ONLINE AFFILIATE AGREEMENT

BY REGISTERING AND SIGNING UP TO THE AGODA PARTNER PROGRAM AS AFFILIATE PARTNER, THE AFFILIATE HEREBY HAS REVIEWED AND UNDERSTANDS, ACKNOWLEDGES AND ACCEPTS THE TERMS AND CONDITIONS OF THIS AFFILIATE AGREEMENT (THE “AGREEMENT”). 

This Agreement is by and among:

BETWEEN: 1. EI HOLDINGS PTE LTD., being a company registered under the laws of Singapore and whose registered office is at 6 Raffles Boulevard Marina Square, #02-100. Singapore 039594, having its affiliate Ei Study (“Party B”) , and

2. THE AFFILIATE, whose details are set out in the Affiliate Partner Registration Form or have been submitted online (the “Affiliate”(“Party A”)). (EI HOLDINGS and the Affiliate are a “Party” to this Agreement and are collectively referred to as the “Parties”)

“Authorization” defines an authorization, consent, declaration, exemption, notarization, accreditation or waiver however it is described.

“(the) Business” is to provide a student recruitment and education services for institutional clients to potential students in the Territory as defined in Schedule 1 and through branch office / outlets and a website and associated internet tools / technologies for the Territory as defined in this Agreement.

“Client Institution” defines an institution with which Party B Recommends and Represents.  It is to be noted that Party B does not directly represent all institutions in which case it can only make recommendations however there are institutions that EI has direct agency agreements.  List of institutions will be sent once this agreement is executed by both parties.  Party B has agreed to assist Party A in providing full Study Placement Services and Admissions Service for their students.

“Commencement Date” defines the date this Agreement is executed.

“Commission” defines income received for successful placement by EI for recruitment services. EI will use the industry standard commission for the purposes of this agreement.

“Enrolment” defines a full fee paying student recruited successfully for a Client Institution.

“Party” defines Party A or Party B.

“Service fee” defines application and visa processing fees associated with an enrolment.

“Term” defines the Initial Term and any additional renewal terms as described in Schedule 1 of this Agreement.

“Territory” defines the territory in Schedule 1 of this agreement.

Schedule 1

TERMS OF THE AGREEMENT

Party B will provide Party A with a list of key recommended and represented Institutions. The parties recognize that, pursuant to this Agreement, they are entering into a business relationship for the purpose of facilitating student recruitment and placement services for overseas students from the Territories as defined in this Agreement and the following will form part of the agreement.

1. This Agreement is non-exclusive in terms of activity and/or territory.
2. Party  A  and  Party  B  are  separate entities in their own right and each is responsible for the management of their own business.
3. This agreement is for an initial Term of 1 year from the date of signing and may be     extended by mutual agreement.
4. This agreement may be terminated by mutual consent by either Party by giving     the other party one (1) month’s notice of termination.
5. Party B will endeavor to ensure that the application for study placement to     various Institutions will not be delayed unnecessarily.
6. All application fees and charges related to the application to be paid by the     student/Party A either directly to the Institution or to Party B.
7. Party B will ensure that commission received is disbursed to Party A in a timely     manner – this being no more than two months from the time Party B     receives.
8. Party A is acting as a partner of Party B and is not entitled to use the name EI     Holdings Pte Ltd or Ei Study in any form except in the form prescribed by Party B     as given in Schedule 1 of this agreement.
9. Party B is entitled to identify itself as a “Ei Holdings / Ei Study Partner”.
10. All use and ownership of intellectual property associated with Party B including     but not limited to: logos in any format including but not limited to letterhead, fax     headers, brochures, business cards and soft formats such as on web pages, use     of names that have Ei Holdings / Ei Study, websites owned by Party B, databases     and institutional contact lists, Party B sales manuals and any other product,     material or article provided by Party B to Party A under this agreement remain the     property of Party B and must be returned and/or cease being used by Party A     upon termination or expiration of this agreement.
11. In the event, Party A breaches any of the above conditions and terms, this MOA     will automatically terminated; followed by the termination letter from Party B.      Party A will be liable for any damages incurred.
12. Party A is bound by professional prudence and conduct when dealing with the     intellectual property of Ei Holdings / Ei Study, particularly usernames and     passwords, if any.  Any unauthorized release of usernames and passwords by     Party A to parties not employed by Ei Holdings will result in immediate termination     of the Party A’s services.  Party A will be liable for any damages incurred as a result.

Declaration

As Ei Holdings’ Partner, Party A declares:

1. They have read and understood Council for Private Education, Singapore (CPE)     rules and regulations: Private Education Regulations at         http://www.cpe.gov.sg/legislation/private-education-regulations
2. That they or their applicants do not have any criminal records / convictions in     Singapore or overseas and there is no court orders pending.
3. They have never been for one reason or another, are being denied a particular     privilege, service, mobility, access or recognition by educational institutions and     relevant bodies.
4. They will maintain real-time knowledge and provide the most professional advice     with high level of integrity and ethical standards to prospective students choosing     to study abroad, and agree that Ei Holdings and in-country local contacts will         verify this knowledge from time to time.

IN WITNESS WHEREOF,  the parties hereto have caused this Agreement to be executed by their duly authorized representatives on the date indicated and effective upon signing by both parties.

On behalf of                                       On behalf of

EI HOLDINGS PTE LTD                        COMPANY NAME

(Signature & Stamp)                            (Signature & Stamp)

By:                                            By:

Name:                                        Name:

Title:                                        Title:

Date:     /   / 2016                            Date:  /   / 2016