THIS REPRESENTATIVE AGREEMENT is made on the 15-February-2024

BETWEEN

1. Western International College, PO Box 16038 Ras al Khaimah, UAE through the
establishment of the South Asia Bolton Office(SABO)
And

2. Ushine whose principal place of business is Office No 36 Plot No D-185

Industrial Area Phase No 8-B Mohali SAS Nagar Punjab 160055

OPERATIVE PROVISIONS

1. RECITALS

SABO provides higher education consultancy at both Undergraduate and

Postgraduate Degree levels in a variety of courses exclusively to the University of
Bolton (UK) programs offered at the UK campus, the UAE Academic Centre in
Ras al Khaimah, Courses offered Online by Western International College, UK and
Courses offered by Global Pathways College (GPC) in Sharjah, and wishes to
appoint the Representative as its agent to promote the courses offered by The
University of Bolton and to introduce students to such courses in accordance with the
terms and conditions of this Agreement.

2. DEFINITIONS

Unless the context otherwise requires the following terms shall have the following
meanings:

2.1 “Agreement” this Agreement, including the Schedules and

Appendix attached;

2.2 “Commencement Date” 15 February 2024

2.3 “Commission” the rate of commission specified in Schedule 2;

2.4 “Currency” pounds sterling;

2.5 “Expiry Date” 15 February 2027

2.6 “Services” the services to be provided by the

Representative pursuant to this Agreement as
set out in clause 6;

2.7 “Term” means the period from the Commencement

Date until the Expiry Date or sooner if this

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 Agreement is terminated early;

2.8 “Territory” India, Bangladesh, Nepal and Sri Lanka;

2.9 “Tuition Fee” means the tuition fee to be charged to and paid
By each student to The Referral Partner
Network in consideration of his/her undertaking
a programme of study.

3. APPOINTMENT

3.1 The SABO appoints with effect from the Commencement Date the
Representative to be the marketing agent for India to undertake the Services
for the Term in the Territory and the Representative agrees to act in that
capacity, subject to the terms and conditions of this Agreement.

3.2 If this Agreement is entered into after the Commencement Date, it will apply
retrospectively to work carried out on or after the Commencement Date.

3.3 The Representative shall not appoint any sub-agent without the prior written
approval of The SABO as detailed in Schedule 1. The Representative shall
remain liable at all times for the acts and omissions of any sub-agent
appointed by it pursuant this Agreement and shall indemnify The SABO
against any loss or damage suffered by it as a result of any breach of this
clause 3.3.

3.4 The Representative agrees that it will only represent The SABO where
necessary for the operation of this Agreement and that the Representative
can only make statements about The SABO in any type of media outlet if it
has The SABO’s prior written approval. Nothing in this Agreement, and no
action taken by the parties pursuant to this Agreement, will be deemed to
constitute a relationship between the parties of partnership, joint venture,
principal and agent or employer and employee. The Representative does not
have, nor may represent it has, any authority to act or make commitments on
The SABO’s behalf and the Representative shall indemnify The SABO
against any loss or damage suffered as a result of any breach of this clause
3.4.

3.5 The Representative agrees that, if requested by The SABO, it will promptly
provide The SABO with access at any time to its records (held in whatever
format) relating to this Agreement for the purpose of checking compliance
with this Agreement.

3.6 The parties agree to co-operate with each other in an amicable manner with
View to achieving the successful implementation of this Agreement. The
parties shall use all reasonable endeavours to negotiate in good faith and
settle amicably any dispute which arises during the continuation of this
agreement .

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4. PERIOD OF THE AGREEMENT

This Agreement shall be deemed to have commenced on the Commencement Date

and, subject to earlier termination, shall continue in force for the Term.

5. RIGHTS AND DUTIES OF THE SABO

5.1 The SABO agrees to:

5.1.1 Pay when validly due any Commission to the Representative only,
(and, for the avoidance of doubt, not any nominee of the
Representative), in accordance with Schedule 2;

5.1.2 Pay any invoice validly submitted to The SABO for the reasonable
costs incurred by the Representative on SABO behalf for any
additional activities undertaken by the Representative provided such
additional activities are prior approved in writing by The SABO;

5.1.3 Reply to correctly completed application forms from students

forwarded by the Representative within five (5) working days of receipt
in the UK during normal working periods;

5.1.4 Supply adequate marketing material, brochures, course leaflets,

posters, prospectuses, application forms and letters of introduction for
the Representatives to effectively publicise SABO;

5.1.5 Supply the Representatives with adequate briefing material concerning

the University in general, its specific departments and schools, its
academic programmes of study, costs of study and living and general
background information concerning Bolton and its surrounding areas
and all relevant information about policies and practices relating to the
admissions process (i.e. with regard to fees, deposits and visa
applications).

