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RECRUITMENT TERMS AND CONDITIONS

You, the Recruiter, are accessing these Recruitment Terms and Conditions because you have signed a Recruitment Agreement with Shorelight, LLC. Your agreement with Shorelight includes the Recruitment Agreement, any exhibits thereto, and these Recruitment Terms and Conditions (collectively, the “Agreement”).

You acknowledge that you have read and understood the Agreement, accept the Agreement, and agree to be bound by it. If you don’t agree (or cannot comply with) the Agreement, then you may not recruit Prospective Students to Programs offered by Shorelight’s University Clients.

Unless otherwise defined herein, all capitalized terms shall have the meaning given to them in the Recruitment Agreement.

1. General Obligations

In addition to the responsibilities contained in section 2 of the Recruitment Agreement, while performing the Services, Recruiter shall:

a) at all times provide accurate information about University Clients and Programs. Recruiter and its sub-agents must give Prospective Students, before they complete an application, accurate information about:

  • the University Clients and their facilities, equipment and resources;
  • the Programs;
  • the University Clients’ relevant tuition and fees and refund requirements;
  • living in the US, including information about campus location and costs of living;
  • the minimum level of English language ability, educational qualifications and work experience required for acceptance into a Program; and
  • visa requirements which must be satisfied by a Prospective Student, including that Prospective Students must have a primary purpose of studying and must study on a full-time Study basis (and the Recruiter must use all reasonable endeavours to verify that such is the case).

b) at all times comply with the guidelines for commissioned agents set forth in the National Association for College Admission Counselling Code of Ethics and Professional Practices.

2. Recruiter Prohibitions

The Recruiter and any of its sub-agents shall not:

a) engage in any dishonest practices, including suggesting to Prospective Students that they can come to the US on a student visa with a primary purpose other than full time study;
b) encourage Prospective Students, who do not comply with academic, English language or visa requirements, to submit applications;
c) make any representations or offer any guarantees to Prospective Students about whether they will be granted a student visa;
d) engage in false or misleading advertising or recruitment practices;
e) make any inaccurate claims of association with Shorelight or with any of the University Clients;
f) undertake any advertising or promotional activity about the Programs or the University Clients without the prior written consent of Shorelight. Advertising or promotional activities will be at the Recruiter’s expense unless otherwise agreed to in writing by Shorelight;
g) commit Shorelight to accept any Prospective Student onto a Program and must not make representations to the contrary;
h) set up a website, register a URL or use any registered or unregistered logos, trademarks, designs and marks that belong to or carry the name of the University Clients without the prior written consent of Shorelight.
i) Release or disclose the Educational Records of any student without the express written authorization of that student.

Shorelight reserves the right, at its discretion, to terminate, suspend or initiate a probation period for the Recruiter, an individual counsellor employed by the Recruiter, or a particular branch office or region of the Recruiter for failure to comply with the above obligations or prohibitions. Shorelight shall monitor and evaluate the activities of the Recruiter, including by regular face-to-face meetings, telephone correspondence, requests for reports detailing student recruitment processes, progress and outcomes, in addition to requesting information regarding the Recruiter’s activities via student and parent feedback.

3. Non-Exclusivity; Conflicts of Interest

Shorelight can appoint other recruiters or representatives as it so chooses.

Recruiter represents and warrants that Recruiter is not bound by any written agreement that might prohibit or interfere with the performance of the Services by Recruiter, and that it will not enter into any agreement in conflict with this Agreement

4. Termination

Either party can terminate this Agreement at any time by giving the other party 30 days’ prior written notice, provided that Shorelight can terminate this Agreement at any time and with immediate effect if the Recruiter breaches any provision of this Agreement.

Shorelight also can immediately terminate this Agreement in the event that Recruiter or any of its sub- agents or designees become subject to, violate, or cause Shorelight to violate or become subject to, or at risk of being subject to, Sanctions (as defined below), or in the event that Shorelight determines that changes in Sanctions make it impossible to perform the Agreement in whole or in part.

