Governed by the laws of England and Wales

Effective date: 01 October 2026

Contents

1. Introduction and Acceptance
2. Definitions
3. Changes to this Agreement
4. Appointment and Status of Recruitment Partner
5. Recruitment Partner Obligations
6. Prohibited Conduct
7. Students Who Are Minors
8. Due Diligence and Identity Verification
9. International Ethical Recruitment Standards: The London Statement and the AQF
10. UK Sponsor Guidance: CAS Agent Reporting and Student Transparency
11. Fees: Transparency to Students and Institutions
12. The Agent Partner Portal
13. Applications
14. Commission
15. Circumstances Where No Commission Is Payable
16. Invoicing and Payment of Commission
17. Expenses and Taxes
18. Confidentiality
19. Data Protection and Privacy
20. Intellectual Property
21. Non-Competition and Non-Solicitation
22. Representations and Warranties
23. Indemnification
24. Disclaimers
25. Limitation of Liability
26. Term
27. Suspension
28. Termination
29. Effect of Termination
30. Local Law and Regulatory Compliance
31. General Provisions
32. Contact
Schedule 1: Privacy Policy

1. Introduction and Acceptance

These Recruitment Partner and Counsellor Terms and Conditions (the "Agreement") are entered into between BESA Group - British Educational Services Group Limited, a company registered in England and Wales under company number 13253818, with its registered office at Princes Road, Parkway Business Centre, Parkway 2, Manchester, M14 7HR, United Kingdom (together with its affiliates, "BESA", "we", "us" or "our") and the individual or entity identified on the applicable registration form ("you", "Recruitment Partner" or "Counsellor"; together with BESA, the "Parties").

By electronically accepting, signing, submitting a registration form, or otherwise acting as a Recruitment Partner or Counsellor in connection with the Agent Partner Portal, you confirm that you have read, understood, and agree to be bound by this Agreement, including Schedule 1 (Privacy Policy), together with any other policies, guidelines, and training materials referred to in it or made available to you through the Agent Partner Portal from time to time (together, the "Policies"), all of which form part of this Agreement.

This Agreement governs your appointment to identify, advise, and refer prospective Students to Partner Institutions, including Partner Institutions holding a Student sponsor licence issued by UK Visas and Immigration (“UKVI”), and your use of the Agent Partner Portal.

You confirm that you have full legal capacity to enter into this Agreement and, where acting on behalf of an organisation, that you are duly authorised to bind that organisation. If you do not agree to this Agreement, you must not access the Agent Partner Portal or represent yourself as a BESA Recruitment Partner or Counsellor.

Enquiries regarding this Agreement should be directed to agent.support@besaeg.com.

2. Definitions

2.1 "Agent Partner Portal" means the online portal operated by or on behalf of BESA and made available to Recruitment Partners and Counsellors, through which Student applications are submitted and managed and through which the Commission Schedule, Commission information, the Policies, and related tools and communications are made available, together with any successor or replacement system.

2.2 "AQF" means the UK Agent Quality Framework, a sector-wide initiative developed by the British Council in partnership with the British Universities’ International Liaison Association (BUILA), the UK Council for International Student Affairs (UKCISA), and Universities UK International (UUKi), setting standards for the ethical, professional, and transparent engagement of education agents and counsellors by UK Student sponsors.

2.3 "BESA Commission" means the commission or other recruitment fee that a Partner Institution pays to BESA in respect of a Student’s enrolment, calculated by reference to Net Tuition Fees in accordance with BESA’s own commercial agreement with that Partner Institution.

2.4 "BESA Services" means the recruitment, application-processing, advisory, and related services made available by BESA through the Agent Partner Portal.

2.5 "CAS" means a Confirmation of Acceptance for Studies issued by a Student sponsor in accordance with the Immigration Rules and current Home Office Student Sponsor Guidance.

2.6 "Commission" means the amount payable to you by BESA, calculated as the Partner Share of BESA Commission actually received by BESA, in accordance with Section 14 (Commission) of this Agreement.

2.7 "Commission Schedule" means the schedule published on the Agent Partner Portal, as updated from time to time in accordance with Section 14.6, that sets out for each Partner Institution and Territory the applicable Partner Share, Payment Thresholds, any volume-based increases, and the Programmes that are Excluded Programmes.

2.8 "Content" means all information, materials, branding, text, data, and other content made available on or through the Agent Partner Portal.

2.9 "EU GDPR" means the General Data Protection Regulation (Regulation (EU) 2016/679), as administered within the European Union’s data protection legal framework overseen by the European Commission.

2.10 "Excluded Programme" means a Programme, or category of Programme, for which the relevant Partner Institution does not pay BESA Commission at all, which, unless notified otherwise by BESA, includes as a minimum: Doctor of Philosophy (PhD) and other doctoral research degrees; Doctor of Business Administration (DBA); Medicine (including all undergraduate and postgraduate medical degrees); Dentistry; Nursing; and any other Programme or Partner Institution that BESA identifies to you, from time to time, on the Agent Partner Portal or the Commission Schedule as non-commissionable. Some Partner Institutions do not pay BESA Commission on some Programmes even where the same or a similar Programme is commissionable at another Partner Institution, and Excluded Programme status is accordingly determined on a Partner-Institution-by-Partner-Institution basis.

2.11 "London Statement" means the Statement of Principles for the Ethical Recruitment of International Students by Education Agents and Consultants, agreed on 16 March 2012 under the Roundtable on the Integrity of International Education.

2.12 "National Code" means the National Code of Ethical Practice for UK Education Agents referred to in the AQF.

2.13 "Net Tuition Fees" means the tuition fees actually paid by a Student to a Partner Institution for a Programme, after deducting any scholarship, discount, bursary, fee waiver, or refund applied by the Partner Institution, and excluding any application fee, deposit not applied against tuition, accommodation fee, or other non-tuition charge.

2.14 "Partner Institution" means a school, college, university, language centre, or other education provider that has an agreement with BESA to receive Student applications through the Agent Partner Portal, including, where relevant, a UK Student sponsor.

