International Agency Agreement (U.S. Agents) – Study Abroad Students Only

Parties Macquarie University ABN 90 952 801 237 of Macquarie University, NSW 2109 (CRICOS Provider No 00002J) (Macquarie)

[insert name] [insert ABN ACN or company registration number if foreign entity] of [insert address] (Agent)

Agreement Macquarie wishes to engage the Agent to provide services on the terms set out below in the Details and in the attached document headed ‘General Terms’, and in the Schedules and Annexures. These General Terms, Schedules and Annexures form part of this agreement.

Details

Defined Term Meaning

Commencement Date

[insert date]

Contract End Date [insert date]

Services (a) Provide bundled support services as described in this agreement to students seeking an education at Macquarie via Macquarie’s Study Abroad Program; and

(b) Provide other related services as required by Macquarie.

Territory [insert description of Territory]

Admission Requirements

Required number of years of full time study completed at partner institution – one yearAcademic requirements

Weighted Average Mark (WAM)- Non-law students: 60%- Law students: 65%

Language Requirements

The student must satisfy language proficiency requirements as outlined at www.mq.edu.au/english-requirements

Address for Notices Macquarie

Title: [Title]

Address: Macquarie University, North Ryde 2109

Telephone: [number]

Email: [email]

For invoices and changes to Agent bank account details:

Title: International Finance Officer

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Address: Macquarie University, North Ryde 2109

Telephone: [number]

Email: mi.agent@mq.edu.au

Address for Notices [Other Party]

Title: [Title]

Address: [address]

Telephone: [number]

Email: [email]

Special Terms This agreement is subject to the following special terms.

[insert special terms. If no special terms insert ‘Not applicable’]

(THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK)

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Signed on behalf of MACQUARIE UNIVERSITY by its authorised officer:

Signature of authorised officer

Name of authorised officer

Date Title of authorised officer

[Option 1 Company under s127 Corporation Act]

Signed by [insert name of Agent]

Signature of director Signature of director/secretary

Name of director Name of director/secretary

Date

[Option 2 Company by authorised officer ]

Signed for [insert name of Other Party ] by its authorised officer:

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Signature of authorised officer

Name of authorised officer

Date Title of authorised officer

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GENERAL TERMS

1. INTERPRETATION

1.1 DefinitionsThe following definitions apply in this agreement.

Admission Requirements means the requirements set out in the Details and any other admissions requirements notified by Macquarie.

Application means an application for admission to a Course made by or on behalf of a Prospective Student.

Business Day means any day other than:

(a) a Saturday, Sunday or public holiday in New South Wales, Australia; or

(b) 27, 28, 29, 30 or 31 December.

Census Date means the date determined by Macquarie as the last date for finalising enrolment for the relevant study period.

Code of Ethics means the Australian International Education and Training Agent Code of Ethics, available at:

https://internationaleducation.gov.au/News/Latest-News/Pages/Senator-Birmingham-announces-the-Australian-International-Education-And-Training-Agent-Code-of-Ethics1101-5676.aspx

Commencement Date means the date specified in the Details.

Confidential Information means information in any form or medium that is not Excluded Information and that relates to the past, present or future operations or affairs of Macquarie, its controlled entities or its Prospective Students or Students and:

(a) Macquarie makes the Agent aware is considered by Macquarie to be confidential; or

(b) is by its nature confidential or the Agent knows or ought to know is confidential.

Confidential Information may be acquired before, on or after the Commencement Date. Confidential Information includes the details of this agreement.

Consequential Loss means indirect loss or damage including loss of profits, revenue, data, goodwill or opportunities, damage to reputation and damage arising from third party claims.

Course means a course offered by Macquarie to Prospective Students of the Study Abroad Program.

CRICOS means the Commonwealth Register of Institutions and Courses for Overseas Students.

DET means the Australian Government Department of Education and Training.

Details means the details set out on the cover pages of this agreement.

DHA means the Australian Government Department of Home Affairs.

Electronic Confirmation of Enrolment means an electronic confirmation of an overseas student’s enrolment in a Course following acceptance and generated by PRISMS.

Enrolled Student means a Student who has paid the Course fees and any other required fees to Macquarie and is enrolled after the relevant Census Date in a Course undertaken by coursework.

ESOS Act means the Education Services for Overseas Students Act 2000 (Cth).

ESOS Regulations means the Education Services for Overseas Students Regulations 2001 (Cth).

