International Agency Agreement - Uppingham School by uppinghamschool1584

Uppingham School

International Agency Agreement

The School’s address: Uppingham School, Uppingham, Rutland, LE15 9QD

Agent's name: ................................................................................................................................................. Name of contact at Agent (if required): ............................................................................................. Agent's address: ............................................................................................................................................. ................................................................................................................................................................................. Agent's telephone number: ..................................................................................................................... Agent's email address: ................................................................................................................................ Territory: .............................................................................................................................................................

Signature: .......................................................................................................................................................... (Signed by – for and on behalf of the School) Name (print): .................................................................................................................................................. Position: ............................................................................................................................................................. Date: ...............................................................................................................................................................

Signature:........................................................................................................................................................... (Signed by – for and on behalf of the Agent) Name (print): ................................................................................................................................................... Position: .............................................................................................................................................................. Date: ............................................................................................................................................................... This agreement is dated: .......................................................................................................................

International Agency Agreement 2021

Parties 1. Uppingham School, a charitable company limited by guarantee registered in England and Wales with registered charity number 1147280 and company number 8013826, whose registered office is at High Street West, Uppingham, Rutland, LE15 9QD (the School). 2. The individual or company whose name and contact details are set out on the first page of this agreement (the Agent). . Background The School is an independent co-educational boarding school in Uppingham. The School wishes to appoint the Agent as a non-exclusive agent to provide Pupil Recruitment Services (defined below) within the Territory. Agreed terms 1 Definitions 1.1 The definitions and rules of interpretation in this clause apply in this agreement.

Commission: shall have the meaning specified in clause 6.1.

Confidential Information: information of a confidential nature concerning the School or Pupils.

Data Protection Legislation: the Data Protection Act 2018, the Privacy and Electronic Communications (EC Directive) Regulations 2003, the UK-GDPR (United Kingdom General Data Protection Regulation), all applicable laws and regulations concerning data protection and privacy in any jurisdiction where Pupil and Parent Personal Data is held or processed by the Agent, and all applicable laws and regulations relating to the processing of Pupil and Parent Personal Data and privacy, including where applicable the guidance and codes of practice issued by the UK ICO’s Information Commissioner.

Deposit: the deposit payable by Parents of Potential Pupils on acceptance of a place.

Fees: the net fees published from time to time on the School's fees list, payable to the School for the first full academic year of a Pupil's attendance at the School, as set out in the Parent Contract. The Fees are calculated after any remission has been granted to the Pupil for a scholarship. The Fees do not include any additional payments made in respect of a Pupil such as payments for optional activities or services (school trips, extra tuition etc) or deposits.

Guardian: the UK based guardian appointed by the Parent to act on their behalf, who will be responsible for the Pupil or Potential Pupil during their time in the UK, and who may provide the Pupil or Potential Pupil with a place to live during school holidays or periods of illness.

Initial Term: a period of twelve (12) months following the date of this agreement.

International Agency Agreement 2021

Intellectual Property Rights: all intellectual property rights, whether registered or unregistered, including copyright, trade marks and rights in goodwill, including all applications and rights to apply for and be granted, renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which subsist, or will subsist, now or in the future in any part of the world.

Parent: a person who is legally responsible, either individually or jointly, for a Potential Pupil or a Pupil.

Parent Contract: the contract between the School and the Parent(s) of a Pupil under which the School agrees to provide education services to that Pupil.

Personal Data: has the meaning set out in the Data Protection Legislation.

Potential Pupil: a child that the Agent identifies as meeting the Pre-requisite Criteria and therefore suitable for enrolment as a Pupil.

Pupil: a pupil at the School.

Pupil and Parent Personal Data: Personal Data (including Personal Data about Parents, Pupils and Potential Pupils) processed by the Agent in connection with the Pupil Recruitment Services or in the performance of services that are ancillary to its Pupil Recruitment Services, or otherwise processed by the Agent under, in connection with, or arising out of this agreement.

