's designated admissions portal, the UNICONS Platform integration, or by such other means as the parties agree in writing. Each Application shall be accompanied by all supporting documents required by the Partner Institution's admissions policy.

5.2 Supporting Documents. Standard supporting documents shall include, but are not limited to: certified copies of academic transcripts and certificates; English language test results (IELTS, TOEFL, PTE, or equivalent); a valid passport or travel document; a personal statement; references where required; evidence of financial capacity; and any other documents specified by the Partner Institution for the relevant programme.

5.3 Application Tracking. UNICONS shall maintain a record of all Applications submitted to the Partner Institution and shall provide the Partner Institution with access to Application status information via the UNICONS administrative portal where technically available. Both parties shall designate a named contact person responsible for managing application correspondence and resolving queries promptly.

5.4 Student Communication. Following the submission of an Application, the Partner Institution may communicate directly with the Prospective Student regarding admissions matters, provided that UNICONS is copied into all material correspondence. UNICONS shall remain the primary point of contact for student queries regarding the application process until an unconditional offer has been accepted.

5.5 Withdrawal of Applications. A Prospective Student may withdraw an Application at any time by notifying UNICONS in writing. UNICONS shall promptly notify the Partner Institution upon receiving a withdrawal notification. Withdrawal of an Application shall not give rise to any liability on the part of UNICONS or the student, subject to the provisions of any separate enrolment agreement entered into between the student and the Partner Institution.

6.1 Data Sharing Framework. The parties acknowledge that the referral of Prospective Students necessarily involves the sharing of personal data. Each party shall act as a data controller in respect of the personal data it collects, holds, and processes in connection with this Agreement. The parties shall enter into a separate University Data Sharing Agreement which shall govern the specific terms of data sharing in compliance with UK GDPR and the Data Protection Act 2018.

6.2 Purpose Limitation. Personal data relating to Prospective Students shall be shared solely for the purpose of processing Applications for admission to the Partner Institution. Neither party shall use student personal data for any purpose inconsistent with admissions processing without the student's explicit consent.

6.3 Legal Basis. UNICONS shall ensure that it has obtained the student's freely given, specific, informed, and unambiguous consent to share their personal data with the Partner Institution prior to submission of any Application. The Partner Institution shall process shared personal data on the basis of legitimate interests in conducting its admissions processes, subject to any further conditions set out in the University Data Sharing Agreement.

6.4 Security. Both parties shall implement appropriate technical and organisational measures to ensure the security of personal data shared under this Agreement, including encryption of data in transit and at rest, restricted access controls, and regular security assessments.

6.5 Breach Notification. In the event of a personal data breach involving student data shared under this Agreement, the party experiencing the breach shall notify the other party within twenty-four (24) hours of becoming aware of the breach, and shall comply with all obligations under UK GDPR including notification to the Information Commissioner's Office within seventy-two (72) hours where required.

7.1 Permitted Use of Institution Materials. UNICONS may reference the Partner Institution's name, logo, course descriptions, and promotional materials for the purpose of marketing the Partner Institution's programmes to Prospective Students, subject to the conditions set out in this clause. Any use of the Partner Institution's branding materials shall require the prior written approval of the Partner Institution, which shall not be unreasonably withheld or delayed.

7.2 Brand Guidelines. UNICONS shall comply with the Partner Institution's brand and identity guidelines as provided in writing, including guidelines regarding logo usage, colour schemes, and messaging standards. UNICONS shall not alter, adapt, or modify the Partner Institution's logo or branding materials without express written consent.

7.3 Accuracy of Marketing Materials. All marketing materials produced by UNICONS that reference the Partner Institution shall be accurate, up-to-date, and consistent with information provided by the Partner Institution. UNICONS shall not make claims about the Partner Institution, its programmes, rankings, or outcomes that are not supported by information provided by the Partner Institution or by independently verifiable public sources.

7.4 Approval of Materials. UNICONS shall submit proposed marketing materials that feature the Partner Institution's name or branding for approval by the Partner Institution prior to publication. The Partner Institution shall respond within ten (10) business days. Where no response is received within this period, approval shall be deemed to have been granted.

7.5 Revocation of Permission. The Partner Institution may revoke permission for UNICONS to use its branding materials at any time upon fourteen (14) days' written notice. Upon revocation, UNICONS shall promptly cease use of the relevant materials and shall take reasonable steps to remove them from public circulation.

8.1 Regulatory Compliance. Each party shall comply with all Applicable Law in connection with the activities undertaken pursuant to this Agreement, including without limitation the Education (Student Loans) (Repayment) Regulations, UK Visas and Immigration rules and guidance, the Equality Act 2010, the Consumer Rights Act 2015, the Modern Slavery Act 2015, the Bribery Act 2010, and all applicable data protection legislation.

8.2 Anti-Bribery and Corruption. Neither party shall offer, promise, give, request, or accept any bribe, kickback, or improper payment in connection with this Agreement or in connection with student referrals. Both parties shall maintain adequate anti-bribery procedures in accordance with section 7 of the Bribery Act 2010. A breach of this clause shall entitle the non-breaching party to terminate this Agreement with immediate effect.

8.3 Modern Slavery. Both parties represent and warrant that they have taken reasonable steps to ensure that neither they nor their supply chains are engaged in or complicit in any form of modern slavery, forced labour, or human trafficking, in accordance with the Modern Slavery Act 2015.

8.4 Immigration Compliance. UNICONS shall not assist, encourage, or facilitate any Prospective Student in making a fraudulent, misleading, or non-genuine application for a Student Visa or any other visa category. The Partner Institution shall comply fully with its duties as a UKVI-licensed sponsor where applicable.