Excluded Information means information that the Agent can establish is in the public domain other than through a breach of this agreement.

Genuine Temporary Entrant means, in relation to a Prospective Student, that he or she:

(a) genuinely intends to stay in Australia temporarily and does not intend to seek permanent residency, or another visa, following arrival in Australia;

(b) has a genuine intention to successfully complete a Course;

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(c) has the requisite resources to study and live in Australia for the duration of the Course; and

(d) satisfies all other Macquarie criteria relating to qualifications and experience for entry into the Course.

Intellectual Property means all present and future rights resulting from intellectual activity in the industrial, commercial, scientific, literary or artistic fields whether or not capable of protection by statue, common law or in equity and including copyright, trademarks, designs, patents, circuit layouts, plants varieties, business and domain names and inventions.

Language Requirements means the language requirements set out in the Details or as otherwise notified by Macquarie.

Loss means liabilities, losses, damages and costs (including legal costs on a full indemnity basis whether incurred by or awarded against a party) and Consequential Loss.

National Code means the National Code of Practice for Providers of Education and Training to Overseas Students 2018 enacted under the ESOS Act, available at https://www.legislation.gov.au/Details/F2017L01182

PRISMS means the Provider Registration and International Students Management System, which is the Australian Government’s electronic system that holds CRICOS and the Electronic Confirmation of Enrolment.

Prospective Student means a person in the Territory who may be interested in becoming or who has taken steps towards becoming a Student.

Service Fee means the fee payable by Macquarie to the Agent for the Services as set out in the Schedules.

SSVF means the simplified student visa processing framework established by DHA.

Student means a person (whether within or outside Australia) who has enrolled in a Course..

Study Abroad Program means a program available for eligible international students to study units from a range of undergraduate and postgraduate courses available a Macquarie.

Term means the period from and including the Commencement Date to and including the Contract End Date.

1.2 Rules for interpreting this agreement Headings are for convenience only, and do not affect interpretation. The following rules also apply in interpreting this agreement, except where the context makes it clear that a rule is not intended to apply.

(a) A reference to:

(i) a legislative provision or legislation (including subordinate legislation) is to that provision or legislation as amended, re-enacted or replaced, and includes any subordinate legislation issued under it;

(ii) a document or agreement (including this agreement), or a provision of a document or agreement (including this agreement), is to that document, agreement or provision as amended, supplemented, replaced or novated;

(iii) a party to this agreement or to any other agreement or document includes a successor in title, permitted substitute or a permitted assign of that party;

(iv) a person includes any type of entity or body of persons, whether or not it is incorporated or has a separate legal entity, and any executor, administrator or successor in law of the person; and

(v) anything (including a right, obligation or concept) includes each part of it.

(b) A singular word includes the plural, and vice versa.

(c) A word which suggests one gender includes the other genders.

(d) If a word or phrase is defined, any other grammatical form of that word or phrase has a corresponding meaning.

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(e) If an example is given of anything (including a right, obligation or concept), such as by saying it includes something else, the example does not limit the scope of that thing.

(f) A reference to dollars or $ is to an amount in Australian currency.

(g) If a party to this agreement is made up of more than one person, or a term is used in this agreement to refer to more than one party:

(i) an obligation of those persons is joint and several;

(ii) a right of those persons is held by each of them severally; and

(iii) any other reference to that party or term is a reference to each of those persons separately, so that (for example) a representation, warranty or undertaking is given by each of them separately.

2. APPOINTMENT OF THE AGENT

(a) Macquarie appoints the Agent to be its representative to provide the Services in the Territory during the Term.

(b) This is a non-exclusive agreement and Macquarie may appoint other agents in the Territory or elsewhere at Macquarie’s absolute discretion.

(c) The Agent accepts the appointment on the terms set out in this Agreement.

3. AGENT OBLIGATIONS

3.1 Promote Courses The Agent must:

(a) promote the Courses to Prospective Students with integrity and accuracy using only advertising or promotional material about Macquarie which has been provided or approved by Macquarie;

(b) represent the Macquarie brand in accordance with the directions of Macquarie;

(c) uphold the high reputation of Macquarie and of the Australian international education sector;

(d) meet the costs of advertising and promotional activities; and

(e) assist in the marketing of Macquarie as a global study destination.