Pupil Recruitment Services: the services to be provided by the Agent under this agreement being the recommendation to the School of Potential Pupils in the Territory who meet the Pre-requisite Criteria.

Pre-requisite Criteria: the criteria which any Potential Pupil must meet, in that they wish to join (and are of appropriate age to join) the School in year 9, 10 or 12, are sufficiently strong academically, appropriately fluent in English, keen to be involved effectively in the busy life of a full boarding school, and willing and able to contribute in extracurricular fields such as music, sport and art.

Registration Fee: the fee charged by the School for the registration of a Potential Pupil as a Pupil.

Reports and Assessments: the reports and assessments provided and carried out by the Agent in respect of any entrance testing, or the requirement to satisfy enrolment criteria, in respect of a Potential Pupil.

School IPR: all Intellectual Property Rights and goodwill owned by or licensed to the School, including in the School's name, crest, logos and promotional material.

Tax means any tax, including VAT or any other sales or use tax, and any other applicable taxes in the Territory; and Taxes shall be construed accordingly.

International Agency Agreement 2021

Territory: the geographical area in which the Agent will carry out the Pupil Recruitment Services, as stated on the first page of this agreement.

UKVI: UK Visas and Immigration, part of the Home Office, or any organisation to which its obligations regarding immigration to the UK may be delegated subsequently.

VAT: value added tax.

1.2 Any words following the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms. 1.3 A reference to writing or written includes email. 1.4 All sums referred to within this agreement (including the Fees) are exclusive of VAT (and all applicable Taxes). All payments to the School under this agreement must be made without withholding or deduction of, or in respect of, any Taxes unless required by law. If any such withholding or deduction is required by law, the payment to which the withholding or deduction relates, must be paid to the School together with such additional amount so as to ensure that the School receives the same total amount that it would have received if no such withholding or deduction had been required. 2

Data Protection

2.1 If the Agent processes any Personal Data on the School’s behalf when performing its obligations under this agreement, the parties record their intention that the School shall be the data controller (as defined in the Data Protection Legislation) and the Agent shall be a data processor (also as defined in the Data Protection Legislation) and in any such case the Agent shall:

(a) maintain at all times an appropriate notification under the Data Protection Legislation (where required);

(b) only carry out processing of any such personal data on the School’s documented instructions from time to time;

(c) take and/or implement all appropriate technical and organisational measures against unauthorised or unlawful processing of such personal data, and against accidental loss, alteration or destruction of, or damage to, such personal data, and ensure the security of such data at all times (and the Agent shall promptly inform the School if any personal data are lost, altered or destroyed or becomes damaged, corrupted or unusable and shall (at its own expense) take such steps as the School may reasonably require to restore the personal data to its original condition);

(d) not modify, amend or alter the contents of such personal data other than as strictly necessary for the purposes of providing the Pupil Recruitment Services;

International Agency Agreement 2021

(e) not disclose or permit the disclosure of any such personal data to any third party (including a data subject) unless specifically authorised in writing by the School;

(f)

(g) only transfer such personal data to countries outside the United Kingdom that ensure an adequate level of protection for the personal data and the rights of the data subject and in any event only with the express prior written authorisation of the School which may be granted subject to such conditions as the School deems necessary in its sole discretion;

(h) not do anything, nor permit anything to be done, which might jeopardise or contravene the terms of any data protection notification of the School; and

(i) on termination of this agreement or any earlier termination of the Agent’s right or obligation to process personal data, and as otherwise directed by the School, the Agent shall either:

only use and process such personal data in accordance with the terms of this agreement and in compliance with the provisions of the Data Protection Legislation, and only then to the extent absolutely necessary for and in connection with the provision of the Pupil Recruitment Services to the School, and for no other purpose whatsoever;

i. ii. iii.

destroy the personal data and all copies thereof; transfer the personal data to the School or such other third party as the School may direct; or archive the personal data subject to agreement on terms of archiving including costs.

