The following are the Terms and Conditions governing the MSBM Agreement with current and prospective Branches and Agents.
In this agreement the following terms shall have the following meanings:
a. The Principal is the Metropolitan School of Business & Management FZE.
b. "Confidential Information" means all information that may be imparted in confidence or be of a confidential nature relating to the business or prospective business, plans or internal affairs of the Principal.
c. "Intellectual Property" means all trademarks or applications for any such marks, trade names, patents or applications for the grant of any such patents, know-how, being technical or otherwise, copyright or designs belonging to the Principal.
d. "The Territory" means Worldwide.
a. The Principal appoints the Partner for the Principal for the sale of the courses in the Territory.
b. The Partner shall solicit and obtain students to enrol in courses on the Principal's behalf in accordance with prices specified by the Principal.
c. The Principal reserves the right to vary the specification and/or the price of the services and to withdraw services from and/or add services to the range of courses.
d. The Principal reserves the right to sell directly to customers and to appoint other Partners in the Territory.
e. The Partner is permitted to promote itself as an authorized Partner of the Principal providing all terms and conditions mentioned in the agreement are adhered to.
a. The parties are neither owners of each other's Organization nor is this a joint venture of both Organizations. The Partner is not an employee of the Principal.
b. The Partner shall be solely responsible for payment of all wages, salaries, national insurance, PAYE (or equivalents in any jurisdiction) and payments to be made in respect of its employees, if any, and hereby grants the Principal an indemnity in respect of any claim or loss the Principal may suffer in respect of such matters.
The Principal agrees with the Partner throughout the term:
a. To act dutifully and in good faith
b. To inform the Partner within a reasonable time, the acceptance or refusal of the Application, of any Student which the Partner has enrolled.
c. To register the students (subject to the given deadline) in accordance with the Courses they have applied for and to ensure that such registrations:
- Are invoiced at the current price list or other pricing policy of the Principal as notified to the Partner
- Are registered promptly.
d. To provide students with an adequate after-registration service by providing assistance in relation to their courses e.g. course outline, enrolment, locations; as advised by the Principal.
e. To support the Partner in promoting and advertising the Courses in the Territory in such manner as it considers appropriate and to supply the Partner with sufficient course information, marketing information and brochures as necessary.
f. To inform the Partner of any price changes.
g. To provide and promptly update information about the Courses and specifically to notify the Partner of any variations in the specification of the Courses or any changes in the range of Courses.
The Partner agrees with the Principal throughout the term:
a. To protect and promote the interests of the Principal and to act dutifully and in all good faith.
b. Not to be concerned or interested either directly or indirectly in the supply of services that is similar to or competitive with the services of the Principal.
c. To use all reasonable commercial efforts to obtain students for the Principal in the Territory.
d. That the services performed under this Agreement shall be performed using reasonable skill and care, and of a quality conforming to generally accepted industry standards and practices.
e. Not to pledge or use the credit of the Principal.
f. Not to make any representations, warranties or guarantees to students in respect of the Services except where specifically authorized in writing by the Principal.
g. Not to use the Intellectual Property of the Principal other than in accordance with this Agreement.
h. To keep the Principal informed of any improper or wrongful use in the Territory of the Intellectual Property of the Principal and not to cause or permit anything which may damage or endanger such Intellectual Property.
i. To maintain proper records and/or sales reports in relation to the sale of the Services and to supply to the Principal from time to time upon request, records and/or sales reports and other information relating to the Business and to comply with all reasonable instructions given by the Principal.
j. To comply with all applicable laws and requirements of any governmental or regulatory authority applicable to the Business.
The Principal will provide the Partner with content and images to enable them to successfully market the service.
a. Details of all students acquired by the Partner shall be forwarded to the Principal.
b. Students will only be accepted once a first installment has been made for their course.
c. Invoices shall only be provided by the principal and copies made available to the Partner.
d. The Principal shall have the right to refuse any Application on any grounds but shall advise the Partner in writing within fourteen days of receipt of an Application of its reason for non-acceptance.
a. The Partner shall ensure that their enrolled students pay their fee in time in order to be registered on the MSBM Learning Portal.
b. The Partner shall send the Principal a sales statement on a monthly basis on the 28th day of every month.
c. The Partner must inform the Principal of all potential students to ensure consistent follow up
d. The Partner shall not be entitled to reimbursement from the Principal of any out of pocket expenses incurred by the Partner in connection with his duties and responsibilities under this Agreement.
This Agreement shall continue until terminated by either party given to the other, in writing not less than one month's notice to coincide with the end of the calendar month.
This Agreement shall terminate forthwith upon service of written notice to that effect in any of the following circumstances:
a. If either party ceases to be able to pay its debts in the ordinary course of its business, or enter into an arrangement with its creditors
b. If the Partner enters into an Agreement of any kind with any of the Principal's competitors
c. If either party commits a breach of any of the Terms or Conditions of this Agreement and the breach (if capable of remedy) is not remedied within thirty days of being notified to do so by the other party
d. If the Partner goes into liquidation either compulsory or voluntary or if a receiver is appointed in respect of all or any of its assets.
a. The Partner shall be entitled to commission only in respect of registration of students obtained by them and handed over to the Principal before the date of termination and not in respect of registrations handed over to the Principal after that date.
b. On the expiry or other termination of this Agreement the Partner undertakes to return to the Principal, at the Principal's expense, all Products, product information, samples, publicity promotional and advertising material, marketing and technical information and course notes which are in the Partner's possession.
c. For the avoidance of doubt the Partner shall have no right to any compensation upon termination of this Agreement.
d. Commission shall not be paid to the Partner after the date of Termination of the Agreement.
a. The Partner undertakes not to divulge or allow to be divulged, at any time during the course of or following termination of this Agreement, any Confidential Information relating to the services, including business affairs of the Principal to any third party without the consent of the Principal.
a. Neither party shall be liable to the other for any failure to perform any obligation under this Agreement which is due to an event beyond the control of such party including, but not limited to, an act of God, war, insurrection, riot, and civil unrest, act of civil or military authority. Any party affected by such event shall forthwith inform the other party of the same in writing and shall use all reasonable endeavours to comply with the terms of this Agreement.
b. Where such event renders performance impossible for a continuous period of not less than six months, the other party shall be entitled to terminate this Agreement by serving one week's notice in writing.
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