2.15 "Partner Share" means the percentage of BESA Commission that BESA pays to you under this Agreement, as set out in the Commission Schedule, which varies by Territory and Partner Institution and may be adjusted in accordance with Section 14.3 (Volume-Based Increases).

2.16 "Programme" means a course of study, degree, diploma, certificate, foundation, pathway, language, or other educational programme offered by a Partner Institution.

2.17 "Sponsor Guidance" means the Home Office Student Sponsor Guidance (as amended and republished from time to time), including the requirement that a Student sponsor must record agent details on a CAS where an agent has been used in the recruitment of the sponsored Student.

2.18 "Student" means a prospective or current student whom you identify, advise, or refer to a Partner Institution, or whose application is submitted through the Agent Partner Portal.

2.19 "Study Destination Country" means the country in which the relevant Partner Institution and Programme are located.

2.20 "Term" has the meaning given in Section 26 (Term).

2.21 "Territory" means the country or region specified on your registration form as your principal area of operation, unless otherwise agreed with BESA in writing.

2.22 "UK GDPR" means the UK General Data Protection Regulation as it forms part of domestic law by virtue of section 3 of the European Union (Withdrawal) Act 2018, together with the Data Protection Act 2018.

3. Changes to this Agreement

We may update this Agreement from time to time by posting a revised version on the Agent Partner Portal. Except where a change is required immediately by law, by a change to Sponsor Guidance or the AQF, or to protect the security or integrity of the Agent Partner Portal, we will provide at least 30 days’ notice of material changes. Your continued use of the Agent Partner Portal after a change takes effect constitutes your acceptance of that change. If you do not agree to a change, you may terminate this Agreement in accordance with Section 28 (Termination).

We may also change, suspend, or discontinue any part of the BESA Services, the Agent Partner Portal, or the Content at any time, including pricing, features, and availability, without liability to you.

4. Appointment and Status of Recruitment Partner

Subject to your compliance with this Agreement, BESA appoints you, on a non-exclusive basis, to identify, advise, and refer prospective Students within your Territory who are interested in applying to Programmes offered by Partner Institutions.

This appointment does not grant you any exclusivity. BESA may appoint other Recruitment Partners or Counsellors in the same Territory, and may pursue Students directly, at any time and without notice to you.

Your relationship with BESA is that of an independent contractor. Nothing in this Agreement creates a partnership, joint venture, agency in the general legal sense, or employment relationship between the Parties. You have no authority to bind BESA or any Partner Institution, make representations on their behalf, or incur any obligation in their name, except as expressly set out in this Agreement.

The Parties acknowledge that this Agreement concerns the recruitment of Students for educational Programmes, and not the negotiation or sale of goods, and it is accordingly the Parties’ intention that the Commercial Agents (Council Directive) Regulations 1993 do not apply to this Agreement. If a court or tribunal of competent jurisdiction finally determines that those Regulations do apply, only the minimum protections mandatorily required by those Regulations will apply, and all other provisions of this Agreement will continue in full force and effect to the fullest extent permitted by law.

BESA reserves the right, in its sole discretion, to accept, reject, or place conditions on any application for registration as a Recruitment Partner or Counsellor, and to suspend or terminate your registration in accordance with this Agreement.

Your appointment under this Agreement extends only to Partner Institutions and Programmes for which BESA has a live commercial agreement covering your Territory at the relevant time. BESA does not warrant that every Partner Institution, Programme, or Study Destination Country listed on the Agent Partner Portal is available, or commissionable, in every Territory, and availability may change without notice. Where a Student you refer applies to a Partner Institution, Programme, or Study Destination Country not covered by a BESA agreement applicable to your Territory at the time of application, BESA is under no obligation to accept the application or pay Commission in respect of it.

5. Recruitment Partner Obligations

In performing your role under this Agreement, you agree to:

- promote Partner Institutions and their Programmes honestly, accurately, and with integrity, using only materials that are current, approved, and provided or authorised by BESA;
- identify and advise Students in an honest, ethical, and professional manner, and act at all times in the best interests of the Student;
- provide Students, before they submit an application, with clear and accurate information about the relevant Partner Institution, the Programme, tuition fees, scholarship opportunities, refund policies, entry requirements, and the general costs and requirements of living and studying in the relevant Study Destination Country;
- disclose to Students, in writing, any fees that you charge them directly and the services those fees cover, before the Student agrees to engage you;
- only assist Students whose primary purpose in applying is genuine, full-time study, and never suggest to a Student that a study visa may be used for another purpose;
- ensure that all documents and information submitted on behalf of a Student are complete, authentic, and accurate, and take reasonable steps to verify original supporting documents;
- obtain the Student’s informed written consent before sharing their personal information with BESA or a Partner Institution, and promptly notify BESA if a Student withdraws that consent;
- where a Student is a minor, comply with Section 7 (Students Who Are Minors);
- respond promptly and accurately to requests from BESA for information, reports, or documentation relating to your Students and your activities under this Agreement;
- be fully responsible for the acts and omissions of your employees, sub-agents, contractors, and any other person acting on your behalf in connection with this Agreement; and
- keep up to date with, and comply with, the Policies, the AQF, and any training requirements published by BESA from time to time.

6. Prohibited Conduct

You must not, and must ensure that your employees, sub-agents, and contractors do not:

- make any guarantee or promise to a Student regarding admission, scholarship, or visa outcomes, or otherwise represent an outcome that is not within your control;
- represent yourself as an employee, office, or authorised representative of a Partner Institution, or use a Partner Institution’s name, logo, or branding without BESA’s prior written consent;
- knowingly assist a Student to submit false, altered, or fraudulent documents or information;
- knowingly recruit a Student who has expressed an intention to transfer to another institution shortly after enrolment, or otherwise act to undermine a Student’s genuine study intentions;
- charge Students fees that are unreasonable, inconsistent with standard practice in your Territory, or misrepresented as being a university, government, or official platform fee, contrary to Section 11 (Fees);
- contact a Partner Institution directly regarding a Student application or any other matter connected with this Agreement, without BESA’s prior written consent;
- provide immigration or visa advice to a Student unless you are appropriately qualified and, where required by the law of your Territory or of the relevant Study Destination Country, authorised or registered to do so; or
- engage, or knowingly work with, any sub-agent or counsellor notified to you by BESA as blocklisted or otherwise prohibited from acting in connection with the Agent Partner Portal.

