PARTNER TERMS AND CONDITIONS

Ivy Education operates a client introduction scheme under which a Referral Fee may be payable for the introduction of a client of which Ivy Education were not previously aware, for services provided by Ivy Education and invoiced.

In submitting any client to Ivy Education, an Introducing Party agrees to be bound by these Terms and Conditions. All Terms and Conditions are subject to change at the discretion of Ivy Education Limited.

Definitions

1.1. In this Agreement unless the context otherwise requires:

"Client" means any parent, guardian or student who books and pays for services provided by Ivy Education

"Acquire" or "Acquired" means the client has registered with Ivy Education and made payment for tuition, consultancy or any other paid services.

“Introducing Party” also referred to as “Partners” means an individual or corporate entity who shall introduce a client to Ivy Education and who shall satisfy the eligibility requirements set out in clause 2;

“Placement” refers to a relationship between a nominated Ivy Education representative and the client to complete the requested services.

“Ivy Education” means IVY EDUCATION LIMITED (Co. Regn. No. 7203395) whose registered office is situated at Chapel House, 1 Chapel Street, Guildford, Surrey GU1 3UH.

“Referral Fee” means the percentage of the total amount invoiced (excluding VAT) to a client that has been introduced to Ivy Education by an Introducing Party.

“Client Referral Agreement” refers to the document emailed to you upon invitation to this Partner Referral scheme.

1.2. The headings to clauses are inserted for convenience only and shall not affect the interpretation or construction of this Agreement.

1.3. Words imparting the singular shall include the plural and vice versa. Words imparting a gender include every gender and references to persons include an individual, company, corporation, firm or partnership.

1.4. The words and phrases "other", "including" and "in particular" shall not limit the generality of any preceding words or be construed as being limited to the same class as any preceding words where a wider construction is possible.

1.5. References to any statute or statutory provision shall include (i) any subordinate legislation made under it (ii) any provision which it has modified or re-enacted (whether with or without modification) and (iii) any provision which subsequently supersedes it or re-enacts it (whether with or without modification).

Eligibility

2.1. To be eligible to receive a Referral Fee an Introducing Party must satisfy the following criteria

2.1.1. The Introducing Party shall have been invited by Ivy Education to join the Client Referral scheme by signing and returning the Client Referral Agreement.

2.1.2. Ivy Education is not already aware of the client at the time the introduction is made and they are not a current or previous Ivy Education client.

2.1.3. The introducing Party is transparent in discussing their relationship with the client to Ivy Education.

2.2. Referral Fee payments are eligible on specific services. These include, but are not limited to tuition, assessments and consultancy services.

Introduction

3.1. In order to qualify for payment of a Referral Fee the Introducing Party shall submit the following in writing (by email) to an Ivy Education Representative, with the approval and consent of the client.

3.1.1. Name, address, email address and telephone number for the Introducing Party

3.1.2. Name and contact details for the Client plus any further details to help Ivy Education follow up and acquire the client.

3.2. Any introduction must be acknowledged in writing (by letter or email) by an Ivy Education Representative. Evidence of this acknowledgement may be requested by Ivy Education prior to payment of the ongoing Referral Fee.

3.3. Ivy Education may reject any client which has been introduced to it at its sole discretion and shall have no obligation to give reasons for not pursuing a transaction.

3.4. The Introducing Party shall comply with all relevant laws and regulatory requirements of England and Wales.

3.5. The Introducing Party warrants and undertakes:

3.5.1. to comply with the Ivy terms and conditions https://www.ivyeducation.co.uk/terms-and-conditions/ .

3.5.2. that it is introducing the client in good faith and with the knowledge and consent of the client

3.5.3. to comply with all applicable laws and regulatory requirements relating to anti-bribery and anti-corruption (including, for the avoidance of doubt, the Bribery Act 2010) and that it has not and will not offer, make, promise or authorise any payment of money or gift of anything of value, either directly or indirectly, in connection with any or any transactions involving Ivy Education or an Ivy Education affiliate to any Government Official; or to any person or entity when such offer, payment, transfer, or promise would be for an improper purpose; or to any other person or entity while knowing that any portion of those payments or transfers will be offered, made, or promised, either directly or indirectly, to such persons;

3.5.4. that it has not and will not offer, make, promise or authorise any facilitating financial payments or other advantage of any kind to the persons referred to in clause 3.5.3 above.

Payment of Referral Fee

4.1. Ivy Education shall pay the Referral Fee to the Introducing Party at its discretion provided always that the following conditions are met:

4.1.1. The Introducing Party has fully complied with these Terms and Conditions and has provided reasonable information and assistance to Ivy Education to enable Ivy Education to establish that this is the case.

4.1.2. The results of all due diligence checks carried out by Ivy Education in respect of the Introducing Party are satisfactory to Ivy Education in its absolute discretion.

