Thank you for your interest in becoming our retailer please read our contract below and fill in you details at the bottom of this page.
AGREEMENT FOR SALE OF COURSE ENTITLEMENTS
Between
Nelson English Centre Ltd (“Provider”)
And
Your company (“Retailer”)
AGREEMENT FOR SALE OF COURSE ENTITLEMENTS PARTIES
1. Nelson English Centre Ltd (“the Provider”), at 41 Selwyn Place, Nelson (“the School”)
2. Your company, as described by filling in the details below (“the Retailer”)
BACKGROUND
This agreement has been prepared to establish a framework within which a commercial relationship can be sustained between the parties. It recognises the need for co-operation and efficiency that is required from all parties for the long term success of our businesses.
A. The Provider operates an English language school in New Zealand.
B. The Retailer sells education services to students.
C. This Agreement records the terms and conditions on which the Provider will sell Course Entitlements to the Retailer.
TERMS AND CONDITIONS OF THIS AGREEMENT
1. DEFINITIONS AND INTERPRETATIONS
1.1 Definitions In this Agreement, unless the context requires otherwise: “Agreement” means this Agreement, together with any schedules and annexes; “Code of Practice” means The Code of Practice for the Pastoral Care of International Students issued by the Ministry of Education (and able to be viewed at www.nzqa.govt.nz/providers-partners/caring-for-international-students/ (Thai, Japanese, Korean, Chinese (Simplified) and Arabic translations are available); “Course Entitlement” means a choice of action which entitles its holder to attend a course offered by the Provider at the School in accordance with the Provider’s Conditions of Enrolment. The Course Entitlements may include other services provided by the Provider, such as accommodation arrangement and airport transfers; “Purchase Price” means the wholesale price advised by the Provider to retailers from time to time, as the Purchase Price charged by the Provider to education retailers for the sale of Course Entitlements; “School” means the English language school operated by the Provider in Nelson, New Zealand; “Provider’s Conditions of Enrolment” means the conditions of enrolment that apply to any student who enrols in and attends a course at the School, as those conditions may be set by the Provider from time to time; “Student” means a student who purchases a Course Entitlement from the Retailer. 1.2 Interpretation In this Agreement unless the contrary intention appears: (a) A reference to a person includes a reference to a corporation, firm or association or other entity and vice versa;
(b) The singular includes the plural and vice versa;
(c) A reference to any gender includes a reference to all other genders;
(d) A reference to any legislation or to any provision of any legislation includes a reference to any modification or re-enactment of or any provision substituted for such legislation or provisions;
(e) Headings are inserted for convenience only and do not affect the interpretation of this Agreement.
2. SALE AND PURCHASE
2.1 The Provider agrees to sell and the Retailer agrees to purchase Course Entitlements on the terms and conditions in this Agreement.
3. PURCHASE PRICE
3.1 The Retailer will pay the Purchase Price for Course Entitlements in accordance with the wholesale price listed in schedule B or as notified by the Provider to the Retailer from time to time.
3.2 The Provider will provide a Tax Invoice to the Retailer for the Purchase Price for Course Entitlements purchased by the Retailer.
3.3 The Retailer shall pay the Purchase price of the Retailers Pro Form Invoice to the Provider.
3.4 The Retailer shall pay the Purchase Price to the Provider by bank draft, bank transfer or other agreed means to the Provider’s account below:
We have now changed our student fee protection to NZ Public Trust – please deposit fees into the Public Trust bank account number below and use the PTE Ref number below as the reference.
Bank Name: Bank of New Zealand
Branch Name: North End Branch
Bank Address: 100 Lambton Quay, Wellington
Account Name: Public Trust Nelson English Centre Ltd
Bank account: 020536030586501
Swift Code: BKNZNZ22
PTE Ref. C L I 0 0 5 4 8 0 9 0
The bank account details for Nelson English Centre are
Account name: Nelson English Centre Ltd
Bank Name: ASB Bank
Bank Address: Corner of Hardy and Trafalgar Street, Nelson
SWIFT code: ASBBNZ2A
Account Name: Nelson English Centre
Account number: 12-3493-0018156-00
or any replacement account notified by the Provider.
3.5 If the Provider receives the retail tuition fee, the Provider acts as collection agent for the Retailer.
3.5.1 The Provider may deduct the Purchase Price and any other monies owing to it by the Retailer, and remit the balance to the Retailer.
3.5.2 The Provider will refund the over-payment to the Retailer 14 days after the Student has started the course.
3.5.3 The Provider may not, however, remit the balance if the Student withdraws from their course and the Provider is required by law or under its refund policy to refund any payment received to the Student.
4. COURSE ENTITLEMENTS
4.1 The Retailer shall notify the Provider before the start of the relevant course of the number of Course Entitlements and the courses to which they relate that the Retailer wishes to purchase. The Provider will endeavour to provide the Course Entitlements requested by the Retailer.
4.2 The Provider acknowledges and agrees that the Retailer may on-sell and assign Course Entitlements that it purchases without the Provider’s prior written approval at the recommended retail price. The Provider reserves the right to cease working with the Retailer if the Retailer does not observe this condition.
