An AGREEMENT between

and

InTuition Languages Ltd, 106 Alton House, 27-31 Grange Road, Darlington, DL1 5NA, UK

InTuition Languages Ltd values the Educational Tour Operators who promote our courses. We believe that good business relationships depend on clear mutual understanding and effective communication. We look forward to a long and mutually profitable business relationship.

Educational Tour Operator

1. The above-named Agency (hereafter referred to as the ETO) wishes to buy courses from InTuition Languages Ltd (hereafter referred to as ITL) to offer to its Clients, and ITL agrees to sell such courses to the ETO in line with the ETO Principles of Cooperation, which are outlined in the ETO Handbook (available separately).
2. It is agreed that the ETO will present the interests of ITL in the geographic area noted below this section. This agreement does not provide exclusivity of territory. ITL and the ETO will keep private any confidential information they learn about the other as a result of their business relationship. The obligation to do so will survive the termination of this agreement to cooperate.
3. ITL will not solicit the ETO’s Clients for other programmes or any sales independently of the ETO. However, this term does not restrict ITL’s ability to advertise or promote its courses generally. ITL promotes its programmes through its website and via other means of electronic recruitment, e.g. social media. Applications to the school generated from these sources directly from a student in the ETO’s geographic territory without involvement of the ETO are not eligible for any ETO discounts.
4. ITL will provide the ETO with sufficient stocks of ITL information materials, including information on the school, study programmes, and eligibility for study to ensure that the ETO is able to provide to its Clients details of what to expect from the service that is delivered by ITL. The ETO will give reasonable notice when requesting further supplies of such materials.

The ETO agrees to:

1. Keep ITL fully informed of any developments in the above geographic region that might affect ITL.
2. Use their professional endeavours to represent the best interests of ITL and maintain its good reputation.
3. Maintain and inform ITL of accurate and up-to-date business contact details.
4. Follow the rules and guidelines in the InTuition Languages’ ETO Handbook.
5. Recognise that this agreement gives the ETO no authority to enter into other business agreements on behalf of ITL.

InTuition Languages Ltd (ITL)

The ETO is permitted to use all ITL brand-names, logos etc. for promotional purposes, provided that samples of any materials to be distributed (in printed or electronic format) incorporating the ITL brand name or logos are submitted to ITL for approval, prior to being used. The ETO will ensure that ITL names and logos used by it are used appropriately and that no damage is done to the reputation of the name(s). The permitted use of the branding and logos confers no rights of ownership. If this agreement to cooperate is terminated, no further use may be used of the names, branding or of any materials incorporating the names or logos.

Terms and Conditions

1. The ETO will sell ITL courses to its Clients subject to the stated Terms and Conditions.
2. The ETO shall ensure that all application forms submitted by the ETO to ITL are complete and bear the agreed identification of the ETO. All applications must:
   1. Provide the student’s home address and not list the representative's address as the student's contact information.
   2. Indicate the student’s plans for accommodation if not requiring ITL accredited accommodation.
   3. Have all fields completed in full. Where a field is not applicable it must be marked as such.
3. The ETO shall disclose all relevant Client information to ITL. ITL reserves the right to assess the suitability, authenticity and accuracy of all applications and to deny entry onto the school's programmes if the applicant is deemed unsuitable for the course due to any physical or mental illness, condition or disability that is not disclosed on the application.
4. The ETO will provide timely information updates on visa applications and any other situations that may delay scheduled arrival or prevent students from starting and/or completing booked courses.

Invoicing

1. ITL agrees to sell its courses to the ETO at a price – the ‘net price’ – based on its published brochure price minus the relevant agreed wholesale discount, according to the table set out below. Accordingly, ITL will invoice the ETO for the net price for any courses booked by it, and the ETO is responsible for invoicing and the collection of fees from the Client. Any on-site extensions will be paid at the ETO commission rate but any students formerly from an ETO who, for whatever reason, are counselled by ITL will be commissioned at the standard rate of 15%.

The net prices applicable to ITL courses are as follows:

The price at which the ETO sells ITL courses is a matter for the ETO to decide. ITL recommends that the ETO sells ITL courses at a price in line with the gross brochure price.

Payment of fees

1. On receipt of the course application and any required supporting documentation, letters of confirmation are sent with a Net Invoice, which should be settled by the ETO by the stated Due Date. Please note

that a Client may not be permitted to start the course unless full payment has been received by ITL ahead of the Client’s intended start date.

2. In the event of a visa refusal, paid fees are refundable, provided that the stipulated notifications and documentary evidence have been submitted by the ETO in a timely manner, as stated in ITL’s Terms and Conditions. If, in exceptional circumstances, a ‘brochure price’ refund is made to a student, being above the value of the discounted fees received by ITL, any discount previously applied to the ETO on the fees shall be repaid to ITL.
3. In order to ensure levels of credit and risk are balanced between the ETO and ITL, the ETO undertakes to settle an invoice with ITL directly upon receiving a payment from a Client for an ITL course. The ETO recognizes the principle that a Client is buying, albeit indirectly, an individual ITL product; as such, the ETO undertakes to match individual Client payments to respective ITL invoices.

Validity of Agreement

1. This agreement is valid from the date stated below.
2. This agreement may be terminated by either party given three months’ notice in writing. In the event of a breach of guidelines ITL reserves the right to terminate this agreement immediately and without notice.
3. Either party may terminate this agreement if the other commits a material breach of its obligations under the terms of this agreement and has failed to rectify the same after having been given due notice of this in writing.
4. Either party may terminate this agreement immediately by written notice if the other party becomes insolvent, bankrupt, is liquidated, has a receiver (or equivalent) appointed, seeks to enter into any arrangements to protect it from its creditors, or if its members or creditors petition for a winding up or liquidation.

General

1. These terms constitute the entire understanding between the parties with respect to the subject matter of this agreement and supersede all prior arrangements between the parties regarding this.
2. This contract is made between the ETO and ITL only. No third party (including, but not limited to, any Client) shall have any rights under this Contract, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
3. Information on all courses at all centres can be found in ITL’s promotional materials and on the website. In placing a booking with ITL, ETOs are assumed to have understood and greed to ITL’s Terms and Conditions , and to have explained these to Clients for whom you have bought courses. Please contact us with any queries.

Jurisdiction

1. The construction, validity and performance of this agreement shall be governed in all respects by the Laws of England and Procedures of ITL. The ETO agrees to submit to the jurisdiction of the Courts of England and Wales in the event of dispute.