3.2 Recruit Students The Agent must:

(a) assist Macquarie to recruit Students in an honest, transparent and ethical manner, acting in good faith and in the best interests of the Prospective Student and in accordance with Macquarie’s procedures and directions;

(b) provide Macquarie with market intelligence about recruiting students in the Territory; and

(c) screen Prospective Students based on DHA requirements to establish if a Prospective Student meets the criteria as a Genuine Temporary Entrant.

3.3 Provide information to Prospective Students (a) Before Prospective Students complete an Application the Agent must give Prospective

Students free of charge current information provided by Macquarie about:

(i) Macquarie and its facilities;

(ii) the Courses and their entry requirements;

(iii) the Course fees and other relevant fees and refund conditions;

(iv) living in Australia and the local environment of the campus, accommodation options and costs of living;

(v) the minimum level of English language proficiency, educational qualifications and work experience required for acceptance into a Course;

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(vi) travelling from Sydney airport to Macquarie campus and the use of any airport collection program; and

(vii) visa requirements which must be satisfied.

(b) The Agent must tell Prospective Students that:

(i) students who come to Australia must comply with the conditions of their visas;

(ii) any school age dependents who accompany them are required to pay full fees if they enrol in a government or non-government school; and

(iii) they must have access to sufficient funds to finance their studies, including tuition fees, ancillary costs and living expenses for themselves and any dependents.

3.4 Assist Prospective Students The Agent must:

(a) assist Prospective Students to complete an Application;

(b) ensure all necessary evidences and documents accompany each Application or acceptance of offer and that the student declaration in those forms has been signed by the Prospective Student and provided to Macquarie;

(c) certify documents or submit documents that have been certified by the relevant authority as outlined in Schedule 3;

(d) provide English translations of all documents in languages other than English that form part of an Application. Those translations must be prepared by an official translator registered with a government body;

(e) ensure that a Prospective Student directly pays all fees and charges by electronic transfer if possible, or failing that method, collect and forward within three Business Days of receipt all fees and charges payable to Macquarie by Prospective Students;

(f) advise Prospective Students that they are required to provide postal and personal email addresses other than the Agent’s postal and email addresses to Macquarie and ensure this information is detailed on the Application;

(g) advise the Prospective Students that if their student visa application is refused Macquarie must refund their fees in accordance with Macquarie’s refund policy and the Agent must obtain and send to Macquarie the bank details for the Prospective Student to enable an electronic bank transfer of such fees to the Prospective Student; and

(h) provide any offer, or post offer documents received from Macquarie to the Prospective Student within three Business Days of receiving such documents.

3.5 Keep informed and compliant The Agent must:

(a) maintain a thorough knowledge of the Australian international education system, including the Code of Ethics and Australian student visa regulation and requirements;

(b) ensure all Agent staff undertake regular training on Macquarie and the Courses as directed by Macquarie; and

(c) implement proper records and other systems of control of activities as an approved overseas agent, and monitor and improve those systems to ensure that they meet the standards required by Macquarie.

3.6 Follow Macquarie directions and keep Macquarie informedThe Agent must:

(a) complete Annexure A and deliver it to Macquarie on the Commencement Date. The Agent must notify Macquarie of any changes to the information in Annexure A;

(b) perform other services and provide reports or information as and when requested by Macquarie;

(c) use Macquarie’s systems to fulfil the Agent’s admission and reporting requirements as required by Macquarie; and

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(d) immediately notify Macquarie if the Agent receives any notice issued under the ESOS Act including a production notice given under section 113 of the ESOS Act or an attendance notice given under section 116 of the ESOS Act.

3.7 Compliance with US Higher Education Act(a) Any communications that the Agent or its employees make with Students or Prospective

Students, including any communications regarding any of the Courses, financial charges or employability of graduates, must comply with the US Higher Education Act, including the misrepresentation regulations of the US Department of Education at 34 C.F.R. 668.71.

(b) In accordance with the US Higher Education Act and the U.S. Department of Education regulations at 34 C.F.R. § 668.14(b)(22), the Agent must not provide any commission, bonus or other incentive payment based in any part, directly or indirectly, upon success in securing enrolments or the award of financial aid, to any person or entity who is engaged in any student recruitment or admission activity or in making decisions regarding the award of student financial aid funds authorised under such Act.