2.2 If the Agent receives any complaint, notice or communication which relates directly or indirectly to the processing of personal data or to compliance by it or the School with the Data Protection Legislation (including requests from data subjects for the exercising of their statutory rights), it shall promptly notify the School and shall provide the School with full co-operation and assistance in relation to any such complaint, notice or communication. 2.3 The Agent shall provide all reasonable assistance to the School, having regard to the nature of processing and the information available to the Agent, in order to assist the School to comply with its obligations under the Data Protection Legislation (including the notification of a personal data breach to the Information Commissioner’s Office and to the data subject(s) affected, and the preparation of data protection impact assessments, where appropriate). 2.4 The Agent shall keep and provide to the School on request a record of the Agent's use of the personal data and processing activities and shall make available to the School all information necessary (and allow for and contribute to audits or inspections) to demonstrate compliance with the Agent's data processing obligations set out in this agreement.

International Agency Agreement 2021

2.5 The Agent shall promptly provide all assistance and information which is requested by the Information Commissioner’s Office or any other supervisory authority and shall immediately notify the School of any request that it receives from the Information Commissioner’s Office or any other supervisory authority for assistance or information, unless prohibited by relevant law. 2.6 The Agent shall take reasonable steps to ensure the reliability of all its employees or other representatives who have access to the personal data and shall ensure that all such persons:

(a) are informed of the confidential nature of the personal data before they gain access to it;

(b) have committed themselves to confidentiality obligations or are under an appropriate statutory obligation of confidentiality; and

2.7 The Agent agrees to indemnify (and keep indemnified) the School against all costs, expenses and liabilities arising from the Agent’s breach of its obligations under this Clause 2. 2.8 The School shall ensure that it is entitled to make the relevant personal data available to the Agent so that the Agent may lawfully use and process such personal data in accordance with this agreement on the School’s behalf. 2.9 The Agent shall not engage any third party to carry out processing on the School's behalf without the School's prior written consent, and only then on terms which replicate this Clause 2. The Agent shall remain fully liable to the School for any acts or omissions of such third parties. 2.10 Nothing in this agreement shall relieve the Agent from its own compliance with Data Protection Legislation or any liability in relation to the same. 3 Appointment 3.1 The School appoints the Agent as a non-exclusive agent to provide Pupil Recruitment Services within the Territory on the terms of this agreement and the Agent accepts such appointment. 3.2 The Agent's role is to introduce Potential Pupils to the School. The Agent shall not conclude contracts for the enrolment of Potential Pupils at the School (including any Parent Contracts) and the School is not obliged to accept a Potential Pupil for enrolment.

International Agency Agreement 2021

3.3 If desired, the School may: 3.3.1 appoint any other person as its agent, representative or franchisee for Pupil Recruitment Services (or any similar services); or 3.3.2 recruit Potential Pupils itself (both within and outside of the Territory) without reference to the Agent. 4

Agent's obligations

4.1 The Agent shall:

4.1.1 advertise and promote the School within the Territory to Potential Pupils and Parents, and promptly comply with all lawful and reasonable instructions of the School concerning any marketing activities;

4.1.2 act towards the School conscientiously and in good faith and not allow its interests to conflict with its duties to the School;

4.1.3 except as expressly authorised by the School in writing, not act in a way which will incur any liabilities on behalf of the School;

4.1.4

4.1.5 promote the reputation of the School to Potential Pupils and their Parents with all due care and diligence and seek to increase the School's goodwill;

during the course of carrying out Pupil Recruitment Services, be permitted to collect on behalf of the School the Registration Fee and the Deposit (but no monies other than the Registration Fee and the Deposit), which the Agent shall transfer to the School in full, in pounds sterling and without any deduction, set off or counterclaim as soon as possible, and in any event within [5 working days] of the Agent’s initial receipt of such payment. A breach of this clause 4.1.4 constitutes a material breach of this agreement;