A breach of this Section 6 is a material breach of this Agreement and may result in immediate suspension or termination under Sections 27 and 28.

7. Students Who Are Minors

Where a Student is under the age of 18 (or the age of majority in their home jurisdiction, if lower), you agree to:

- communicate with, and obtain consent from, the Student’s parent(s) or legal guardian(s) at every material stage of the advisory and application process;
- provide accurate information about guardianship, homestay, or boarding arrangements required by the relevant Partner Institution;
- comply with any BESA safeguarding policy issued from time to time, and immediately report to BESA any safeguarding concern that arises in connection with a Student who is a minor; and
- never contact or engage with a minor Student in a manner that circumvents parental or guardian involvement.

8. Due Diligence and Identity Verification

BESA may carry out identity verification, background, and compliance checks on you and, where relevant, your employees, sub-agents, and contractors, in order to protect Students, Partner Institutions, and BESA from fraud. You agree to cooperate with any such request, including by providing identification documents or proof of business registration reasonably requested by BESA.

BESA will process any information collected for these purposes in accordance with Section 19 (Data Protection and Privacy).

9. International Ethical Recruitment Standards: The London Statement and the AQF

9.1 The London Statement

As a global baseline for all Territories, you agree to conduct your recruitment activities consistently with the ethical framework underlying the London Statement, namely: integrity in all professional and business dealings; objectivity, free from bias or conflict of interest; professional competence and due care; transparency, including the disclosure of any conflict of interest or dual-fee arrangement; confidentiality of personal information; professional behaviour in accordance with the law of each relevant Territory; and acting at all times in the genuine interests of the Student. This framework underlies, and does not replace, the specific obligations set out in Section 5 (Recruitment Partner Obligations) and Section 6 (Prohibited Conduct).

9.2 The UK Agent Quality Framework

In relation to the United Kingdom, the London Statement is given further effect through the AQF. BESA is committed to the principles of the AQF, being: (a) empowering Student choice and enabling informed decision-making; (b) ensuring good agent governance and professionalism; (c) promoting ethical agent practices, professional knowledge, and competency; and (d) increasing transparency and accountability. You agree to conduct your UK recruitment activities in a manner consistent with these principles and with the National Code.

In support of the AQF, you further agree to:

- make available, prominently, on your own website and marketing materials (where you operate one), and provide directly to each Student, the current British Council or equivalent Student and Parent Guide to Choosing an Education Agent, or an equivalent BESA-approved resource;
- ensure that any staff member who advises Students on UK study options has completed BESA-designated training and, where required by BESA, holds current UK certified counsellor training status recognised under the AQF;
- maintain records sufficient to demonstrate your compliance with this Section 9 and the National Code, and provide those records to BESA upon reasonable request, so that BESA and Partner Institutions may in turn demonstrate their own compliance with Sponsor Guidance; and
- notify BESA promptly of any complaint, regulatory enquiry, or adverse finding relating to your recruitment practices in any Territory.

Section 30 (Local Law and Regulatory Compliance) sets out how the London Statement is given effect in each Study Destination Country. Nothing in this Section 9 limits the general obligations set out in Section 5 (Recruitment Partner Obligations) and Section 6 (Prohibited Conduct).

10. UK Sponsor Guidance: CAS Agent Reporting and Student Transparency

Current Home Office Sponsor Guidance requires a UK Student sponsor to record agent details on a Student’s CAS wherever an agent has been used in that Student’s recruitment, including the legal name of the agent, the primary contract holder, and the agent’s registered office address. This requirement is intended to increase transparency across the international recruitment sector and ensure UKVI has a clear and accurate record of agent involvement in each application.

Because BESA holds the direct commercial agreement with the relevant Partner Institution, BESA Group will be recorded as the primary agent of record on the CAS for any UK Student application submitted through the Agent Partner Portal, irrespective of which Recruitment Partner or Counsellor referred the Student. This reflects the contractual and reporting relationship between BESA and the Partner Institution, and does not, of itself, alter the commercial relationship, fee arrangements, or Commission entitlement between BESA and you under this Agreement.

10.1 Your disclosure obligations to Students

Consistent with the AQF principle of transparency and accountability, you must clearly and proactively disclose your relationship with BESA Group to each Student at the time you first engage with them regarding a UK application, so that every application is accurately attributed and remains fully aligned with BESA’s institutional agreements. Before a Student submits a UK application through you, you must ensure the Student understands, and you should be able to demonstrate that the Student has been informed, that:

- their application will be reviewed and submitted by BESA Group to their chosen Partner Institution;
- their personal data will be shared with BESA Group for processing and evaluation purposes, in addition to any sharing with you as their initial point of contact;
- BESA Group will be recorded as the agent of record on their CAS, and UKVI officers may, including at any credibility or “genuine student” interview, ask the Student who their main representative or agent was; the Student should be able to answer accurately and consistently with the CAS record; and
- you, as a BESA Recruitment Partner or Counsellor, are acting in connection with BESA Group’s agreements with the relevant Partner Institution, rather than as an independent, unaffiliated agent of the Student.

You must not represent to a Student, a Partner Institution, or any third party that you are the agent of record, or that you hold a direct agreement with a UK Partner Institution, where BESA holds that agreement. A failure to make the disclosures required by this Section 10 is a material breach of this Agreement.

11. Fees: Transparency to Students and Institutions

11.1 No office or application fees charged to UK partner universities

BESA does not, and will never, charge any office fee, application-handling fee, or similar charge to any UK Partner Institution in connection with Student applications submitted through the Agent Partner Portal. BESA’s remuneration in respect of UK Partner Institutions is limited to Commission of the kind described in Section 14, payable by the Partner Institution to BESA on successful enrolment. You must not represent to a UK Partner Institution, a Student, or any third party that BESA charges, or has charged, a UK Partner Institution any office or application fee.