8.5 Quality Assurance. UNICONS shall maintain and operate a complaints handling procedure for students and shall make this available to the Partner Institution on request. Both parties shall cooperate in investigating and resolving complaints brought by students arising from referral or admissions activity under this Agreement.

9.1 Exclusion of Indirect Loss. To the fullest extent permitted by Applicable Law, neither party shall be liable to the other for any indirect, special, consequential, or punitive loss or damage arising from or in connection with this Agreement, including loss of profit, loss of revenue, loss of business, loss of reputation, or loss of anticipated savings, whether arising in contract, tort (including negligence), breach of statutory duty, or otherwise.

9.2 Cap on Liability. Subject to clause 9.3, each party's total aggregate liability to the other arising out of or in connection with this Agreement (whether in contract, tort, breach of statutory duty, or otherwise) shall not exceed the total commissions paid or payable under this Agreement in the twelve (12) months immediately preceding the event giving rise to the claim.

9.3 Uncapped Liability. Nothing in this Agreement shall limit or exclude either party's liability for: (a) death or personal injury caused by its negligence; (b) fraud or fraudulent misrepresentation; (c) any liability that cannot be excluded or limited by Applicable Law; or (d) any wilful misconduct or gross negligence.

9.4 Duty to Mitigate. Each party shall take all reasonable steps to mitigate any loss or damage it suffers or is likely to suffer as a result of any breach of this Agreement by the other party.

10.1 Initial Term. This Agreement shall commence on the Effective Date and shall continue for an initial period of twelve (12) months, unless terminated earlier in accordance with this clause.

10.2 Renewal. Following the initial term, this Agreement shall automatically renew for successive periods of twelve (12) months unless either party gives the other not less than sixty (60) days' written notice before the end of the then-current term of its intention not to renew.

10.3 Termination for Convenience. Either party may terminate this Agreement at any time upon ninety (90) days' written notice to the other party, without cause.

10.4 Termination for Cause. Either party may terminate this Agreement with immediate effect by written notice if the other party: (a) commits a material breach of this Agreement and, where the breach is capable of remedy, fails to remedy it within thirty (30) days of receiving written notice requiring it to do so; (b) becomes insolvent, enters administration or receivership, or makes any arrangement with its creditors; (c) ceases or threatens to cease to carry on business; (d) loses any regulatory licence or accreditation material to its ability to perform its obligations under this Agreement; or (e) commits a breach of the anti-bribery provisions in clause 8.2.

10.5 Consequences of Termination. Upon termination of this Agreement: (a) UNICONS shall cease to refer new Prospective Students to the Partner Institution; (b) the parties shall cooperate to ensure that Applications already in progress are concluded in an orderly manner and in the best interests of the students concerned; (c) the Partner Institution shall remain obliged to pay commissions in respect of Enrolled Students whose Applications were submitted prior to the date of termination; (d) both parties shall promptly return or securely destroy any confidential information belonging to the other party; and (e) the provisions of clauses 6, 9, 11, and 12 shall survive termination.

11.1 Confidential Information. Each party ("Receiving Party") undertakes to keep confidential all information disclosed to it by the other party ("Disclosing Party") in connection with this Agreement that is designated as confidential, or that ought reasonably to be considered confidential given the nature of the information and the circumstances of disclosure, including but not limited to commission rates, student data, business strategies, and pricing structures ("Confidential Information").

11.2 Permitted Disclosure. The Receiving Party may disclose Confidential Information only to those of its employees, directors, agents, and professional advisers who need to know it for the purposes of this Agreement and who are bound by equivalent confidentiality obligations.

11.3 Exclusions. Confidentiality obligations shall not apply to information that: (a) is or becomes publicly available other than through breach of this Agreement; (b) was already known to the Receiving Party without restriction before disclosure; (c) is independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information; or (d) is required to be disclosed by law, regulation, or order of a competent authority, provided that the Receiving Party gives the Disclosing Party as much notice as reasonably practicable before disclosure.

11.4 Duration. Confidentiality obligations shall survive termination of this Agreement for a period of five (5) years.

12.1 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.

12.2 Dispute Resolution. In the event of any dispute arising out of or in connection with this Agreement, the parties shall first attempt to resolve the dispute through good-faith negotiation. Either party may initiate the dispute resolution process by serving written notice on the other party describing the nature of the dispute. The parties shall meet (whether in person, by telephone, or by video conference) within ten (10) business days of such notice to attempt to reach a resolution.

12.3 Escalation. If the dispute is not resolved through negotiation within twenty (20) business days of the initial notice, either party may refer the matter to mediation under the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure. The costs of mediation shall be borne equally by the parties unless otherwise agreed.

12.4 Jurisdiction. If the dispute is not resolved through mediation within thirty (30) days of the appointment of a mediator, either party may refer the matter to the exclusive jurisdiction of the courts of England and Wales, to which jurisdiction both parties irrevocably submit.

12.5 Entire Agreement. This Agreement, together with any schedules, appendices, and separately executed supplementary agreements incorporated by reference herein, constitutes the entire agreement between the parties in relation to its subject matter and supersedes all prior agreements, representations, and understandings between the parties relating to that subject matter. Each party confirms that it has not relied on any representation or warranty other than those expressly set out in this Agreement.

12.6 Amendments. No amendment to this Agreement shall be effective unless made in writing and signed by authorised representatives of both parties.

12.7 Waiver. No failure or delay by either party in exercising any right under this Agreement shall operate as a waiver of that right, nor shall any single or partial exercise of any right preclude any further exercise of that right.

12.8 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

12.9 Notices. Any notice required under this Agreement shall be in writing and delivered by email with read receipt to the designated contact email address of each party, or by recorded postal delivery to the registered addresses set out at the head of this Agreement. Notices shall be deemed received on the day of transmission by email (if during business hours) or on the second business day following postal delivery.