5.2 The SABO reserves (at its discretion) the right to refuse for any
reason whatsoever any student introduced by the Representative applying for
a programme of study at the University whereupon the Representative shall
not be entitled to the payment of any Commission in respect of any such
student.

6. DUTIES OF THE REPRESENTATIVE

6.1 During this Agreement the Representative shall:

6.1.1 At its cost actively promote and publicise The SABO’s

Courses to potential students, their parents and sponsors;

6.1.2 Adhere to the methods, policies and procedures established by the

SABO for student counselling and applications, and to ensure that any
application forms sent to SABO are complete and correct;

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 6.1.3 Ensure that it is aware of all current policies and procedures
established by the University relevant to potential students including,
without limitation, the tuition fee policy and it shall ensure potential
students are fully aware of their obligations under said policies and
procedures;

6.1.4 Not make any offer of any kind to a student applying for a place other
than to provide students with information concerning their offer
provided directly to the Representative by SABO;

6.1.5 Not make or imply an offer of a programme of study or a specific

service to any student, either directly or indirectly through any
advertisement, unless the SABO has agreed to this in writing or made
such an offer in any of its published literature;

6.1.6 Not use The SABO’s name or logo or the relationship

between The SABO and the Representative in any
publicity materials, advertisements, brochures or posters without
The SABO’s prior written agreement;

6.1.7 Not associate The SABO’s name with that of any third
party in advertisement or publicity material without The Referral Partner
Network’s prior consent;

6.1.8 Send advance copy of any such advertising or promotional literature to

the SABO in advance of publication to ensure
mutual agreement over wording and phrasing, and overall layout and
use of The University of Bolton’s logo;

6.1.9 Comply with Schedule 2 and, in particular paragraphs 3 and 4;

6.1.10 Prepares and supplies a monthly monitoring report to The Referral

Partner Network by the last calendar day of each month;

6.1.11 provide The SABO with an annual market plan

Outlining objectives and planned activities for the forthcoming year
Together with an annual report of the previous year’s activities
(if applicable) and, at the request of The SABO provide
an update to The SABO on its progress against its
annual market plan;

6.1.12 be responsible for local advertising costs that relate to generic promotion
and to raising the profile of the University of Bolton;

6.1.13 provide The SABO, within the annual marketing plan

as defined in clause 6.1.11, with coated proposals for additional
activities for the forthcoming year for consideration by SABO

6.1.14 implements any proposals agreed by both parties and to agree costs
and method of payments in advance of such activities, any activities
undertaken and costs incurred prior to approval by SABO shall be at its
own risk;

6.1.15 provide The SABO with itemised formal invoices,

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 With evidence of receipts where appropriate, for payment if requested;

6.1.17 seek prior written approval from The SABO should it wishes to impose
an administrative charge on prospective students for additional support in the
application process. In all cases irrespective of whether an administration charge is
imposed pursuant to this clause

6.1.17, the Representative undertakes to provide to the student the

additional support specified in Schedule 3;

6.1.18 not offer, give or acceptor agree to offer, give or accept any gift or
consideration of any kind as an inducement or reward for doing or
refraining to do or having done or refrained to do any act in relation to
the execution and/or on-going conduct and performance of this
Agreement;

6.1.19 not engage in any activity, practice or conduct which would constitute a
UK or foreign tax evasion facilitation offence under the Criminal
Finances Act 2017;

6.1.20 not engage in any activity likely to damage The SABO’s

professional or academic reputation and shall perform its activities under
this Agreement diligently and in doing so will at all times look after The
SABO’s interests and act dutifully, honestly lawfully and
in good faith;

6.1.21 ensure potential applicants fully disclose all relevant information,

including without limitation, any criminal convictions, visa refusals and
previous applications to study in or visit the United Kingdom;

6.1.22 comply at all times with all current UK Government immigration

Regulations and advice including, without limitation, visa requirements
and shall ensure potential students are fully aware of their obligations
under UK immigration rules and their compliance with said regulations
and guidance;

6.1.23 conduct the recruitment of applicants and to represent SABO

in a manner that which is at all times professional, ethical and responsible
and shall comply with the British Council’s Guide to Good Practice for
Education Agents, available at
https://www.britishcouncil.org/sites/default/files/guide-to-good-practice-
for-education-agents.pdf;

6.1.24 comply with all reasonable directions given by The SABO regarding the
Representative’s performance of this Agreement;

6.1.25 Indemnify The SABO and keep it fully and effectively

indemnified from and against any and all losses, claims, damages,
costs, legal fees, charges, expenses, liabilities (whether criminal or civil),
demands, proceedings and actions suffered which SABO or its

Page 5 of 22
 employees and/or agents may sustain or incur, or which
may be brought about or established against them as a result (whether
direct or indirect, and whether wholly or in part) of, or arising from any
action or omission of the Representative or its employees and/or agents
in the performance of their obligations or the exercise of any rights under
this agreement.