11.2 Distinguishing agent and institutional service fees from official fees

In certain Study Destination Countries and at certain Partner Institutions outside the United Kingdom, a Partner Institution may charge a Student a legitimate local admission, registration, or processing fee. Where you charge a Student a separate fee for your own advisory or application-support services, or where a Partner Institution charges a local admission fee of this kind, you must clearly explain to the Student, in writing and before the Student commits to pay:

- the exact amount of the fee and what it covers;
- that the fee is charged by you and/or the relevant Partner Institution, as applicable, and is separate from, and has no connection to, any official application, visa, or processing fee charged directly by a university’s own admissions system, or by any government or immigration platform (including UKVI and equivalent bodies in other Study Destination Countries); and
- that payment of your fee, or a Partner Institution’s local admission fee, does not replace, discharge, or guarantee payment of any separate official government or university platform fee that the Student may also be required to pay directly.

You must never describe a fee that you or a Partner Institution charges as being a government fee, visa fee, or official university application-portal fee, or otherwise imply endorsement by, or payment to, UKVI, the Home Office, or an equivalent authority, where that is not the case.

12. The Agent Partner Portal

12.1 Access

Subject to your compliance with this Agreement, BESA will use reasonable efforts to provide you with access to the Agent Partner Portal for the sole purpose of performing your obligations under this Agreement. You agree to provide accurate and complete information when registering for an account and to keep that information up to date.

You are responsible for maintaining the confidentiality of your login credentials and for all activity that occurs under your account, including activity by your employees or sub-agents. BESA is not responsible for any loss arising from unauthorised use of your account, except to the extent caused by BESA’s own negligence.

12.2 Restrictions

You must not, and must not permit any third party to:

- copy, scrape, reproduce, or create derivative works from the Agent Partner Portal or Content, or use them to build a competing product or service;
- frame, mirror, or embed any part of the Agent Partner Portal on another website without BESA’s written consent;
- attempt to gain unauthorised access to the Agent Partner Portal, interfere with its operation, or introduce any virus, malware, or harmful code; or
- remove or obscure any proprietary notices displayed on the Agent Partner Portal or the Content.

13. Applications

All applications you submit on a Student’s behalf are subject to review and acceptance by BESA and the relevant Partner Institution, each of which may accept or reject an application in its sole discretion. You do not have authority to accept or decline an application, negotiate fees, or otherwise bind BESA or a Partner Institution, except as expressly authorised by BESA in writing.

Pricing, fees, scholarship availability, and other terms of a Programme are determined solely by the relevant Partner Institution and may change at any time.

14. Commission

14.1 Two-layer commission structure

Commission under this Agreement operates on two layers. First, a Partner Institution pays BESA Commission to BESA, calculated by that Partner Institution by reference to Net Tuition Fees, under BESA’s own commercial agreement with that Partner Institution. Second, subject to your compliance with this Agreement, BESA pays you Commission, calculated as the Partner Share of the BESA Commission that BESA actually receives from the Partner Institution in respect of a Student you successfully refer who enrols and commences study there. Commission is not calculated on the gross or headline tuition fee advertised by a Partner Institution, and is not payable on any application fee, deposit that is not later applied against tuition, accommodation fee, or other non-tuition charge.

14.2 Partner Share and country variation

The Partner Share is not uniform across all Territories or Partner Institutions. It depends on the rate of BESA Commission that the relevant Partner Institution pays to BESA, which itself varies by Partner Institution and Study Destination Country. As a general guide, and subject always to the current Commission Schedule, the Partner Share may be as high as approximately 70% of BESA Commission in some countries and as high as approximately 50% of BESA Commission in others. The specific Partner Share applicable to a given Territory and Partner Institution is set out in the Commission Schedule, which is available to you on the Agent Partner Portal and which BESA may update from time to time in accordance with Section 14.6.

14.3 Volume-based increases

BESA may increase the Partner Share applicable to a particular Partner Institution based on the cumulative number of Students you successfully refer to, and who enrol at, that Partner Institution over a period specified by BESA. Any such increase, and the volume thresholds that trigger it, will be set out in the Commission Schedule or otherwise notified to you by BESA in writing, and will take effect prospectively from the date BESA specifies. Unless BESA agrees otherwise in writing, a volume-based increase does not apply retroactively to Students who enrolled before that date.

Volume-based increases are offered at BESA’s discretion as an incentive and do not create any entitlement to a particular Partner Share beyond what is confirmed in the Commission Schedule at the relevant time.

14.4 Payment thresholds

Commission is earned only once the Student has been formally accepted onto, and enrolled in, a qualifying Programme at a Partner Institution; has obtained any study visa or permit required for the Programme (where applicable); has commenced and continued attendance at the Programme for the minimum period specified by the relevant Partner Institution; and has paid Net Tuition Fees to at least the payment threshold set by that Partner Institution for the relevant Programme (the "Payment Threshold").

Payment Thresholds are set by each Partner Institution individually and are not standardised across the Agent Partner Portal. As examples: some Partner Institutions release Commission once a Student has paid at least 50% of the Net Tuition Fees due for the relevant period of study, while others do not release Commission until the Student has paid 100% of the Net Tuition Fees due for that period. The applicable Payment Threshold for a given Partner Institution and Programme will be shown on the Agent Partner Portal or the Commission Schedule. You must confirm the applicable Payment Threshold with BESA before advising a Student on when Commission is expected to be paid, and must not represent a Payment Threshold to a Student or to a Partner Institution otherwise than as confirmed by BESA.

Where a Partner Institution’s Payment Threshold has been met, BESA will calculate and pay Commission by reference to the Net Tuition Fees actually paid by the Student as at that date. If the Student subsequently pays further Net Tuition Fees for the same or a later period of study, BESA will pay any additional Commission due on those further payments in accordance with the Partner Institution’s own payment and reporting practices to BESA.

Commission will be paid within 10 working days of BESA receiving the relevant funds and confirmatory reporting from the Partner Institution.

14.5 Estimates, adjustments, and Excluded Programmes

Commission figures shown on the Agent Partner Portal prior to payment are estimates only. The amount actually payable may differ once all applicable adjustments (including any Partner Institution deductions, scholarships, discounts, or fee waivers reflected in the Net Tuition Fees, and the applicable Partner Share and Payment Threshold) have been finalised.