4.1.6 only refer Potential Pupils that it considers are suitable for enrolment at the School, and who satisfy the Pre-requisite Criteria, and any other criteria supplied by the School from time to time;

4.1.7

4.1.8

take such steps so as to satisfy itself that the Parents of all recommended Potential Pupils are of sufficient financial standing so as to be able to meet in full the fees and all additional charges for the entirety of the Potential Pupils’ education at the School; take such steps so as to verify the source of the funds which will be used to make payment of the Fees to the School, so as to assist the School in complying with its obligations under the United Kingdom's anti-money laundering and counter terrorist financing legislation in force from time to time;

4.1.9 assist the School in the translation of Reports and Assessments;

International Agency Agreement 2021

4.1.10 keep the School fully informed of its activities concerning the promotion of the School and provide the School with reports on request;

4.1.11

inform the School promptly of any complaint, concern or expression of dissatisfaction it receives which relates to the School or the Pupil Recruitment Services, including Data Protection Legislation related issues as highlighted in clause 2.2;

4.1.12 not take part in any dispute or commence or defend any court or other dispute proceedings or make any admission concerning any such proceedings without prior reference to the School;

4.1.13 ensure it is sufficiently familiar with the School and its education services, practices and procedures to enable the Agent to discharge its obligations under this agreement accurately and to the fullest extent;

4.1.14 collect from Potential Pupils all information and documents needed by the School for it to confirm Potential Pupils' eligibility for enrolment at the School;

4.1.15

promptly answer any queries raised by the School, in the School's performance of its obligations in respect of the UKVI, and shall provide such other assistance as the School may reasonably require in connection with the same;

4.1.16

at its own expense obtain and maintain appropriate professional indemnity insurance with a reputable insurance company, of an amount adequate to support its liabilities under this agreement (including the provision of Pupil Recruitment Services in the Territory), and ensure that such insurance policy remains in effect throughout the duration of this agreement;

4.1.17 indemnify the School against any liabilities incurred by the School as a result of the Agent breaching any law or engaging in activities not authorised by the School in this agreement.

4.2 The Agent shall not, without the School's prior written consent, make or give any representations, warranties or other promises concerning the School beyond those contained in the promotional material supplied by the School. 4.3 The Agent shall use its reasonable endeavours to support the School and enable the School to comply with its legal and contractual obligations to meet UKVI requirements.

International Agency Agreement 2021

The School's obligations

5.1 The School agrees during the term of this agreement to supply to the Agent such sales literature and other information (including details of the School's entry requirements) as the Agent may from time to time reasonably require to enable it properly and efficiently to discharge its duties under this agreement. 5.2 The School will not act as Guardian for any Pupil or Potential Pupil. The School may provide the Agent with information regarding guardianship agencies, which the Agent may pass on to Parents. However, the School provides this information without liability and makes no representation as to the quality of the services provided by any guardianship agency, and unless the School is found to be negligent which directly causes death or personal injury, the School will not be liable for any loss or damage arising from the use of this information. 6 Commission and payments 6.1 Subject to the provisions of this Clause 6 and the Agent performing its obligations under this agreement, the School shall pay to the Agent the commission, which shall equal ten percent (10%) of the amount of Fees received by the School in cleared funds in respect of the Pupil's first academic year at the School (the Commission). 6.2 The Agent shall become entitled to Commission in respect of each Potential Pupil introduced to the School by the Agent provided that:

6.2.1 the Agent is the effective cause of the Potential Pupil's introduction;

6.2.2 the Potential Pupil or Parent(s) (or their representatives) had not submitted an application to the School prior to the Agent first notifying the School of the Potential Pupil's interest; and

6.2.3 the School has received:

(i) the Fees in full in cleared funds (where the Fees are payable in full in advance); or (ii) the relevant termly instalment of the Fees in cleared funds (where the Fees are payable in termly instalments) before the first day of the relevant term, in accordance with the relevant Pupil’s Parent Contract. 6.3 Subject to clause 6.4, where the Fees are paid by termly instalments, one third of the Commission shall become due to be paid to the Agent when the relevant termly instalment is received by the School in cleared funds. Where the Fees are not paid by termly instalments, the School shall make payment of the Commission to the Agent in three equal instalments on receipt of a termly invoice from the Agent for such amount and provided the relevant Fees have been received by the School in cleared funds.