4. OBLIGATIONS OF MACQUARIE

4.1 Provide information Macquarie must:

(a) give the Agent accurate information about the Courses, fees, facilities and entry requirements;

(b) provide promotional materials to head offices of the Agent located in the Territory; and

(c) provide information and advice concerning obligations specified by the ESOS Act, ESOS Regulations and the National Code.

4.2 Offer places Subject to clause 4.4 and the Prospective Student meeting all the necessary Admission Requirements and Language Requirements, Macquarie must process all Applications and make offers to Prospective Students for whom a place is available.

4.3 Service Fee Macquarie must pay the Service Fee to the Agent in accordance with Schedule 1 and Schedule 2.

4.4 Macquarie’s discretion Macquarie reserves the right (in its absolute discretion):

(a) not to accept an Application and the Agent must not bring any claim for compensation in connection with Macquarie not accepting any Application;

(b) to vary the amounts payable under Schedules 1 and 2 on providing not less than 7 days’ written notice; and

(c) to request information from DHA or any other authority regarding the Agent’s performance as an education agent including details of any visas which the Agent has assisted a Prospective Student to apply for but which have been rejected by DHA.

5. AGENT ACKNOWLEDGEMENTS

The Agent agrees that:

(a) Macquarie has made the Agent aware of the requirements of, and given a copy of or shown the Agent how to access, the ESOS Act, the ESOS Regulations, the National Code and the Code of Ethics and the Agent must comply with those requirements;

(b) the Agent understands Macquarie as registered provider must comply with the ESOS Act and the National Code and the Agent must not do anything to cause Macquarie to be in breach of its obligations under the ESOS Act or National Code;

(c) the Agent understands the obligations of Macquarie as a CRICOS registered education provider under the SSVF arrangements and must assist Macquarie to comply with those obligations and to maintain a low immigration risk rating; and

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(d) unless the Agent informs Macquarie otherwise in writing, the Agent’s personal information is:

(i) recorded in PRISMS;

(ii) accessed by DET and other Australian agencies that access PRISMS;

(iii) used to administer or monitor compliance with Australian laws; and

(iv) disclosed by DET to other Australian entities, education institutions and publicly (as aggregated data).

6. AGENT WARRANTIES

The Agent represents and warrants to Macquarie that:

(a) it is duly established as an entity and validly existing under the laws of its place of registration and has been in continuous existence since its registration;

(b) it has the right, power and authority, and has taken all actions necessary, to execute and deliver this agreement and to exercise its rights and perform its obligations under this agreement;

(c) its provision of the Services in the Territory complies with all applicable laws of the Territory; and

(d) it has obtained, maintains and complies with all registrations, permits, licences and approvals required by law to be obtained from any governmental agency in Australia or the Territory in connection with its obligations under this Agreement.

7. AGENT LIMITATIONS

7.1 Visa assistanceThe Agent must not:

(a) provide immigration advice to Prospective Students or students in the Territory unless it is registered or licensed to do so under the Migration Act 1958 (Cth);

(b) facilitate an Application for a Prospective Student who does not comply with Australian visa requirements or who the Agent believes may not comply with the conditions of their visa or who may not be a Genuine Temporary Entrant;

(c) make any representations or offer any guarantees to a Prospective Student about whether they will be granted a student or other visa; or

(d) use the PRISMS to create an Electronic Confirmation of Enrolment for individuals other than bona fide Prospective Students.

7.2 False or misleading practicesThe Agent must not:

(a) assist a Prospective Student to submit false documentation to Macquarie or to Australian Government authorities;

(b) engage in false, misleading or dishonest advertising or recruitment practices including attempting to recruit a Prospective Student where this conflicts with the obligations of Macquarie under Standard 7 of the National Code;

(c) make any false or misleading comparisons with any other education provider or their courses;

(d) make any inaccurate claims of association of Macquarie or any of its controlled entities with any other education provider;

(e) give inaccurate information to a Prospective Student about acceptance into any Course;

(f) except as provided for under clause 3.4(e) receive or bank any fees and charges payable to Macquarie by a Prospective Student or deduct any amount from such fees and charges; or

(g) give inaccurate information to a Prospective Student about the fees and charges payable to Macquarie.

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7.3 Use of sub-agents The Agent must not appoint a sub-agent to perform any of its obligations under this agreement.

7.4 Conflicts of interestThe Agent must take reasonable steps to avoid conflicts of interest with its duties as an education agent of Macquarie and declare in writing any conflicts that arise.