No Commission is payable in respect of an Excluded Programme. Not all Partner Institutions treat the same categories of Programme as excluded, and BESA will use reasonable efforts to identify Excluded Programmes on the Agent Partner Portal at the point of application, but the absence of such a notice does not guarantee that a Programme is commissionable, as commission terms are set by each Partner Institution individually and may change without notice. If you are unsure whether a Programme is an Excluded Programme, or what Partner Share or Payment Threshold applies, you should confirm with BESA before advising a Student on the fees you will charge them.

14.6 Changes to the Commission Schedule

BESA may update the Commission Schedule, including any Partner Share, Payment Threshold, or list of Excluded Programmes, from time to time to reflect changes in BESA’s own commercial agreements with Partner Institutions. Except for volume-based increases under Section 14.3, which take effect as described in that section, changes to the Commission Schedule apply prospectively to Students referred after the change takes effect, and do not reduce Commission already earned in accordance with this Section 14 in respect of a Student referred before that date.

15. Circumstances Where No Commission Is Payable

No Commission is payable, and any Commission already paid must be refunded to BESA, where:

- a Student withdraws, is withdrawn, or fails to commence their Programme for any reason;
- a Student’s visa or study permit application is refused;
- a Student does not pay Net Tuition Fees at least equal to the applicable Payment Threshold described in Section 14.4;
- the application, or any supporting documentation, is later found to contain false, altered, or fraudulent information;
- the Student is, at the time of application, a citizen, permanent resident, or otherwise not requiring a study visa in the relevant Study Destination Country;
- you have breached this Agreement, including the Prohibited Conduct set out in Section 6 or the disclosure obligations in Section 10, in relation to that Student;
- the Student was independently recruited through BESA’s own marketing or another Recruitment Partner with a valid prior claim;
- the Student enrols in an Excluded Programme (as defined in Section 2.10), including a PhD, DBA, or other doctoral research degree, or a Programme in Medicine, Dentistry, or Nursing, unless BESA confirms to you in writing, before the application is submitted, that a commission applies; or
- the Student enrols at a Partner Institution, in a Programme, or in a Study Destination Country that is not covered by a BESA agreement applicable to your Territory at the time of application, as described in Section 4.

If BESA is required to refund or credit fees to a Partner Institution in connection with a Student for whom Commission has already been paid to you, BESA may deduct the corresponding amount from future Commission payments or require repayment from you.

16. Invoicing and Payment of Commission

To receive Commission, you must submit a correctly completed invoice or withdrawal request through the Agent Partner Portal, including accurate Student, banking, and (where applicable) tax registration details.

Commission will be paid by bank transfer to the account registered in your name with BESA. BESA will not make payment to a bank account held in the name of a third party, family member, or an account in a country other than where your business is registered, save where you provide satisfactory supporting documentation and BESA agrees otherwise in writing.

Any Commission balance shown on the Agent Partner Portal for which no invoice has been submitted within 12 months of the relevant Student’s last activity may be treated as forfeited, unless otherwise required by applicable law.

17. Expenses and Taxes

You are solely responsible for all costs and expenses you incur in performing your obligations under this Agreement, unless BESA agrees otherwise in writing.

You are responsible for determining and paying any tax, duty, or similar liability arising from amounts paid to you under this Agreement, and for providing BESA with any tax information reasonably requested to comply with applicable law.

18. Confidentiality

"Confidential Information" means any non-public information disclosed by BESA to you in connection with this Agreement, including Student data, pricing, business plans, systems, and training materials, but excluding information that is or becomes public through no fault of yours, was already lawfully known to you, or is independently developed by you without reference to BESA’s Confidential Information.

You agree to keep Confidential Information strictly confidential, use it only to perform your obligations under this Agreement, and not disclose it to any third party without BESA’s prior written consent. This obligation continues after termination of this Agreement. You will return or securely destroy all Confidential Information in your possession promptly upon BESA’s request or on termination of this Agreement.

You acknowledge that a breach of this Section 18 may cause BESA irreparable harm for which damages alone would not be an adequate remedy, and that BESA may seek injunctive relief in addition to any other available remedy.

19. Data Protection and Privacy

19.1 Roles and compliance

Each Party will comply with the UK GDPR, the Data Protection Act 2018, and, where applicable to a Student’s personal data, the EU General Data Protection Regulation (Regulation (EU) 2016/679) and any other data protection law of the Study Destination Country or the Student’s home jurisdiction. As between you and BESA, BESA and you each act as an independent data controller in respect of the personal data of Students, save where BESA notifies you in writing that, for a specified purpose, either Party is acting as a data processor on the other’s behalf, in which case the Parties will enter into a separate data processing agreement incorporating the standard clauses issued by the ICO under Article 28 of the UK GDPR before that processing begins.

19.2 Collection and use of Student data

You will only collect a Student’s personal data with their informed, freely given consent (or another valid lawful basis), will only use it for the purposes of performing your obligations under this Agreement and disclosed to the Student, including the disclosures required by Section 10, and will not retain it for longer than is reasonably necessary for those purposes.

19.3 Security measures

You will implement appropriate technical and organisational measures to protect the personal data of Students in your possession, proportionate to the sensitivity of that data, including access controls, encryption of data in transit and at rest where reasonably practicable, staff confidentiality obligations, and secure disposal of physical and electronic records.

19.4 International transfers

Where you transfer a Student’s personal data to or from a country that does not benefit from a UK adequacy regulation, you will ensure that the transfer is subject to an appropriate safeguard recognised under UK GDPR, such as the UK International Data Transfer Agreement, the UK Addendum to the EU Standard Contractual Clauses, or another mechanism approved by the Information Commissioner’s Office (“ICO”), and will provide evidence of the relevant safeguard to BESA on request.

19.5 Breach notification

You will notify BESA without undue delay, and in any event within 24 hours of becoming aware, of any actual or suspected personal data breach affecting a Student’s personal data processed in connection with this Agreement, to enable BESA to meet its own obligation to notify the ICO within 72 hours where required under Article 33 of the UK GDPR. Your notification will include, so far as available to you, the nature of the breach, the categories and approximate number of Students affected, and the measures taken or proposed to address it.

