European-American University™

This is an agreement between the Overseas Representative (hereafter “the Agent” or "the representative"), and European-American University (hereafter “the Institution”).

This agreement is drawn up based on the recommendations and sample clauses provided by the British Council. The word "course" should be understood synonymously with the word "program" where the latter term is in current usage.

Appointment of agent
The Institution hereby appoints the agent to advise potential students on course entry requirements and on their applications generally and shall, if requested by the Institution, administer aptitude or such other tests as from time to time be required and carry out other investigations into the ability of applicants to benefit from, and succeed on, the courses for which they are applying subject to the terms and conditions herein contained. The agent shall not have any authority whatsoever, whether express or otherwise, to make any offer of a place to any student or students or to suggest to the student or students that the Institution will offer a place to the student. For the avoidance of doubt, the agent shall have no authority whatsoever to enter into any agreement or contract which may bind the Institution. The Institution is under no obligation to make any offers to applications referred to it by the agent and shall be entitled to reject any or all of the applications.

Confidentiality
The agent agrees that it will at all times (both during the term of this Agreement and after its termination) keep confidential, and will not use (other than strictly for the purposes of this Agreement) and will not without the prior written consent of the Institution disclose to any third party any confidential information as defined herein. Confidential information is defined as information of a confidential nature (including trade secrets and information of commercial value) known to the Institution and concerning the Institution and the Products and communicated to the agent by the Institution.

Acting in good faith
The agent shall at all times act towards the Institution conscientiously and in good faith and comply with all reasonable and lawful instructions of the Institution and not to allow its interests to conflict with the duties that it owes to the Institution under this Agreement and the general law.

Immigration
No program for which an agent will contract with European-American University involves study on campus in another country. All programs are delivered by distance learning. The agent may not represent otherwise or make any claim regarding immigration to another country in respect of any program contracted with European-American University.

Agents wishing to represent programs on-campus in other countries that are validated by European-American University must contract directly with the University's International Partners for this purpose, and not with the University.

Payment of commission
In respect of each student registered on a program at the Institution, who pays the full students’ fee, following an introduction to the Institution via the agent, the Institution shall, upon receipt from the student of the total tuition fee, pay to the agent a percentage of the fee as may be mutually agreed. In the event that the student’s fee is reduced by reason of a fee waiver, scholarship or otherwise, the commission payable shall be calculated on the reduced amount paid by the student. The commission shall only be payable upon the provision of an invoice by the agent providing details of the students recommended by the agent to the Institution and the Institution shall thereafter endeavour to process the invoice for payment as soon as possible. The institution shall only be obligated to pay the commission once it has received the tuition fees from the relevant student.

For the avoidance of doubt, if the student enters into any Spread Payment facility, the agent’s commission will only be paid when the total tuition fee has been received.

References and applications
For every student that is referred to the Institution by the agent, the agent shall be responsible for ensuring that the student provides two references to the Institution, one of which should  be from a previous institution of education such as a high school, college etc. which the student has attended. The agent must ensure that reasonable steps are taken to check that the references and other evidence supplied with the application are genuine and must inform the Institution at the first available opportunity if there is any evidence of fraud or malpractice.

Intellectual property
The agent acknowledges that the Institution's rights to the intellectual property used on or in relation to the Institution business and the goodwill connected with that are the Institution’s property. The agent accepts that it is only permitted to use the intellectual property for the purposes of and during the term of this Agreement and only as authorised by the Institution and that it will not use any trade mark or trade names or get-up which resemble the Institution's trade marks or trade names or get-up and which would therefore be likely to confuse or to mislead the public or any section of the public.

Deemed Termination
This Agreement shall be deemed to be terminated with immediate effect upon the occurrence of any one or more of the following events:


Compliance with local laws and regulations
The agent shall ensure that it complies with the laws applicable to any and all jurisdictions in which it conducts business and shall obtain all necessary permits, licences, permissions or approvals necessary and advisable for its business in those jurisdictions. The Institution shall provide such assistance as is reasonable to assist the agent to obtain the necessary approvals, licences, permits or permissions.

Expenses and liability
The agent is responsible for its own expenses throughout the execution of this agreement. No expenses will be covered by the Institution unless the Institution has given prior written approval. No indemnification of the agent against loss, expense and liability is offered by the Institution.

The agent is not required to visit the Commonwealth of Dominica at any time for the purposes of this agreement. Any visit undertaken shall be at the agent’s sole expense.

Student complaints
Where the agent becomes aware of a complaint by any student of the Institution it shall forward details of this complaint to the Institution as soon as is reasonably possible, in order that the Institution may investigate the complaint swiftly. This will be done according to the Institution's complaints procedure as given in its Student Charter.

Entire Agreement
This Agreement constitutes the entire agreement and understanding between the parties and no variation of it shall be effective unless in writing signed by or on behalf of both parties.

Waiver
The waiver by any party of any breach of any term of this Agreement shall not prevent the subsequent enforcement of that term and shall not be deemed to be a waiver of any subsequent breach.

Jurisdiction and choice of law
This Agreement shall be governed by the Law of the Commonwealth of Dominica and the parties hereto hereby submit to the jurisdiction of the Eastern Caribbean Supreme Court.

Replacement of previous agreements or arrangements
This Agreement supersedes and replaces all previous agreements, arrangements and understanding (if any) between the parties but shall not prejudice any rights which may already have accrued thereunder to any party.

Termination
This Agreement may be terminated by either party on service of 30 days notice of termination. The Institution undertakes to reimburse the agent for commission earned as a result of students who are introduced during the notice period and who enrol then or subsequently.

Service of Notice
All notices hereunder shall be served personally or by airmail post at such address as may be given by such party to the other for the service of notices. Any such notice shall be deemed sufficiently given if it is proved that the same has been duly committed to the post in a properly addressed and prepaid envelope. Notices sent by airmail post shall be deemed served five days after posting. Notices served personally shall be deemed served forthwith upon delivery.

Non agency or partnership
Nothing in this Agreement shall constitute or be deemed to constitute a partnership between the Institution and the representative or to constitute the representative as an agent of the Institution and accordingly the representative have no power to enter into any contract on behalf of the Institution nor issue any offers whether in writing or orally to potential students or applicants and shall indemnify and keep the Institution indemnified against any loss or damage suffered as a result of any breach of this clause whether arising directly or indirectly.