7. LOCAL TAXES

All rates of Commission are inclusive of value added tax, sales or other taxes if and
to the extent applicable. The Representative is responsible for any and all taxation
liability which applies under the laws of the Territory to payments made by the SABO
under this Agreement.

8. CONFIDENTIALITY

8.1 The Representative must keep the contents of this Agreement and all
information relating to the business and affairs of The SABO which the
Representative may acquire in connection with this Agreement confidential
and must not disclose any such information to any third party or use it for any
purpose other than to perform its obligations under this Agreement.

8.2 The obligations under clause 8.1 will not apply to any such information which:

8.2.1 the Representative can demonstrate is in the public domain (other

than as a result of a breach of this clause 8);

8.2.2 the Representative is obliged to disclose pursuant to a statutory

obligation;

8.2.3 is disclosed to the professional advisers, lawyers, auditors and

bankers of the Representative and those professional advisers,
lawyers, auditors and bankers are bound by a duty of confidentiality;
or

8.2.4 is disclosed with the prior express written consent of The SABO.

8.3 The obligations of confidentiality contained in this clause 8 shall continue after
expiry or termination of this Agreement howsoever occasioned.

9. DATA PROTECTION

Each party shall comply with the provisions set out in Schedule 4.

10. SUSPENSION

The SABO retains the right (at its sole discretion) to suspend with immediate effect
this Agreement and payment of any monies due thereunder if the Representative
fails to fulfil any of its obligations under this Agreement.

11. CONDITIONS FOR TERMINATION

11.1 The Agreement shall terminate with immediate effect:

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 11.1.1 Upon the Expiry Date; or

11.1.2 The Representative is in continuing or material breach of this

Agreement and such breach are incapable of remedy following
Communication to the Representative. For the avoidance of doubt,
The Representative’s failure to comply with its obligations pursuant to
clauses 3, 6, 9, 13, and/or 14 would be considered to be a material
breach of the terms of this Agreement which is not capable of remedy;

11.1.3 If the Representative (being a company) goes into liquidation either

compulsory or voluntary (save for the purposes of reconstruction or
amalgamation) or if a receiver is appointed in respect of the whole or
any part of its assets or if the Representative (being an individual)
makes an assignment for the benefit or composition with his/her
creditors generally or threatens to do any of these things or any
judgment is made against the Representative or any similar
occurrence under any jurisdiction affects the Representative; or

11.1.4 If, in the opinion of The SABO, the Representative engages in any
conduct that is prejudicial to the reputation of The SABO; or

11.1.5 if the Representative makes or accepts an offer, payment,

consideration or benefit of any kind that constitutes an illegal or corrupt
practice, either directly or indirectly as an inducement or reward in the
relation to the execution and/or on-going conduct or performance of
this Agreement; or

11.1.6 if any material change occurs in the management or control of the

Representative (being a company) and in particular any change of
directors or shareholders save in accordance with the provisions of
this Agreement or with the written consent of The SABO.

11.2 This Agreement will terminate if either of the parties gives to the other not less
than 30 days prior notice in writing to terminate for any reason whatsoever to
the other.

12. TERMINATION CONSEQUENCES

12.1 Upon termination of this Agreement howsoever arising:

12.1.1 The Representative shall forthwith return to The SABO all publicity,
promotional and advertising material and all price lists and other
information originally supplied by The SABO and then in the
possession of the Representative; and

12.1.2 Each party shall promptly pay to the other any sums due or repayable
by way of reimbursement under the terms of this Agreement; and

12.1.3 All rights and obligations of the parties shall cease to have effect
immediately except that termination shall not affect accrued rights and
obligations of the parties under this Agreement at the date of

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 termination or any express obligations in this Agreement of a
continuing nature; and

12.1.4 In the event the parties have any dealings after termination of this
Agreement, such dealings shall not be construed as a renewal of this
Agreement or a waiver of such termination unless expressly prior
agreed in writing by the parties

13 ANTI-CORRUPTION

During the period of this Agreement the Representative shall:

13.1 not offer, give or accept or agree to offer, give or accept any gift or
consideration of any kind as an inducement or reward for doing or
refraining from doing (or for having done or refrained from doing) any
act in relation to the obtaining or execution of this or any other contract
with The SABO and/or a third party or for showing or refraining from
showing favour or disfavour to any person in relation to any contract;