19.6 Data subject rights and records

You will provide reasonable assistance to BESA in responding to any request from a Student to exercise their rights under UK GDPR (including access, rectification, erasure, restriction, portability, and objection), and will promptly forward to BESA any such request received directly from a Student in relation to data processed under this Agreement. You will maintain records sufficient to demonstrate your compliance with this Section 19 and make them available to BESA on reasonable request.

19.7 Other applicable data protection laws

Where a Student’s personal data is also subject to the data protection law of another jurisdiction, including the EU GDPR (for example, because the Student is located in, or the relevant Partner Institution is established in, a jurisdiction to which such law applies), you will process that data in accordance with both the UK GDPR and that other law, applying whichever standard is more protective of the Student where they differ. You acknowledge that international transfers of personal data may depend on adequacy decisions or other transfer mechanisms, and you will notify BESA promptly if you become aware that any such decision or mechanism relied upon has been suspended, varied, or revoked, so that BESA may put alternative safeguards of the kind described in Section 19.4 in place.

Further detail on how BESA collects and processes personal data is set out in Schedule 1 (Privacy Policy), which forms part of this Agreement.

20. Intellectual Property

As between the Parties, BESA (or its licensors) owns all intellectual property rights in the Agent Partner Portal, the Content, and all BESA and Partner Institution trademarks, logos, and branding. Nothing in this Agreement transfers any such rights to you.

You may use BESA-provided marketing materials, trademarks, and logos solely as authorised by BESA and strictly for the purpose of performing your obligations under this Agreement. You must not alter such materials or use them in any way that could mislead Students or damage BESA’s or a Partner Institution’s reputation. Any goodwill generated by such use accrues to BESA.

Any feedback, suggestions, or improvement ideas you provide to BESA in connection with the Agent Partner Portal may be used by BESA without restriction or compensation to you.

21. Non-Competition and Non-Solicitation

During the Term and for a period of twelve (12) months after termination or expiry of this Agreement, you agree not to, directly or indirectly, within your Territory:

- solicit any Partner Institution you were introduced to through BESA to use a competing recruitment or application service, without BESA’s prior written consent;
- use BESA’s Content or Confidential Information to establish or support a platform or service that competes with the Agent Partner Portal; or
- solicit any employee or contractor of BESA to leave their engagement with BESA.

You acknowledge that these restrictions are reasonable and necessary to protect BESA’s legitimate business interests, and go no further than necessary to do so, and that they do not unreasonably prevent you from carrying on your business or profession in your industry generally.

22. Representations and Warranties

You represent and warrant, on an ongoing basis, that:

- you have full power and authority to enter into and perform this Agreement;
- you hold all licences, registrations, and permissions required to lawfully perform recruitment or advisory services in your Territory and in each relevant Study Destination Country;
- you will comply with all applicable laws, including those relating to bribery and corruption (such as the UK Bribery Act 2010), modern slavery (such as the UK Modern Slavery Act 2015), unfair commercial practices (such as the Consumer Protection from Unfair Trading Regulations 2008), equality and non-discrimination (such as the Equality Act 2010), and data protection;
- you are not, and none of your owners, directors, or officers are, subject to any applicable trade sanctions or on any relevant government prohibited-party list; and
- all information you provide to BESA about yourself, your business, and your Students is true, accurate, and complete.

23. Indemnification

You agree to indemnify and hold harmless BESA, its affiliates, and their respective directors, officers, and employees from and against all reasonable losses, damages, costs, and expenses (including reasonable legal fees) arising out of or in connection with: (a) your breach of this Agreement, including Section 10 (CAS Agent Reporting and Student Transparency) and Section 11 (Fees); (b) your negligence, wilful misconduct, or fraud; or (c) any claim by a Student or third party arising from your acts or omissions in connection with the BESA Services.

24. Disclaimers

The Agent Partner Portal and Content are provided on an “as is” and “as available” basis. To the maximum extent permitted by law, BESA excludes all warranties, express or implied, regarding the accuracy, reliability, or availability of the Agent Partner Portal and Content.

BESA does not control, and is not responsible for, the decisions of Partner Institutions or immigration authorities regarding admission, scholarship, or visa outcomes. Nothing in this Agreement guarantees any particular outcome for any Student.

Nothing in this Section 24 excludes or limits BESA’s liability where it would be unlawful to do so, including liability for death or personal injury caused by negligence, or for fraud or fraudulent misrepresentation.

25. Limitation of Liability

Subject to Section 24, neither Party will be liable to the other for any indirect, special, or consequential loss, or for loss of profits, revenue, or business opportunity, arising out of or in connection with this Agreement, whether in contract, tort (including negligence), or otherwise.

Subject to Section 24, BESA’s total aggregate liability arising out of or in connection with this Agreement in any 12-month period will not exceed the total Commission actually paid by BESA to you under this Agreement in the 12 months immediately preceding the event giving rise to the claim.

26. Term

This Agreement begins on the date you accept it and continues for an initial term of three (3) years (the "Initial Term"), after which it will automatically renew for successive periods of the same length, unless either Party gives notice of non-renewal in accordance with Section 28 (together, the "Term").

27. Suspension

BESA may immediately suspend your access to the Agent Partner Portal and BESA Services, in whole or in part, if BESA reasonably believes that you, or anyone acting on your behalf, has breached this Agreement, engaged in conduct prohibited under Section 6, failed to make the disclosures required by Section 10, or otherwise poses a risk to Students, BESA, or a Partner Institution.

During a period of suspension, you may not submit new Student applications, but may continue to respond to enquiries from your existing Students unless BESA notifies you otherwise. BESA will notify you of the reason for suspension and, where the issue is capable of remedy, will give you a reasonable opportunity to resolve it.

28. Termination

Either Party may terminate this Agreement for any reason, without cause, by giving the other Party at least 30 days’ written notice.