7.5 Further restrictions on AgentThe Agent must not:

(a) commit Macquarie to accept any Prospective Student into a Course;

(b) use or access PRISMS without the approval of Macquarie;

(c) use any Intellectual Property of Macquarie without the prior written consent of Macquarie;

(d) accept an offer from Macquarie on behalf of a Prospective Student; or

(e) charge a fee to a Prospective Student or the Prospective Student’s associate for:

(i) the Application;

(ii) the Prospective Student’s acceptance of an offer from Macquarie; or

(iii) promotional materials.

8. MONITORING AGENT

8.1 Frequency Macquarie will monitor the performance by the Agent (and any approved sub-agents) of the Agent’s obligations under this agreement. This monitoring will take place annually and at such other times as Macquarie determines.

8.2 Cooperation of Agent (a) The Agent must cooperate and assist Macquarie with Macquarie’s monitoring under clause

8.1 including by providing documentation used for marketing, sales and recruitment.

(b) Within 28 days of a request by Macquarie the Agent must provide Macquarie with:

(i) a report detailing the student recruitment activities it has undertaken on behalf of Macquarie since its last report or since another date specified by Macquarie; and

(ii) a signed declaration from the Agent stating whether the activities referred to in paragraph (i) comply with this agreement.

(c) The Agent authorises Macquarie to contact third parties including Australian Government departments to obtain information about the Agent’s performance and compliance with legislative and administrative requirements.

(d) The Agent must respond promptly to negative feedback and if requested by Macquarie the Agent must take immediate corrective action.

8.3 Methods of monitoring Macquarie may determine the methods by which it monitors the Agent which may include:

(a) reviewing reports provided by the Agent;

(b) conducting surveys or interviews of Students and Prospective Students;

(c) conducting interviews with the Agent, its employees and any approved sub-agent;

(d) inspecting the Agent’s documents, records and systems; and

(e) attending the Agent’s offices or education fairs and conferences.

8.4 Information and activities reviewedIn monitoring the Agent Macquarie may determine the information and Agent activities it reviews which may include:

(a) recruitment practices and volume;

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(b) application to offer conversion rates;

(c) acceptance to enrolment conversion rates;

(d) number of Students withdrawing from Courses

(e) meeting of any agreed recruitment targets;

(f) visa success rates;

(g) quality of Application and accompanying documents; and

(h) Student compliance with visa conditions.

9. CONFIDENTIAL INFORMATION, PRIVACY AND INTELLECTUAL PROPERTY

9.1 Confidential Information The Agent must keep all Confidential Information confidential and the Agent must not disclose or use Confidential Information for purposes other than the delivery of the Services under this Agreement. The Agent must ensure that this obligation of confidentiality is made known to all of its officers, employees and agents involved in the delivery of the Services and must monitor their compliance with this obligation of confidentiality.

9.2 Privacy The Agent must comply with:

(a) Macquarie’s Privacy Management Plan, policies and obligations concerning the security, use and disclosure of personal information to which the Agent may have access as if it were an agency bound by the Privacy and Personal Information Protection Act 1998 (NSW); and

(b) the Family Educational Rights and Privacy Act (20 U.S.C § 1232g; 34 CFR Part 99).

9.3 Intellectual Property Macquarie owns the Intellectual Property in all information provided or produced by or on behalf of Macquarie or relating to Macquarie or its controlled entities.

10. INDEMNITY AND INSURANCE

10.1 Indemnity The Agent indemnifies Macquarie against all Loss arising in connection with the Agent breaching any provision of this agreement or any applicable law of Australia or the Territory.

10.2 Insurance (a) The Agent must for the Term effect and maintain all insurance policies as may be required

by law within the jurisdictions in which it conducts its business together with the following insurance policies:

(i) public liability insurance (or equivalent) with a limit of not less than $20 million for each occurrence; and

(ii) professional indemnity insurance (or equivalent) with a limit of not less than $5 million for each claim.

(b) The Agent must provide Macquarie with copies of certificates of currency of the relevant policies upon request from Macquarie.

11. RENEWAL AND TERMINATION

11.1 Renewal At any time prior to expiry of the Term or termination of this agreement Macquarie and the Agent may agree in writing to extend the Term for a specified period (Renewal Term). The terms of this agreement as modified in writing by the parties apply to any Renewal Term.

11.2 Termination by a party Any party may terminate this agreement at its discretion by giving the other parties 30 days’ written notice.

