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Expression of Interest for sales of course entitlements
WHOLESALER/RETAILER STRUCTURE

Between: Worldwide School Ltd, duly incorporated company having its registered office at Auckland ("The Provider")
And:
("The Retailer").
Background:

A. The Provider operates an English Language School based in Auckland, New Zealand.
B. The Retailer sells education services to students.
C. This agreement records the terms and conditions to which the Provider will sell Lesson Entitlements to the Retailer.
Terms of this Expression of Interest
1. Definitions
In this agreement, unless stated otherwise:
“Code of Practice” means The Code of Practice for the pastoral care of international students issued by the Ministry of Education, able to be viewed at https://www.nzqa.govt.nz/providers-partners/tertiary-and-international-learners-code/
“Course Entitlement” means a choice in action which entitles its holder to attend a course offered by the provider at the schools in accordance with the Provider’s Conditions of Enrolment. The Course Entitlement may include other services provided by the Provider, such as accommodation and airport transfers “Purchase Price” means the wholesale price advised by the Provider to retainers from time to time as the Purchase Price charged by the Provider to education retailers for the sale of Course Entitlements.
“Schools” Means Worldwide School of English operated by the provider in Auckland, 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 Schools, 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.
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 list notified by the Provider to the Retailer.
3.2 The Provider will provide a GST invoice to the Retailer for the purchase price for Course Entitlements purchased by the Retailer.
3.3 The Retailer shall pay the Purchase Price to the Provider at least 7 days before the start of the course to which the Course Entitlement relates.
3.4 The Retailer shall pay the Purchase Price to the Provider’s account as notified by the Provider.
3.5 If a student pays the retail tuition fee charged to it by the Retailer directly to the Provider, the Provider will collect that fee as a collection agent for the Retailer. The Provider may deduct the purchase price payable by the Retailer for the relevant course (and may deduct any monies owing to it by the Retailer) from the money received from the Student and will remit the balance to the Retailer. The Provider will not, however, remit the balance if a Student withdraws from their course and the Provider is required by law under the refund policy to refund any payments received from the Student. 
Link: Terms & Conditions
Link: Refund Policy
4. Course Entitlements
4.1 The Retailer shall notify the Provider as soon as is practical 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 do its best 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.
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 a letter of acceptance for the Student’s enrolment to the Retailer.
5. Retailer’s obligations
5.1 The Retailer agrees to provide prospective Students with true and accurate information about the School, its fees and its associated activities. Any Retailer’s counselling staff should be fully acquainted with the information provided by the Provider.
5.2 The Retailer agrees to make Students aware of the Provider’s Conditions of Enrolment, especially in regard to accommodation and the Provider’s course withdrawal and Refund policy. 5.3 The Retailer shall comply with all relevant laws when promoting and selling the Course Entitlements.
5.4 The Retailer agrees to advise Students of the immigration requirements governing the entry of international students to New Zealand. This information is available on 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. 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.
6. Termination
6.1 This Agreement may be terminated at any time by the Provider giving seven days notice in writing to the Retailer. 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 Agency: Nothing in this Agreement shall be construed as creating a relationship of principal and agent between the Provider and the Retailer.
8.2 Entire Agreement: This Agreement constitutes a complete and entire agreement of the parties and supersedes any prior communication, representations, or agreements between the parties whether oral or written.
8.3 Governing Law: This Agreement is governed by the laws of New Zealand.
8.4 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.
Retailers Discount agreement
This note is to confirm the Retailers Discount agreement that we will have for you until further notice. Worldwide School will give you a 25% margin on RRP tuition fees (includes extensions). The Retailers Discount can be deducted by the Retailer from payment to the Provider, otherwise, it will be sent on the 20th of the month 7 days after the student has commenced their classes.
Clear Signature
Please, draw a clear signature
REFERENCES
Please provide the references from 2 schools that you work closely, preferably New Zealand institutions.