BESA may terminate this Agreement immediately on written notice if you: (a) commit a material breach of this Agreement that is not capable of remedy, or fail to remedy a remediable breach within 14 days of being notified; (b) engage in fraud, dishonesty, or conduct that seriously damages BESA’s or a Partner Institution’s reputation; (c) become insolvent or subject to insolvency proceedings; or (d) breach Section 6 (Prohibited Conduct) or Section 10 (CAS Agent Reporting and Student Transparency).

29. Effect of Termination

On termination or expiry of this Agreement, you must immediately: (a) stop holding yourself out as a BESA Recruitment Partner or Counsellor; (b) stop using BESA’s or any Partner Institution’s trademarks, logos, or marketing materials; and (c) return or destroy all Confidential Information in your possession, as directed by BESA.

Termination does not affect any rights or obligations that accrued before the date of termination. Sections 18 (Confidentiality), 19 (Data Protection and Privacy), 20 (Intellectual Property), 21 (Non-Competition and Non-Solicitation), 23 (Indemnification), 24 (Disclaimers), and 25 (Limitation of Liability) survive termination of this Agreement.

30. Local Law and Regulatory Compliance

Consistent with the London Statement, where you perform Recruitment Partner or Counsellor Services in relation to a specific Study Destination Country, you agree to comply, at all times, with any applicable national code of practice, regulatory framework, or licensing regime governing education agents in that country, including (without limitation):

- in the United Kingdom, the AQF and the National Code, as described in Section 9, and the Sponsor Guidance described in Section 10;
- in each other Study Destination Country, the laws, regulations, codes of practice, and licensing or registration requirements that govern education agents, student recruitment, the provision of immigration or visa assistance, consumer protection, and the protection of personal data in that country; and
- in each case, any updates or replacements to the above as may be issued from time to time.

BESA may notify you from time to time of requirements specific to a Study Destination Country, which will form part of this Agreement once notified in accordance with Section 3 (Changes to this Agreement). You will provide BESA with any information or assistance reasonably required for BESA to comply with its own obligations under such codes or regulatory frameworks. Where a conflict arises between this Section 30 and any other provision of this Agreement, this Section 30 prevails to the extent of the inconsistency, in relation to the applicable Study Destination Country only.

31. General Provisions

31.1 Governing Law and Jurisdiction

This Agreement, and any dispute or claim arising out of or in connection with it (including non-contractual disputes or claims), is governed by and construed in accordance with the laws of England and Wales. The Parties submit to the exclusive jurisdiction of the courts of England and Wales.

31.2 Notices

Notices under this Agreement must be given in writing and sent by email to the address registered on the Agent Partner Portal (for notices to you) or to the BESA contact address in Section 32 (for notices to BESA).

31.3 Assignment

You may not assign, transfer, or subcontract any of your rights or obligations under this Agreement without BESA’s prior written consent. BESA may assign this Agreement, in whole or in part, to any affiliate or in connection with a merger, acquisition, or sale of assets, without your consent.

31.4 Severability

If any provision of this Agreement is found to be invalid or unenforceable, that provision will be severed, and the remainder of this Agreement will continue in full force and effect.

31.5 Force Majeure

Neither Party is liable for any delay or failure to perform its obligations (other than payment obligations) caused by events beyond its reasonable control.

31.6 Entire Agreement

This Agreement, together with the Policies referenced in it, constitutes the entire agreement between the Parties in respect of its subject matter and supersedes all prior agreements or understandings, whether written or oral.

31.7 No Waiver

No failure or delay by either Party in exercising any right under this Agreement operates as a waiver of that right.

31.8 Third Party Rights

A person who is not a Party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement, save that a Partner Institution may rely on Section 10 (CAS Agent Reporting and Student Transparency) and Section 11 (Fees) as if it were a party to this Agreement.

32. Contact

Questions regarding this Agreement should be directed to: agent.support@besaeg.com, or by post to BESA Group - British Educational Services Group Limited, Princes Road, Parkway Business Centre, Parkway 2, Manchester, M14 7HR, United Kingdom.

Schedule 1: Privacy Policy

This Privacy Policy forms part of the Agreement. It explains how BESA collects, uses, shares, and protects personal data in connection with the Agreement, and the rights individuals have under the UK GDPR. It applies to (a) Recruitment Partners, Counsellors, and their directors, employees, and sub-agents (together, “Partner Personnel”), and (b) Students, and their parents or legal guardians, whose personal data is submitted through the Agent Partner Portal or otherwise processed in connection with the Agreement. Capitalised terms not defined in this Schedule have the meaning given in the Agreement.

1. Who we are

The controller of your personal data is BESA Group - British Educational Services Group Limited, a company registered in England and Wales under company number 13253818, with its registered office at Princes Road, Parkway Business Centre, Parkway 2, Manchester, M14 7HR, United Kingdom (“BESA”, “we”, “us”). Contact details are set out in paragraph 13.

2. Personal data we collect

Depending on your relationship with us, we collect and use the following categories of personal data:

- Partner Personnel: name, job title, contact details, business registration and identity verification documents obtained under Section 8 of the Agreement, bank account and tax details needed to pay Commission, records of training and certification completed under the AQF, and records of our communications with you.
- Students and their parents or legal guardians: name, contact details, date of birth, nationality and country of residence, academic background and qualifications, study preferences, passport and identity documents, English language test results, application documents and supporting evidence, guardian and accommodation details for Students who are minors, information needed for a CAS or an equivalent immigration-related process, and records of advice, counselling notes, and application status.
- Payment data: payment references, invoices, and Commission statements.
- Technical and usage data: IP address, device and browser type, operating system, log-in and activity records on the Agent Partner Portal, and cookie data (see paragraph 10).

We do not intend to collect special category personal data (for example, health or religious information) as part of recruitment. If a Student chooses to provide it, for example to request support from a Partner Institution, we will process it only where we have explicit consent or another condition under Article 9 of the UK GDPR.