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11.3 Immediate termination by MacquarieMacquarie may terminate this agreement immediately if the Agent (or where applicable a sub-agent of the Agent):

(a) breaches a term of this agreement or is charged with a breach of any law or is the subject of proceedings or investigations commenced or threatened by a public body whether of a state or territory of Australia or of the Territory;

(b) is suspected on reasonable grounds by Macquarie to have engaged in conduct in breach of the ESOS Act, ESOS Regulations or the National Code;

(c) is found to be performing unsatisfactorily by a review conducted under clause 8;

(d) engages in conduct that Macquarie reasonably regards as detrimental to the reputation of Macquarie or another Australian educational institution;

(e) becomes insolvent or goes into liquidation or provisional liquidation or enters into any arrangement or composition with its creditors;

(f) is subject to any action to have a controller, administrator, receiver, receiver and manager, liquidator or provisional liquidator appointed over its assets; or

(g) dies, ceases to be of full legal capacity or becomes incapable of managing its own affairs for any reason.

11.4 Effect of termination or expiry Termination of this agreement does not affect any accrued rights or remedies of a party.

11.5 Actions by Agent following termination When this agreement terminates or expires the Agent must:

(a) give to Macquarie all Applications and fees from Prospective Students received by the Agent up to the date of termination or expiry;

(b) provide to Macquarie copies of all information it has at the date of termination or expiry about Prospective Students; and

(c) immediately stop using any advertising, promotional or other material supplied by Macquarie and return by registered mail or reputable international courier all such material and any confidential information of Macquarie in any form including electronic or on backup or hardcopy media.

11.6 Actions by Macquarie following termination When this agreement terminates or expires Macquarie must:

(a) process any Applications received from the Agent up to the date of termination or expiry and pay any Service Fee due to the Agent under clause 4.3; and

(b) process any Applications received after the date of termination or expiry as direct Applications and correspond directly with the Prospective Students. No fee is payable to the Agent for those Applications.

12. NOTICES

12.1 How to give an effective notice A notice, consent or other communication under this agreement must be in writing and signed by an authorised person and must be either left at the addressee’s address or sent to the addressee by pre-paid mail or email and is deemed to be delivered to the addressee:

(a) if it is left at the addressee’s address before 5.00pm on a Business Day, on that day. If it is left at the addressee’s address on a day that is not a Business Day or after 5.00pm on a Business Day, at 9.00am on the next Business Day;

(b) if it is sent by pre-paid mail within Australia, six Business Days after it is posted;

(c) if it is sent by international post, ten Business Days after it is posted; and

(d) if it is sent by email, on the day of transmission unless a notification is received by the sender that the transmission was unsuccessful.

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12.2 Addresses for noticesA party’s address is the Address for Notices as set out in the Details. A party may change its address by notice to the other party.

13. AMENDMENT AND ASSIGNMENT

13.1 Amendment This agreement can only be amended or replaced by another agreement executed by the parties.

13.2 Assignment(a) The Agent may only deal with its rights under this agreement with the consent of

Macquarie.

(b) Macquarie may deal with its rights under this agreement without the consent of the Agent, and may disclose to any potential holder of the right or interest any information relating to this agreement or any party to it.

14. DISPUTE RESOLUTION

14.1 Notify Dispute (a) If any dispute arises under this agreement a party may notify the other parties by giving

written details of the dispute.

(b) The parties must negotiate in good faith on a commercially realistic basis to resolve the dispute and must refer resolution of the dispute to authorised officers within each party.

14.2 ACICA (a) Any dispute which cannot be settled under clause 14.1 within 20 Business Days from

receipt of notice may be referred for mediation by an independent person appointed for that purpose by the parties and failing agreement between the parties within 10 Business Days, to the Australian Centre for International Commercial Arbitration (ACICA).

(b) Unless the ACICA Rules require otherwise:

(i) the language of the arbitration will be in English; and

(ii) the place of arbitration with be Sydney, NSW.

14.3 Court proceedingsNothing in this clause 14 prejudices the right of a party to commence court proceedings.

15. GENERAL

15.1 Governing law This agreement is governed by the laws of New South Wales and any dispute relating to it must only be referred to the courts of New South Wales and the federal courts of Australia.

15.2 Delays in execution (a) This document operates as an agreement between Macquarie and the Agent.

(b) If the Agent is given a copy of this agreement executed by Macquarie and the Agent commences delivering any Services to Macquarie, the Agent will be taken to have accepted an offer from Macquarie to enter into an agreement with Macquarie on the terms set out in this agreement.