13.2 behave in an ethical manner in its conduct and performance of its

Obligations pursuant to this Agreement, India & UK’s current
Anti-Bribery Policy and comply with all current Indian and UK anti-
Bribery legislation

13.2 conduct its business in a manner that is compliant with the Indian,
Bangladesh, Nepal, Sri Lanka & UK’s current Anti-Modern Slavery and
Human Trafficking and all applicable anti-slavery, human trafficking,
forced or compulsory labour laws and regulations from time to time in
force, including but not limited to the Modern Slavery Act 2015; and

13.3 Use reasonable endeavours to ensure that all its employees,

contractors and/or agents who are performing services in connection
with this Agreement shall comply with the obligations in Clause 13.

14 ANTI-FACILITATION OF TAX EVASION

During the period of this Agreement the Representative shall:

14.1 not engage in any activity, practice or conduct which would constitute either:

(a) Same as above.

(b) a foreign tax evasion facilitation offence under section 46(1) of the
Criminal Finances Act 2017;

14.2 comply with its own policy and procedures as are in force from time to time as
are both reasonable to prevent the facilitation of tax evasion by another
person and to comply with clause 14.1; and

14.3 promptly report to The SABO any request or demand from a third party to
facilitate the evasion of tax in connection with the performance of the
Representative’s obligations under this Agreement.

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15 MISCELLANEOUS

15.1 Warranty

Each of the parties warrants its powers to enter into this Agreement.

15.2 Severance

If any provision of this Agreement is declared by any judicial or other competent

authority to be void, voidable, illegal or otherwise unenforceable or indications to that
effect are received by either of the parties from any competent authority the parties
shall amend that provision in such reasonable manner as achieves the original
intention of the parties or remain in full force and effect unless The SABO in The
SABO's sole and absolute discretion decides that the effect of such declaration is to
defeat the original intention of the parties, in which event The SABO shall be entitled
to terminate this Agreement by 7 days’ notice in writing to the Representative and the
provisions of clause 15.3 shall apply accordingly.

15.3 Whole agreement

Each party acknowledges that this Agreement contains the whole agreement
between the parties and that it has not relied upon any oral or written representation
made to it by the other or its employees or representatives and has made its own
independent investigations into all matters relevant to it. Nothing in this clause shall
operate to exclude any liability for fraud.

15.4 Supersedes prior agreements

This Agreement supersedes any prior agreement between the parties whether written
or oral and any such prior agreements are cancelled as at the Commencement Date
but without prejudice to any rights which have already accrued to either of the parties.

15.5 Discretion

Any decision, exercise of discretion, judgment or opinion or approval of any matter

mentioned in this Agreement or arising from it shall be binding on a party only if in
writing and shall be at its sole discretion unless otherwise expressly provided for in
this Agreement.

15.6 Change of address

Each of the parties shall give notice to the other of the change of acquisition of any
address, telephone, e-mail, facsimile, telex or similar number at the earliest possible
opportunity but in any event within 48 hours of such change or acquisition.

15.7 Notices

Any notice to be served on either of the parties by the other shall be given in writing
and shall be sent by prepaid first-class post or by e-mail or by telex or by facsimile
and shall be deemed to have been received by the addressee within 5 days of
posting or 24 hours if sent by telex or facsimile to the correct telex number (with
correct answer back) or correct facsimile number of the addressee.

Page 9 of 22
15.8 Headings

Headings contained in this Agreement are for reference purposes only and shall not
be incorporated into this Agreement and shall not be deemed to be any indication of
the meaning of the clauses to which they relate.

15.9 Joint and several

All agreements on the part of either of the parties which comprise more than one
person or entity shall be joint and several and the neuter singular gender throughout
this Agreement shall include all genders and be plural and the successor in title to the
parties.

15.10 Proper law and jurisdiction

15.10.1 This Agreement shall be governed by and construed in accordance with

Indian law and the exclusive jurisdiction of the Indian Courts, Bengaluru.

15.10.2 Any proceedings arising out of or in conjunction with this Agreement may
be brought in any court or competent jurisdiction in India.

15.10.3 The submission by the parties to such jurisdiction shall not limit the right of
The SABO to commence any proceedings arising out of this Agreement in
any other jurisdiction it may consider appropriate.

15.10.4 Any notice of proceedings or other notices in connection with or which

would give effect to any such proceedings may without prejudice to any
other method of service be served on a party in accordance with clause
15.7.