International Agency Agreement 2021

6.4 The School shall pay the relevant portion of any Commission owed to the Agent in pounds sterling within 30 days following the School's receipt of: (i) the Agent's termly invoice; or (ii) payment of the termly instalment of the Fees (where Fees are payable in termly instalments), whichever is later. 6.5 Nothing in this clause 6 shall oblige the School to pay to the Agent the Commission, or any part thereof, on any fees charged by the School under the Parent Contract in lieu of notice, where the Pupil leaves the School on less than a term’s notice. 6.6 Each party shall keep separate records of all enquiries received and transactions conducted by the Agent on the School's behalf and shall permit the representatives of the other party at all reasonable times to inspect all such records and to take copies thereof. 6.7 The Agent shall retain the records referred to in clause 6.6 only for as long as is reasonably necessary. 6.8 The Agent shall be liable for all costs, expenses and charges incurred by it in performing this agreement and the Agent's only remuneration from the School shall be the Commission. However, subject to clause 4.1.2, nothing in this agreement shall restrict the Agent from receiving remuneration from the Parents in respect of its performance of services that are ancillary to its Pupil Recruitment Services (e.g. assisting Parents or Guardians with the translation of documents, or making guardianship arrangements on their behalf relating to Potential Pupils). 6.9 Subject always to Clause 6.2, if the School has appointed two or more agents within the Territory, the School shall have complete discretion to decide what is equitable in the circumstances, save that nothing shall require the School to pay more than the amount otherwise payable if only one Agent were involved. 6.10 For the avoidance of doubt, the maximum amount of time on which Commission will be payable is in respect of a Pupil's first academic year at the School. Where a Pupil referred by the Agent does not attend the School for a full academic year, the Commission paid to the Agent by the School shall be reduced by a pro-rata amount to reflect the point at which the Pupil left the School within the first academic year. 7

Advertising and promotion

7.1 The Agent shall advertise and promote the School to Potential Pupils and their Parents provided that the manner and location of the advertising and promotion is approved in writing by the School. 7.2 The School reserves the right to advertise and promote the School to Potential Pupils and their Parents anywhere in the world.

International Agency Agreement 2021

Compliance with laws and regulations

8.1 The Agent shall obtain any licences, registrations, permits or approvals necessary or advisable in connection with the Pupil Recruitment Services and shall comply with all applicable laws, including the Bribery Act 2010. 8.2 The Agent shall not engage in any conduct which would constitute an offence under the Bribery Act 2010, if such conduct had been carried out in the United Kingdom and shall not do, or omit to do, anything which may cause the School to be in breach of, or commit an offence under, the Bribery Act 2010. 8.3 The Agent confirms that it has read, and shall comply with, the School's Prevention of Bribery Policy, which may be updated by the School from time to time. 8.4 The Agent warrants that it will fully comply with the Data Protection Legislation regardless of whether the Data Protection Legislation applies to the Agent under law. 8.5 The Agent shall give the School as much advance notice as possible of any changes in laws applicable to the Pupil Recruitment Services in the Territory. 9

Intellectual property

9.1 The Agent acknowledges that all School IPR is the School's property and the Agent shall at the request and expense of the School take all steps as the School may reasonably require to assist in maintaining the School IPR. 9.2 Any Intellectual Property Rights in anything created by the Agent or on behalf of the School or by the School with the assistance of the Agent in connection with the Pupil Recruitment Services belong to the School. To the extent that such School IPR is not already owned by the School, the Agent hereby assigns it to the School. 9.3 The School grants the Agent a non-exclusive, non-transferable, revocable licence to use the School IPR only to promote the School to Potential Pupils and their Parents in accordance with this agreement. Any goodwill derived from the use of School IPR by the School or the Agent accrues to the School. 9.4 The Agent shall not do, or permit to be done, any act which would weaken School IPR, or remove, alter or tamper with any trade marks or trade names supplied by or on behalf of the School. 9.5 The School may enforce School IPR in any jurisdiction.