(c) If the Agent enters into an agreement under clause 15.2(b), the Agent must, as soon as reasonably practicable, deliver Macquarie a signed counterpart of this agreement as evidence of that agreement.

15.3 Exercise of rights The exercise of a right does not present any further exercise of that right or the exercise of any other right. Neither the exercise of a right nor a delay in the exercise of a right operates as an election or a variation of the terms of this agreement.

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15.4 Operation of this agreement (a) This agreement including its schedules and annexures contains the entire agreement

between the parties about its subject matter.

(b) Any provision of this agreement which is unenforceable is, where possible, to be severed unless this would materially change the intended effect of this agreement.

15.5 Operation of indemnities (a) Each indemnity in this agreement survives the termination of this agreement.

(b) A party may recover a payment under an indemnity in this agreement before it makes the payment in respect of which the indemnity is given.

15.6 Language of agreement If this agreement is translated into other languages and there is a discrepancy between the different language versions, this English version prevails.

15.7 Set-off Macquarie may set-off any obligation from the Agent due and arising under this agreement. If the obligations are in different currencies, Macquarie may convert either obligation at the prevailing market rate.

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SCHEDULE 1 – SERVICE FEE The Service Fee will be paid by Macquarie to the Agent as a percentage of the published tuition fee for the commencing study period for Study Abroad Program Course enrolments as set out below:

Course Service Fee rate (as a percentage of the relevant tuition fee above)

Study Abroad Program Course [X%]%

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SCHEDULE 2 – PAYMENT TERMS1. SERVICE FEE

Macquarie must pay the Agent at the Service Fee rate specified in Schedule 1 if:

(a) an Application is submitted by the Agent and bears the Agent’s name as specified in the contract;

(b) the Application is for a Course specified in Schedule 1;

(c) an offer letter is issued to the Agent from Macquarie in relation to the Application;

(d) the Agent submits an acceptance signed by the Student of their offer letter from Macquarie and the Electronic Confirmation of Enrolment is issued to the Agent; and

(e) the Student is an Enrolled Student.

2. NON-PAYMENT OF SERVICE FEE

2.1. No Payment

The Service Fee is not payable by Macquarie to the Agent where the Student:

(a) is not an Enrolled Student at the time of payment;

(b) extends their Course duration;

(c) lodges an Application that is later found to have been made based on fraudulent documents;

(d) is enrolled as an exchange student;

(e) obtains permanent residency prior to the commencement date of their commencing semester;

(f) is an Enrolled Student returning to the same or equivalent program following withdrawal or a period of 12 months of non-enrolment; or

(g) is no longer considered to be an eligible Student because of their visa status.

2.2. Eligible For Payment

For the avoidance of doubt, the Agent will not be ineligible to receive the Service Fee in respect of a Student for the sole reason that the Student is:

(a) in receipt of a Macquarie scholarship; or

(b) in receipt of an offer issued by the Universities Admissions Centre (UAC).

3. OVERPAYMENTS

An Agent must, within twenty one days after request from Macquarie, repay to Macquarie any overpayment made by Macquarie to the Agent under this agreement (including an overpayment arising because a matter listed in clause 2 of this Schedule 2 occurs or becomes apparent after Macquarie makes a payment to the Agent).

4. INVOICE REQUIREMENTS

4.1. Census Date

Service Fees will not be paid earlier than the relevant Census Date.

4.2. Submit Invoice

Despite any other provision of this Schedule 2, Macquarie is not required to make any payment until properly invoiced for the payment by the Agent. The Agent must submit invoices for each Enrolled Student for which payment is being sought within 30 days of the Census Date.

4.3. Invoice Inclusions

Each invoice must include:

(a) the name of the Agent (e.g. full company name);

(b) the Agent’s current address, telephone, fax and email address;

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(c) an invoice number;

(d) the family name, given names and date of birth of the Student;

(e) the Enrolled Student’s student identification number;

(f) the name and CRICOS code of the Course for which the Student has applied and enrolled and for which the Agent is claiming payment of the Service Fee;

(g) the semester and year in which the Student commences the Course;

(h) the amount of Service Fee due in Australian dollars;

(i) the bank account into which the Agent wishes the payment to be made (which must be an account notified using Annexure A or such other method as requested by Macquarie); and

(j) for invoices issued in respect of payments for Services provided in a Territory other than Australia, a clear expression that the Service Fee is inclusive of all relevant tax payable under the laws of the Territory.