15.11 Rights cumulative

All rights granted to either of the parties shall be cumulative and no exercise by either
of the parties of any right under this Agreement shall restrict or prejudice the exercise
of any other right granted by this Agreement or otherwise available to it.

15.12 Waiver

The rights and remedies provided by this Agreement may be waived only in writing
and specifically, and any failure to exercise or any delay in exercising a right or
remedy by either party shall not constitute a waiver of that right or remedy or of any
other rights or remedies. A waiver of any breach of any of the terms of this
Agreement or of a default under this Agreement shall not constitute a waiver of any
other breach or default and shall not affect the other terms of this Agreement.

15.13 Status of the Representative

15.13.1 During the Term the Representative shall be an independent contractor

and not a servant of The SABO.

15.13.2 In such capacity the Representative shall bear exclusive responsibility for
the discharge arising out of remuneration for his/her work performed by
him/her under the Agreement.

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15.14 Costs

Each of the parties shall pay its own costs and expenses incurred by it in connection
with this Agreement.

15.15 No assignment or sub-contracting

The Representative shall not assign or sub-contract any of his/her rights or duties
under this Agreement without the prior consent in writing of The SABO and the
Representative shall remain liable for the performance of such obligations.

15.16 Rights of Third Parties

The parties to this Agreement do not intend that any of its terms will be enforceable
by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person not a party
to it.

IN WITNESS WHERE OF the parties or their duly authorised representatives have signed
this Agreement.

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 SCHEDULE 1

THE APPOINTMENT OF SUB-AGENTS

Appointment of Sub-Agents

1. In accordance with clause 3.3, the Representative shall not appoint sub-agents
without the prior written approval of The SABO and the
Representative shall remain liable at all times for the acts and omissions of any
sub- agent appointed by it pursuant this Agreement.

3. The SABO may for any reason howsoever arising withdraw approval for any third
party to act as a sub-agent pursuant to this Agreement and the Representative shall
forthwith terminate its contract with the sub-agent with immediate effect.

4. The Representative undertakes that any third party appointed by it to act as a sub-
agent shall comply with the obligations of the Representative set out in this
Agreement and diligently carry out the duties specified in clause 6.

5. The Representative will provide any sub-agent with a copy of the current
Agreement between The SABO and the Representative with the exception of
Schedule 2.

6. The SABO has no responsibility or liability for the contractual and financial
arrangements between the Representative and any sub-agent appointed pursuant
to this Agreement and such arrangements shall be exclusive to and the sole
responsibility of the Representative and the relevant sub-agent.

7. The SABO agrees that it will not work or develop any financial relationship with any
of the agents appointed pursuant to this Agreement independently of the
Representative for the Term.

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 SCHEDULE 2

THE COMMISSION

1. The Commission specified in paragraph 2 shall be payable to the Representative

within 90 days of receipt by The SABO of the required Tuition Fee deposit in full and
cleared funds from the relevant student introduced by the Representative
providing always the student has enrolled and remained at The University of Bolton
for a period of eight weeks. Provided that the student has paid university fees in full,
or The University of Bolton has confirmed and agreed a deferred payment plan.

2. Scope: all fee-paying students who study at The SABO for a period of at least two
semesters on programmes with a final qualification equivalent to HE4 or above. The
Commission rate payable per student introduced by the Representative in
accordance with paragraph 1 and accepted by The SABO on a programme of study
shall be 10% of the Tuition Fee received by The University of Bolton for 1 to 5
Students and 15% for 6 or more enrolled students per intake in respect of the first
year of the designated course upon which such students shall have enrolled subject
to the following:

a) in the event that the Representative recruits 1 or more student(s)for any one
academic session (starting in January or September of each academic year) for
a course lasting at least two semesters, the commission rate shall be 7.5% of the
Tuition Fee received by The University of Bolton in respect of the first year of the
designated course upon which each subsequent student shall have enrolled. The
order of enrolment for commission basis will be determined by the original
application date.

b) the Representative shall only be entitled to 5% of the non-refundable deposit

received for those students that enrol on a programme of study but later
withdraw during the first semester;

c) the Representative shall only be entitled to 5% of any non-refundable deposit

received for those students for a programme at HE levels 4 or above who fail to
progress from he English Foundation Programme or Access programme to their
chosen degree programme;

d) the Representative shall only be entitled to 5% of the deposit received for those
students who fail to enrol at The University of Bolton but who are not entitled to a
refund of their deposit under the terms of the Refund Policy;

f) the Commission will be withheld for those students who interrupt their studies
and will be paid once the relevant student has formally resumed their studies.
For the avoidance of doubt, if a student does resume his/her studies within 2
years of his/her initial application no commission payment will be due to the
Representative in respect of that student’s original application

g) Commission is not payable for referrals by the Representative to University of