International Agency Agreement 2021

10 Duration and termination

10.1 This agreement shall come into effect on the date of this agreement and shall continue until terminated in accordance with clauses 10.2 or 10.3.

10.2 Either party may terminate this agreement on 3 months' prior written notice to the other party, such notice to expire no earlier than the expiry of the Initial Term.

10.3 The School may terminate this agreement immediately at any time (including during the Initial Term), without liability to the Agent if:

10.3.1 the Agent commits a material breach of any term of this agreement and fails to remedy that breach (if remediable) within a period of 14 days of being notified; 10.3.2 the Agent repeatedly breaches any of the terms of this agreement in such a manner that is inconsistent with the Agent having the intention or ability to give effect to the terms of this agreement; or 10.3.3 the Agent suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due, or enters into an insolvency process that is likely to affect the operation of its business.

Effects of termination

11.1 On termination of this agreement:

11.1.1

the Agent shall cease to promote, market or advertise the School or describe itself as an agent of the School and shall cease to use School IPR; and

11.1.2

the Agent shall at its own expense within 30 days return to the School all advertising, promotional or sales material relating to the Pupil Recruitment Services then in its possession of the Agent.

11.2

Termination shall not affect the operation of such clauses which explicitly or impliedly survive termination.

International Agency Agreement 2021

12 Confidentiality 12.1 The Agent agrees that it shall at all times keep confidential, and shall not use (other than for the purposes of this agreement), any Confidential Information unless that information was public knowledge at the time of disclosure, subsequently becomes public knowledge other than by breach of this agreement, or is required to be disclosed in order to comply with a noncontractual legal obligation. All documents and other records containing Confidential Information acquired by the Agent from the School shall be returned promptly to the School on termination of this agreement, and no copies shall be kept. 13 Notices 13.1 Any notice required to be given under this agreement shall be in writing and in English, and shall be delivered personally, sent by email, or sent by signed for delivery or by commercial courier to each party required to receive the notice at its address as set out in this agreement. 13.2 This clause 13 shall not apply to the service of any proceedings or other documents in any legal action. 14 General 14.1 This agreement constitutes the entire agreement between the parties and supersedes any and all previous agreement(s) between the parties relating to the subject matter. Nothing in this clause 14 shall limit or exclude any liability for fraud. 14.2 Except as expressly provided, nothing in this agreement is intended to, or shall be deemed to, establish any partnership between the parties, nor authorise the Agent to make or enter into commitments for or on behalf of the School. 14.3 No failure or delay by either party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. 14.4 A person who is not a party to this agreement shall not have any rights under it, and shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement. 14.5 This agreement and any dispute or claim arising in connection with it shall be governed by English law. The courts of England and Wales shall have nonexclusive jurisdiction to settle any dispute that arises in connection with this agreement. 14.6 The parties acknowledge and agree that the Commercial Agents (Council Directive) Regulations 1993 shall not apply to this agreement or the services to be provided by the Agent.

International Agency Agreement 2021

14.7 If this Agreement is translated into any language other than English, the English language version shall prevail. This agreement has been entered into on the date stated at the beginning of it.

International Agency Agreement 2021

Uppingham School Uppingham, Rutland LE15 9QE United Kingdom Switchboard: +44 (0)1572 822216 Admissions: +44 (0)1572 820611 admissions@uppingham.co.uk www.uppingham.co.uk

Version 05.21

Uppingham School is a charitable company limited by guarantee registered in England and Wales. Company number 8013826. Registered Charity number 1147280. Registered Office: High Street West, Uppingham, Rutland LE15 9QD