In the event of termination for Sanctions reasons as set forth below or for breach of section 6 below (Anti-Corruption), Shorelight shall have no liability to Recruiter for any charges, fees, reimbursements or other compensation or claims under this Agreement, including for services previously performed.
Recruiter shall defend and indemnify Shorelight from and against any loss, cost, claim, liability, penalty or damage resulting from the breach of the Anti-Corruption provision (including, without limitation, those arising as a consequence of Shorelight’s termination of this Agreement).

Upon termination, the Recruiter must:

a) submit all applications and fees from Prospective Students received up to the date of termination;
b) immediately cease holding itself out as authorized to recruit on behalf of Shorelight or any of the University Clients and immediately cease all recruitment for Shorelight and the University Clients; and
c) immediately cease using any advertising, promotional or other material supplied by Shorelight or the University Clients and return all such material to Shorelight by registered mail or a reputable international courier.

The termination of this Agreement by either party does not affect any accrued rights or remedies of either party.

5. Compliance with Laws

Recruiter shall be fully responsible for all acts of its sub-agents or designees, and in performing the Services shall:

a) at all times comply with any applicable laws and/or regulations in the US and in each jurisdiction in which it operates, and ensure it has in place any necessary licences;
b) at all times comply with the Family Educational Rights and Privacy Act (“FERPA”), 20 U.S.C. § 1232g, and its implementing regulations, 34 C.F.R. § Pt. 99. Recruiter represents that, as a necessary party enabling Shorelight to carry out its obligations to its University Clients, it has a legitimate educational interest in access to the educational records and information (“Educational Records”) concerning students recruited by Recruiter and may have access to such Educational Records subject to and limited by 34 C.F.R. 99.31(a)(1)(B). Recruiter will not disclose or release Educational Records to any third party without written authority of the student. Recruiter hereby requests the ongoing release of Educational Records relating to disciplinary matters or academic delinquencies of those students recruited by Recruiter who have signed a written release of their Educational Records to Recruiter;
c) at all times comply with U.S. sanctions and export control laws and regulations, including but not limited to the economic sanctions laws and regulations administered by the U.S. government, including those set forth in 31 C.F.R. Parts 500-598 and various statutes and executive orders (“Sanctions”); ensure that its sub-agents and designees so comply; and refrain from taking any actions that would subject either Recruiter or Shorelight to penalties or adverse consequences under Sanctions;
d) represent that, throughout the term of this Agreement, neither it nor any of its sub-agents or designees is subject to Sanctions under U.S. law, including through listing on a Sanctions list or ownership by one or more parties subject to Sanctions

6. Anti-Corruption

The Recruiter will:

a) at all times be bound by and strictly comply with the Foreign Corrupt Practices Act, UK Bribery Act, and all other applicable laws, rules, regulations and industry codes concerning bribery, money laundering, or corrupt practices or behavior, or which in any manner prohibit the giving of anything of value to any official, agent or employee of any government, political party or public international organization, candidate for public office, or to any officer, director, employee or representative any other organization.
b) not directly or indirectly offer, pay or promise to pay, or authorize the payment of, any money or other thing of value (including any fee, gift, sample, travel expense or entertainment with a value in excess of one hundred US dollars ($100) in aggregate to any one individual in any year) or any commission payment (other than as previously agreed in writing by Shorelight) to any

    • Prospective Student,
    • University Client, or
    • any official or employee of any government, or any department, agency, or instrumentality thereof, any political party or official thereof, any candidate for political office, any official or employee of any public international organization, any person acting in an official capacity for or on behalf of any such government, department, agency, instrumentality, party, or public international organization (“Government Official”);

c) not directly or indirectly, offer, pay, promise to pay, or authorize the payment of any money, or offer, give, promise to give, or authorize the giving of any financial or other advantage or anything else of value, irrespective of amount, to:

    • any Government Official for the purpose of (a) improperly influencing or rewarding any act or decision of such Government Official, or (b) inducing such Government Official to do or omit to do any act in violation of his or her lawful duty, or (c) securing any improper advantage for Recruiter or Shorelight, or (d) improperly inducing such Government Official to use his or her influence with a government or instrumentality thereof to affect or influence any act or decision of such government or instrumentality, or
    • any officer, employee, agent, or representative of another company or organization, without that company’s or organization’s knowledge and written consent (a copy of which consent shall be promptly provided by Recruiter to Shorelight), with the intent to influence the recipient’s action with respect to his or her company’s or organization’s business, or to gain a commercial benefit to the detriment of the recipient’s company or organization, or to induce the recipient to violate a duty of loyalty to his or her employer;

d) ensure that the Recruiter makes all payments to third parties by check mailed to such third parties’ principal place of business or by wire transfer to a bank located in the same jurisdiction as such parties’ principal place of business;
e) ensure that each transaction is properly and accurately recorded on the Recruiter’s books and records, and each document upon which entries are based is complete and accurate in all respects. The Recruiter will maintain a system of internal accounting controls adequate to ensure that it maintains no off-the-books accounts and that its assets are used only in accordance with management directives. Shorelight will be permitted, at its own expense and upon reasonable notice, to audit the Recruiter’s books and records to ensure the Recruiter’s compliance with the Anti-Corruption Provision; and
f) require any and all affiliates, subcontractors, representatives, servants, agents or other persons or entities that provide services to or for Recruiter in connection with Recruiter’s obligations under this Agreement to agree in writing to and abide by the representations, warranties and covenants in this Anti- Corruption Provision.

7. Limitation of Liability

Recruiter agrees that Shorelight will not be liable for any indirect, incidental, special, or consequential punitive or multiple damages, including without limitation any damages resulting from loss of use, loss of business, loss of revenue, loss of profits, or loss of data, arising in connection with the Agreement, even if Shorelight has been advised of the possibility of such damages. The foregoing limitation of liability shall apply regardless of the cause of action under which such damages are sought. Shorelight’s total liability under the Agreement shall in no event exceed an amount equal to $10,000.

8. Governing Law and Dispute Resolution

This Agreement is governed by and construed in accordance with the laws of the State of New York, USA, without regard to its conflict of law principles. Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or invalidity thereof, shall be settled by arbitration under the UNCITRAL Arbitration Rules in effect as of the Effective Date (“UNCITRAL Rules”). The appointing authority shall be the International Centre for Dispute Resolution. The case shall be administered by the International Centre for Dispute Resolution under its “Procedures for Cases of the UNCITRAL Rules.” The arbitration shall be conducted in the English language in New York City, New York, USA. There shall be a sole arbitrator, named in accordance with the UNCITRAL Rules.

9. No Agency

Nothing in the Agreement shall be construed to create a partnership, joint venture, or agency relationship between Shorelight and the Recruiter. The Recruiter is engaged by Shorelight only for the purposes and to the extent set forth in the Agreement. Subject only to the terms of the Agreement, the Recruiter shall have complete control of its employees and agents engaged in the Services, and the Recruiter shall be solely responsible for payment of all compensation or fees owed to its employees and agents, as well as employment related taxes. Subject to the terms of the Agreement, the Recruiter shall ensure that neither it nor its employees or agents shall act or hold themselves out as agents or employees of Shorelight.

10. Severability

If any provision of this Agreement is held by a court of proper authority to be invalid, illegal or unenforceable in any jurisdiction, the remainder of this Agreement will continue in full force and effect.

11. Entire Agreement

The Recruitment Agreement, any exhibits thereto, and these Terms and Conditions constitute the complete and full agreement between the parties as to its subject matter and replaces and supersedes any prior arrangement or agreement, whether oral or written, between the parties. This Agreement may only be altered in writing, signed by both parties. If there is any discrepancy between the Recruitment Agreement and the Terms and Conditions, the conflict shall be resolved in the following order: first, the Terms and Conditions; second, the Recruitment Agreement; and third, any Exhibits to the Recruitment Agreement.