Bolton programmes delivered off the Bolton campus; and

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 h) This agreement is not applicable to tailor made programmes at The University of
Bolton or where special fees have been negotiated; and

i) The Representative shall promptly reimburse The SABO upon demand by The
SABO any overpayment of Commission paid in accordance with the Agreement.
If the Representative fails to make any payments due under this Agreement to
The SABO, then The SABO may (at its sole discretion):

(i) charge the Representative interest on the amount unpaid at the annual rate of
4% above Bank of England base rate from time to time until the payment is
made in full (a part of a month being treated as a full month for the purpose of
calculating interest) as well as after as before judgement; and/or

(ii) Suspend this Agreement until the payment is made in full.

3. The Representative will submit the names of students, as detailed on their application
forms that they have introduced to The SABO within 6 weeks of the students’
enrolment. Failure to provide this information in full and at the correct time shall
prohibit the Representative from claiming for a Commission payment in respect of the
relevant student. The Representative warrants that the information provided pursuant
to this paragraph 3 shall be accurate and correct and the Representative shall
promptly provide such assistance and/or information as maybe required by The SABO
to verify the information provided.

4. The Representative must ensure that all application forms submitted for enrolment of
students or submitted by students, following their introduction to The SABO by the
Representative, bear a stamp or other identification of the Representative in order to
qualify for the Commission. Failure to comply with this paragraph 4 shall prohibit the
Representative from claiming for a Commission payment in respect of the relevant
student.

5. The SABO shall be entitled but not obliged at any time without notice to the
Representative to set off liability of the Representative to The SABO against any
liability of The SABO to the Representative.

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 SCHEDULE 3

STATEMENT OF ADDITIONAL SUPPORT

In providing additional support to the student, the representative shall:

- provide advice and support to students who wish to apply for programmes provided
by The University of Bolton;

- provide students with advice and information about programmes available at The
University of Bolton;

- provide advice on the admissions requirements, fee levels and other information with
respect to living and studying in the relevant institutions as provided by those
institutions;

- provide appropriate application forms and advice on how best to complete them;

- be committed to increasing the chances of students who are appropriately qualified

and able to pay for their studies to study at The University of Bolton. The
representative’s mission is not to jeopardise in any way the applications of genuine
students and will therefore not support in any way those students who do not intend
to study in Bolton or those students who are unable to demonstrate that they are able
to obtain sufficient funds for their study;

- log the application and forward to The University of Bolton. The application will be
acknowledged by The SABO within 15 days of receipt. A decision will normally be
made within 28 days.

- if the application is accepted by The SABO, an offer letter will be sent to the
representative and the representative will forward this to the student immediately
upon receipt;

- track the progress of students’ applications with The SABO through all steps and to
work with The SABO to identify and rectify any reasons for delay;

- advise about the best way in which to pay the required deposit and once this is
received by The University of Bolton, a second offer letter will be issued by The
University of Bolton and sent to The SABO, confirming that the deposit has been paid
which can then be used to obtain a visa. This letter will be passed to the student by
the representative immediately upon receipt;

- Support and advise the student in making their visa application. Please note this
service may carry an additional charge;

- advise the student about the refund policy with regard to the payment of a deposit,
and will show to all students a copy of the policy on deposit payments available on
The University of Bolton website;

- advise students on the procedures and requirements for obtaining a visa;

- keep themselves informed through up-dated information and training provided by The
SABO, the British High Commission and the British Council:

Page 15 of 22
 The representative will make best endeavours to provide accurate information and
advice. However, they do not have any direct control on the decisions made by either
the British Visa Section and therefore cannot make any guarantee of a favourable
decision.

The representative will also be responsible for promoting The University of Bolton
in India, Bangladesh, Nepal and Sri Lanka and such activities will include:

a. Placing advertisements.
b. organising promotional events for the public;
c. undertaking visits to schools and other educational institutions; and
d. Arranging interview sessions for delegates and administrating the provision of
“in-country” offer letters provided by such delegates.