4.3 Once the Provider has received an enrolment application from a Student, the Provider will (provided there is a place available in the course and the Student meets the Provider’s Conditions of Enrolment) provide an offer of place and a pro forma invoice for the Student’s enrolment to the Retailer.
5. RETAILER’S OBLIGATION
5.1 The Retailer agrees to provide prospective Students with true and accurate information about the School and its associated activities. Any Retailer’s counselling staff should be fully acquainted with the Provider’s current course information, fees, accommodation options and conditions of enrolment.
5.2 The Retailer agrees to ensure that Students read, understand and sign the Provider’s current ‘Conditions of Enrolment’ (Nelson English Centre A to Z), as stated on the back of the ‘Application for Enrolment’ form and on the Provider’s website www.english-school.ac.nz/book , especially in regard to the Provider’s course withdrawal and refund policy.
5.3 The Retailer agrees to act as home country liaison for any issues that occur during the Student’s study. The Retailer shall comply with all relevant law when promoting and selling the Course Entitlements. It is important that the Retailer book only genuine students into the school. Other ‘students’ who do not comply with the conditions of their permit to study in New Zealand will damage the reputation of both the Retailer and the Provider.
5.4 The Retailer agrees to oversee and manage all aspects of the student’s enrolment, including assistance with the visa application process. Guidance on this is available at www.immigration.govt.nz.
5.5 The Retailer agrees to comply with the Code of Practice. The Retailer is not to engage in any false, misleading or deceptive conduct, and / or contravene any of the Provider’s obligations under the Code of Practice. International students, or their parents, must be given a copy of any agreement (contractual and financial arrangement) they are party to. The right to purchase Course Entitlements from the Provider may be terminated immediately by the Provider if the Provider considers that the Retailer has breached or is likely to breach the Code.
5.6 If the Provider refunds any fees under the ‘Conditions of Enrolment’, the Provider will refund the Retailer and the Retailer will refund the Student. If the Student paid the Provider directly, the Provider will refund the Student directly.
5.7 The Retailer agrees to arrange payment of the purchase price promptly. The Student’s enrolment is only guaranteed once the payment has been received. The Provider reserves the right to postpone the Student’s start date if payment is not received, in accordance with the payment terms set out in Schedule B. Future bookings are not guaranteed if payment terms are not met. If payment in full is not made by the due date, the Provider reserves the right to take action to recover debts, and the Retailer will be additionally liable for the costs of such recovery.
5.8 The Retailer agrees to inform the Student that they must have medical and travel insurance before leaving their home country. Please note that the Provider offers an insurance policy, which covers travel and provides for the refund of tuition fees (as stipulated by the specific policy) if the Student must return home because of serious injury or illness of himself/herself or of a close relative.
6. TERMINATION
6.1 This Agreement may be terminated at any time by either party giving seven days’ notice in writing to the other party. Following the giving of such notice in writing the Retailer must not sell, promote or advertise Course Entitlements or any association with the Provider or the School.
7. INDEMNITY
7.1 The Retailer indemnifies and holds harmless the Provider against all costs, losses and damages (whether direct or indirect) which the Provider may incur as a result of any action or inaction of the Retailer (including negligence).
8. GENERAL
8.1 No Waiver: Any waiver on the part of either party of any term, provision or condition of the Agreement shall not constitute a precedent or bind either party to grant a waiver of or be deemed to be a waiver of any subsequent breach of the same or any term, provision or condition.
8.2 No Agency: Nothing in this Agreement shall be construed as creating a relationship of principal and agent between the Provider and the Retailer.
8.3 Entire Agreement: This Agreement, together with the attached schedules, constitutes a complete and entire agreement of the parties and supersedes any prior communication, representations or agreements between the parties whether verbal or written.
8.4 Governing Law: This Agreement is governed by the laws of New Zealand. The parties irrevocably submit to the non-exclusive jurisdiction of the New Zealand courts.
8.5 Force Majeure: The Provider will not be liable for any breach of this Agreement or any failure to perform that is caused or contributed to by any Act of God, accident, strike, war, act of terrorism, action of any Governmental authority, law change or any other matter beyond the Provider’s control.
8.6 Counterparts: This Agreement may consist of a number of counterparts, each of which when executed shall be an original and all the counterparts together shall constitute on the same instrument.
9. NOTICES
9.1 Unless and until the party provides different address details by notice in writing to the other party to this Agreement, its address for notice shall be: (a) If it is to the Provider:
Nelson English Centre
P O Box 1217
41 Selwyn Place
Nelson 7040
NEW ZEALAND
Telephone No: (+64) 3-548-2255
Email: admin@english-school.ac.nz
(b) If it is to the Retailer: To the address specified below
9.2 Any notice given as provided by this clause shall be deemed received by the party to whom it is addressed when:
(a) In the case of any notice delivered by hand, when so delivered.
(b) In the case of any notice sent by email, the notice shall for the purposes of this Agreement be deemed to be received by the party to whom it is addressed at the time the email enters that party’s “information system” as defined in the Electronic Transactions Act 2002 and Amendments; or in any other case, at the time the email comes to the attention of the addressee.
DIGITALLY SIGNED for on behalf of Nelson English Centre
Miles Fitton
Chief Executive
Please use the checkbox on this page as an electronic signature on behalf of your company if you agree to the above, we will then send you a copy of your starting commission rate, usually 20%.