4.4. Agents Carrying On Business In Australia

Where the Agent carries on business in Australia, the invoice must also:

(a) express the Service Fee as inclusive of GST (in accordance with GST legislation for services performed within Australia);

(b) qualify as a Tax Invoice for the purposes of Australian law; and

(c) contain the Agent’s Australian Business Number.

4.5. Agents Carrying On Business Outside Australia

Where the Agent carries on business outside Australia and requests the Service Fee to be paid to an Australian bank account, the Agent must complete and provide Macquarie with a completed Australian Taxation Office statement by a supplier currently available at https://www.ato.gov.au/forms/statement-by-a-supplier-not-quoting-an-abn/ if the Agent is not required to quote an Australia Business Number.

4.6. Service Fee Payments

Macquarie will pay the Service Fee to the Agent and not to any other party. Macquarie may however, at the request of the Agent, and in Macquarie’s sole discretion, pay the Service Fee to a third party nominated by the Agent upon provisions of written authorisation from an authorised signatory of the Agent.

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SCHEDULE 3 – CERTIFICATION OF DOCUMENTS (a) All documents submitted to Macquarie must either be original documents or certified copies of

original documents. Agents must ensure that all documents submitted to Macquarie are genuine.

(b) An original document must carry on it the original stamps and signature(s) of the issuing authority.

(c) When originals are not available and copies of originals are submitted, it is essential that the person certifying the copy also sight the original.

(d) Documents can only be certified by the issuing institution, an Australian diplomatic post, an IDP Education Australia office or any other registered agent of Macquarie. Justices of the Peace (JP’s) are not authorised to certify documents.

(e) A registered agent of Macquarie must use the agency stamp and sign and print their name on each page when certifying a copy.

(f) Translations are required for all documents in languages other than English which are submitted with an Application. Translations can only be made by an official translator registered with a government body.

(g) Hard copy by mail, facsimile, or scanned copies of certified documents can be accepted for application purposes. However, all Students must bring their original documents with them to Australia and present them for examination.

(h) All documents submitted to Macquarie become the property of Macquarie and will not be returned.

Rigorous checks are conducted on Applications both before and after Students enrol. If any fraudulent documents are discovered, appropriate action will be taken. This will result in the withdrawal of an offer or the termination of an enrolment. Checking will involve contacting the original issuing authority to verify transcripts.

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ANNEXURE A – AGENT INFORMATION

1. AGENT REPRESENTATIVES

Director’s Information Key Operational Contact (if different from Director’s Information)

Director’s Name: Name:

Address:

Address:

Phone: Phone:

Email: Email:

Website: Website:

Company officer authorised to notify changes to bank details, including bank details for the Agent’s branches or for sub-agents. (The Director will be the authorised officer if below is left blank):

Name:

Position:

Phone:

Email:

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2. BILLING DETAILS FOR THE AGENT’S HEAD OFFICE

Domestic Payment – Australian Bank accounts ONLY

Bank Name:

Bank account name:

Bank account number:

BSB number:

OR: International Payment – It is mandatory to provide all information requested to facilitate payment

Bank Name:

Branch name:

Bank address:

City: Post or Zip Code:

Country:

Bank account name:

Bank account number:

Swift code/BSB/IBAN/

Sort Code/Transit No/ABA:

Email address for remittance advice:

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3. BILLING DETAILS FOR BRANCHES OF THE AGENT

This item 3 must be completed if the Agent will request that Macquarie make Payments in respect of the work of a particular branch of the Agent to a bank account other than that listed in item 2 of this Annexure.

3.1 Details of the branch of the Agent

Branch name:

Branch street address:

City: State:

Country: Post or Zip Code:

Telephone Number: +( )( )( ) Fax Number:

3.2 Branch bank details

Domestic Payment – Australian Bank accounts ONLY

Bank Name:

Bank account name:

Bank account number:

BSB number:

OR: International Payment – It is mandatory to provide all information requested to facilitate payment

Bank Name:

Branch name:

Bank address:

City: Post or Zip Code:

Country:

Bank account name:

Bank account number:

Swift code/BSB/IBAN/Sort Code/Transit No/ABA:

Email address for remittance advice:

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