Customer service issues

Any student who is dissatisfied with the service provided by the representative should
put their concerns in writing to: The Agency and Recruitment director of The SABO
[email protected]

Any student who is dissatisfied with the response should put their concerns in writing to:
Head of International, University of Bolton, [email protected]

Page 16 of 22
 SCHEDULE 4
DATA PROTECTION

1. DEFINITIONS

1.1. The following definitions apply in this Schedule:

"Controller" has the meaning set out in the Data Protection Laws;

"Data Protection Impact means an assessment of the impact of the envisaged Processing
Assessment" operations on the protection of Personal Data, as required by
Article 35 of the GDPR;

"Data Protection Laws" means (a) any law, statute, declaration, decree, directive,
legislative enactment, order, ordinance, regulation, rule or other
binding restriction (as amended, consolidated or re-enacted from
time to time) which relates to the protection of individuals with
regards to the processing of personal data to which a Party is
subject, including the Data Protection Act 2018 and the GDPR
(on and from 25 May 2018); and (b) any code of practice or
guidance published by the ICO from time to time;

"Data Protection means, in relation to any Processing under this Agreement:

Particulars"
(a) the subject matter and duration of the Processing;

(b) the nature and purpose of the Processing;

(c) the type of Personal Data being Processed; and

(d) the categories of Data Subjects.

"Data Subject Request" means an actual or purported subject access request or notice or
complaint from (or on behalf of) a Data Subject exercising his
rights under the Data Protection Laws;

"Data Subject" has the meaning set out in the Data Protection Laws;

"Data Transfer" means transferring the Student Data to, and/ or accessing the
Student Data from and/ or Processing the Student Data within, a
jurisdiction or territory that is a Restricted Country;

"EEA" means the European Economic Area;

"GDPR" means Regulation (EU) 2016/679 of the European Parliament

and of the Council of 27 April 2016 on the protection of natural
persons with regard to the processing of personal data and
repealing Directive 95/46/EC (General Data Protection
Regulation) OJ L 119/1, 4.5.2016;

"ICO Correspondence" means any correspondence from the ICO in relation to the
Processing of the Student Data;

"ICO" means the UK Information Commissioner's Office, or any

successor or replacement body from time to time;

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 "Personal Data Breach" has the meaning set out in the GDPR and, for the avoidance of
doubt, includes a breach of paragraph 3.1.3;

"Personal Data" has the meaning set out in the Data Protection Laws and for the
purposes of this Agreement, includes Special Categories of
Personal Data;

"Processing" has the meaning set out in the Data Protection Laws (and
"Process" and "Processed" shall be construed accordingly);

"Processor" has the meaning set out in the Data Protection Laws;

"Restricted Country" means a country, territory or jurisdiction outside of the European

Economic Area which the EU Commission has not deemed to
provide adequate protection in accordance with Article 25(6) of
the DP Directive and/ or Article 45(1) of the GDPR (as
applicable);

"Security Requirements" means the requirements regarding the security of the Personal
Data, as set out in the Data Protection Laws and, as appropriate,
the measures set out in Article 32(1) of the GDPR (taking due
account of the matters described in Article 32(2) of the GDPR));

"Special Categories of means Personal Data that reveals such special categories of
“Personal Data" personal data as are listed in Article 9(1) of the GDPR;
"Student Data" means the Personal Data Processed by (or on behalf of) either
Party under, or in connection with, this Agreement (as such
Personal Data is more particularly described in Appendix 1); and

"Third Party Request" means a written request from any third party for disclosure of
Student Data where compliance with such request is required or
purported to be required by law or regulation.

2. ARRANGEMENT BETWEEN THE PARTIES

2.1. The Parties shall each Process the Student Data. The Parties acknowledge that the factual
arrangement between them dictates the classification of each Party in respect of the Data
Protection Laws.

2.2 Notwithstanding paragraph 2.1 the Parties anticipate that each Party shall act as a Controller in
respect of the Processing of Student Data by them, acting individually and in common with the
other Party as follows:

2.1.1. The Representative shall be a Controller where it is Processing the Student Data in
relation to its relationship with the Students; and

2.2.1 The SABO shall be a Controller where it is Processing the Representative’s Student
Data in relation to the recruitment of Students to its Programmes and its overall
relationship with the Student.

2.3 Each of the Parties acknowledges and agrees that Appendix 1 to this Schedule 4is an accurate
description of the Data Protection Particulars.

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2.4 If either Party is deemed to be a joint Controller with the other in relation to the Student Data, the
Parties shall be jointly responsible for the compliance obligations imposed on a Controller by the
Data Protection Laws, and the Parties shall co-operate to do all necessary things to enable
performance of such compliance obligations save that each Party shall be responsible, without
limitation, for compliance with its data security obligations set out in paragraph 3.1.3 where
Student Data has been transmitted by it, or while Student Data is in its possession or control.