3. How and why we use personal data

We use personal data only where UK law allows, relying on the lawful bases below:

- To appoint, verify, onboard, and manage Recruitment Partners and Counsellors, and to perform the Agreement. Lawful basis: performance of a contract (Article 6(1)(b)) and our legitimate interests in operating a compliant agent network (Article 6(1)(f)).
- To process, submit, and track Student applications to Partner Institutions, and to record BESA as agent of record where Sponsor Guidance requires it. Lawful basis: steps taken at the Student’s request before entering into a contract, and performance of a contract (Article 6(1)(b)); compliance with legal obligations (Article 6(1)(c)); and the Student’s consent (Article 6(1)(a)) where we share data with a Partner Institution on that basis.
- To calculate and pay Commission, issue invoices and statements, and keep accounting and tax records. Lawful basis: performance of a contract and compliance with legal obligations.
- To meet the requirements of the AQF, the National Code, Sponsor Guidance, and other regulators, and to keep records that demonstrate compliance. Lawful basis: compliance with legal obligations and our legitimate interests in maintaining ethical recruitment standards.
- To prevent, detect, and investigate fraud, falsified documents, and misuse of the Agent Partner Portal, and to keep our systems secure. Lawful basis: our legitimate interests and compliance with legal obligations.
- To communicate with you, provide training and support, and send service updates, and, where the law permits, marketing. Lawful basis: our legitimate interests and, for electronic marketing where the Privacy and Electronic Communications Regulations 2003 require it, consent.
- To analyse use of, and improve, the Agent Partner Portal and our services. Lawful basis: our legitimate interests, and consent for non-essential cookies.

Where we rely on consent, you may withdraw it at any time without affecting the lawfulness of processing before withdrawal. Where we rely on legitimate interests, we have considered the effect on individuals, and you may object as described in paragraph 8.

4. Who we share personal data with

We share personal data only where necessary, and only with:

- Partner Institutions (and, where relevant, their admissions, compliance, and international offices), for the purposes of Student applications and Commission reconciliation. Each Partner Institution acts as an independent controller and handles that data under its own privacy notice;
- immigration and other public authorities, regulators, and law enforcement bodies, where we are required or permitted by law to do so, including where a Partner Institution that sponsors Students must record agent details on a CAS;
- service providers acting on our behalf, such as IT hosting and software providers, customer-relationship and communications platforms, payment and banking providers, and analytics providers, under written contracts that require them to protect the data and use it only on our instructions;
- our affiliates and offices, and professional advisers such as lawyers, auditors, and insurers; and
- a prospective buyer or successor to our business, if the business is reorganised or sold, subject to this Privacy Policy.

We do not sell personal data.

5. International transfers

BESA operates through offices and affiliates outside the United Kingdom, and Partner Institutions, Recruitment Partners, and service providers are located in many countries. Personal data may therefore be transferred outside the United Kingdom, including to countries without a UK adequacy regulation. Where this happens, we use a safeguard recognised under the UK GDPR, such as a UK adequacy regulation, the UK International Data Transfer Agreement, or the UK Addendum to the EU Standard Contractual Clauses, as described in Section 19.4 of the Agreement. You can ask us for details of the safeguard used by contacting us.

6. How long we keep personal data

- Partner Personnel records: for the term of the Agreement and then for up to six years, the period within which contractual claims can be brought under English law, unless the law requires a longer period.
- Financial and tax records, including Commission invoices and statements: for at least six years from the end of the financial year to which they relate, as required for UK tax and accounting purposes.
- Student application records: for as long as needed to manage the application, respond to queries from the Partner Institution or a regulator, and meet record-keeping duties under Sponsor Guidance and the AQF, after which they are securely deleted or anonymised.
- Technical and usage data: for as long as necessary to operate and secure the Agent Partner Portal.

Where the law or a Partner Institution’s requirements call for a longer period, we keep the data for that period.

7. Security

We use appropriate technical and organisational measures to protect personal data, as described in Section 19.3 of the Agreement. If a personal data breach is likely to result in a risk to individuals, we will notify the Information Commissioner’s Office (ICO) within 72 hours of becoming aware of it and, where the risk is high, tell the affected individuals without undue delay.

8. Your rights

Under the UK GDPR you have the right to:

- access your personal data and receive a copy of it;
- have inaccurate personal data corrected;
- have personal data erased in certain circumstances;
- restrict how we use your personal data in certain circumstances;
- receive your personal data in a portable format, where we process it on the basis of consent or contract by automated means;
- object to processing based on our legitimate interests, and to direct marketing at any time; and
- withdraw your consent at any time, where we rely on it.

To exercise any of these rights, contact us using the details in paragraph 13. We will respond within one month, and may ask you to verify your identity. Some rights apply only in particular circumstances, and we may need to keep certain data where the law requires it. You also have the right to complain to the ICO at ico.org.uk or on 0303 123 1113. We would appreciate the chance to resolve your concern first. If you live outside the United Kingdom, you may also be able to complain to the data protection authority in your country.

9. Students who are minors

Where a Student is under 18, we require the involvement and consent of a parent or legal guardian, as set out in Section 7 of the Agreement. Parents and legal guardians may ask to access, correct, or delete their child’s personal data using the details in paragraph 13.

10. Cookies

The Agent Partner Portal uses essential cookies, which are required for it to function; analytics cookies, which help us understand how it is used; and performance cookies, which help us improve its speed and reliability. We set non-essential cookies only with your consent, as required by the Privacy and Electronic Communications Regulations 2003. You can manage or disable cookies in your browser or device settings, although disabling cookies may affect some features.

11. Your responsibilities as a Recruitment Partner or Counsellor

Before you collect a Student’s personal data or share it with BESA, you must give the Student (and, for a Student who is a minor, their parent or legal guardian) clear privacy information, including the disclosures required by Section 10 of the Agreement and a copy of, or link to, this Privacy Policy, which is available on the Agent Partner Portal. You must also comply with Section 19 of the Agreement.

12. Changes to this Privacy Policy

We may update this Privacy Policy from time to time by publishing the updated version on the Agent Partner Portal and, for material changes, giving notice in accordance with Section 3 of the Agreement. If there is any conflict between this Privacy Policy and Section 19 of the Agreement, Section 19 prevails as between BESA and you.

13. Contact us

BESA Group - British Educational Services Group Limited, Princes Road, Parkway Business Centre, Parkway 2, Manchester, M14 7HR, United Kingdom.

Recruitment Partners and Counsellors: agent.support@besaeg.com

Students and other individuals: info@besaeg.com