4.1.3. Ivy Education is not already aware of the client at the time the introduction is made.

4.1.4. A client introduced by the Introducing Party is subsequently Acquired by Ivy Education within 12 months of the introduction. For the avoidance of doubt, this will entail the client requesting a service from Ivy Education and approving the nominated Ivy Education representative to carry out the requested Placement in the agreed timeframe.

4.1.5. Ivy Education shall first have received payment from the Acquired client for tuition, consultancy or other eligible paid services.

4.1.6. Upon receipt of any client invoices eligible for referral payment, Ivy Education shall notify the Introducing Party of the agreed commission.

4.1.7. The Introducing Party shall be required to issue an invoice from the Introducing Party to Ivy Education in respect of the Referral Fee. If this is not possible, Ivy Education will raise an invoice on behalf of the Introducing Party.

4.1.8. Any invoices submitted by the Introducing Party to Ivy Education must be compliant with Ivy Education’s reasonable requirements otherwise Ivy Education shall be entitled to reject the invoice and request that the invoice be re-submitted to Ivy Education in the required format.

4.2. For the avoidance of doubt no Referral Fee shall be paid if conditions outlined at clause 4.1 have not been complied with in their entirety.

4.3. Payment of the Referral Fee shall only be made to an Introducing Party and shall be made by BACS payment in the same manner as regular service payments. No payment will be made in cash under any circumstances.

4.4. Where an introduction does not lead to a client being Acquired by Ivy Education within 12 months of the introduction but that is subsequently Acquired (whether as a result of another introduction by another party or otherwise) the original Introducing Party shall not be entitled to receive a Referral Fee.

4.5. Once referral payments have invoiced by the Introductory Party to Ivy Education by email and approved by the Ivy Education team, the Referral payment will be made on or before the 28^th day of the following month.

4.6. Ivy Education reserves the right to recover the commission from the Introducing Party should Ivy Education need to refund any fees to the client.

Confidentiality

5.1. The Introducing Party shall not use the name or logo of Ivy Education in any advertising or publicity unless given express written permission by Ivy Education.

Data Protection

6.1. Each representative of Ivy Education and the Introducing Party warrants that it has complied, and shall continue to comply, with the requirements of the Data Protection Act 1998 and all other data protection legislation in any jurisdiction relevant to the exercise of any rights or the performance of any obligations pursuant to these Terms and Conditions.

6.2. Any personal data that the Introducing Party provides to Ivy Education for the purpose of applying for a Referral Fee will be used only for the purposes of assessing, processing and Acquiring the client and for the recording of the Referral Fee, and may, for these purposes, be shared within the Ivy Education team.

Governing Law, Termination and Dispute Resolution Procedure

7.1. These Terms and Conditions, and any issues or disputes arising out of or in connection with them shall be governed by and construed in accordance with English Law.

7.2. Ivy Education reserves the right to terminate the “Partner Referral Agreement” with any Introducing Party without giving any reason or justification with immediate notice. Ivy Education will notify the “Introducing Party” by email when rescinding the invitation to be a member of the “Partner Referral Agreement”. All terms of this “Partner Referral Agreement” will remain in place up until this termination email has been sent.

7.3. All Introducing Parties shall have the right to withdraw from the “Partner Referral Agreement”. For the Introducing Party to withdraw, an email must be sent from the Introducing Partner to Ivy Education. For the purpose of clarity, withdrawing from the “Partner Referral Agreement” removes obligation from Ivy Education to continue paying ongoing or future Referral Fee payments.

7.3. All disputes and claims arising out of or relating to these Terms and Conditions shall be subject to the exclusive jurisdiction of the English Courts, to which Ivy Education and the Introducing Party irrevocably submit.

Official Partners

8.1 Ivy Education agrees to pay its Official Partners commission of:

8.1.1. 10% of the total invoiced amount (excluding VAT and any other items like disbursements), up to a value of £9,999 in any given month, Ivy Education sends to any client that the Official Partner refers on presentation of an invoice by the Official Partner to Ivy Education, OR

8.1.2. 15% of the total invoiced amount (excluding VAT and any other items like disbursements) Ivy Education sends to any client referred after 1^st February 2021 once the Official Partner’s referred clients generate over £10,000 of revenue in any given month, on presentation of an invoice by the Official Partner to Ivy Education.

8.1.3. The commission will be paid on a monthly basis in arrears (i.e., once Ivy Education has received payment from the client). Ivy Education reserves the right to recover the commission from Official Partner should Ivy Education need to refund any fees to the client.

8.2. Official Partners agree to pay 10% of the total invoiced amount (excluding VAT and any other items like disbursements) sent out to any of its clients that Ivy Education refers to the Official Partner on presentation of an invoice by Ivy Education to the Official Partner.

8.3. Each of Ivy Education and the Official Partner agrees to feature their respective Logo and URL on their respective websites.

8.4. This agreement can be terminated by either party at any time on giving the other party one month’s written notice.