2.5 Subject to paragraph 2.3, each Party shall ensure that:

2.5.1 they are not subject to any prohibition or restriction which would prevent or restrict them
from disclosing or transferring the Student Data to the other in accordance with the terms
of this Schedule 4; and

2.5.2 all fair processing notices have been given (and/or, as applicable, consents obtained),
including in relation to any Special Categories of Personal Data, and are sufficient in scope
to allow the Parties:

2.5.2.1 to access and Process the Student Data, as required and envisaged under
this Schedule 4;

2.5.2.2 to disclose or transfer the Student Data (or relevant Student Data as applicable)
to other third parties, in accordance with the terms of this Schedule 4; and

2.5.2.3 to disclose the Student Data to the other in accordance with the Data Protection
Laws.

Contact Details

2.6 The Parties each acknowledge and agree that they may need to Process Personal Data
relating to each Party's representatives (in their respective capacities as Controllers) in
order to (as appropriate): (a) administer and perform their respective activities and
obligations under this Agreement; (b) compile, dispatch and manage the payment of
invoices relating to financial arrangements agreed under this Agreement; (c) manage this
Agreement and resolve any disputes relating to it; (d) respond and/or raise general queries
relating to this Agreement; and (e) comply with their respective regulatory obligations.

2.7 Each Party shall Process such Personal Data relating to each Party's representatives for the
purposes set out in paragraph 2.6 in accordance with their respective privacy policies. The
Parties acknowledge that they may be required to share Personal Data with their affiliates,
group companies and other relevant parties, within or outside of the country of origin, in
order to carry out the activities listed in paragraph 2.6, and in doing so each Party will
ensure that the sharing and use of this Personal Data complies with applicable Data
Protection Laws.

3. DATA CONTROLLER OBLIGATIONS

3.1 During the term of this Agreement each Party acknowledges that it has obligations under
applicable Data Protection Laws including, without limitation, to:

3.1.1 complying with the Data Protection Laws;

3.1.2 ensuring that all Student Data disclosed or transferred to, or accessed by, the
other Party is accurate and up-to-date; adequate, relevant and not excessive
to enable the other Party to Process the Student Data as envisaged under
this Schedule 4;

3.1.3 ensuring that appropriate operational and technical measures are in place to
safe guard against any unauthorised or unlawful Processing of Student Data
disclosed to it by the other Party (the “Discloser”) and against accidental loss
or destruction of, or damage to, Student Data disclosed to it by the Discloser;

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3.1.4 promptly, and in any event within forty-eight (48) hours of receipt of any Data
Subject Request or ICO Correspondence, notify the other Party in the event
that it receives a Data Subject Request or ICO Correspondence in relation to
the Processing of Student Data disclosed to it by the Discloser under, or in
connection with, this Schedule 4;

3.1.5 not disclosing any Personal Data received from the Discloser in respect of
any request made under paragraph 3.1.4 without consulting with the
Discloser, save that neither Party shall act in any manner as to put the other
Party at risk of breaching its obligations under the Data Protection Laws;

3.1.6 promptly, and in any event with in forty-eight (48) hours, notify the other Party
in writing upon becoming aware of any actual or suspected breach of
Personal Data disclosed to it by the Discloser;

3.1.7 promptly, and in any event within forty-eight (48) hours, notify the other Party
in writing upon becoming aware of any actual or suspected breach of
Personal Data disclosed by it to the other Party; and

a. implements any measures necessary to restore the security of

compromised Student Data; and

b. support the other Party to make any required notifications to the ICO
and affected Data Subjects; in respect of paragraphs 3.1.6 and 3.1.7;

3.1.8 taking reasonable steps to ensure the reliability of any personnel who have
access to the Student Data disclosed to it by the Discloser;

3.1.9 holding the information contained in the Student Data confidentially; and

3.1.10 not doing anything which shall damage the reputation of the Discloser or the
Discloser’s relationship with the Data Subjects.

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 APPENDIX 1 – DATA PROTECTION PARTICULARS

The subject matter and The performance of each Party’s obligations

duration of the under this Agreement.
Processing
The duration is for the duration of the services to
be carried out by the Parties pursuant to this
Agreement.
The nature and purpose To allow for the recruitment of Students to
of the Processing Programmes of The SABO and to allow each
Party to fulfil its obligations under this
Agreement
The type of Personal Data
being Processed  Title
 First name(s);
 Last name;
 Date of birth;
 UCAS ID;
 Address – home;
 University ID;
 Nationality;
 Email address;
 Telephone number(s);
 Academic qualifications;
 Marital status;
 Passport information;
 Visa information;
 Photograph;
 Progression data;
 Course data

Special Categories of Personal Data that may

be shared

 Health data;
 Disability data;
 Sexual orientation data;
 Race;
 Ethnic origin;
 Criminal convictions and criminal
offences data

The categories of Data Students applying for places on The SABO

Subjects Programmes pursuant to the terms of this
Agreement

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