Terms and Conditions for Recruiters
July 4, 2025 2025-09-21 21:13Terms and Conditions for Recruiters
Terms and Conditions for Recruiters
To meet the quality assurance standards required for accreditation, we have implemented a comprehensive quality assurance and management system at Stonebridge University. Below is an overview of the key systems and policies in place:
2.1. www.stonebridge.university is a digital university platform made available and created by Stonebridge University to assist recruiters and students in applying for a wide range of “Participating Educational Institutions”. It allows, i.e., document screening, verification, financial due diligence, application, admission, and visa processing for Recruiters to recruit more easily and quickly.
2.2. These Recruiter Terms govern the terms and conditions applicable to providing Recruiter Services and Stonebridge University Services and access to Stonebridge University.
3.1. These Recruiter Terms, together with any conditions and policies that are referred to in these Recruiter Terms, constitute “the Agreement” between the Recruiter and Stonebridge University.
4.1. STONEBRIDGE University may change any of the terms of the agreement by providing 14 days prior written notice in the Stonebridge University Platform.
4.2. Notwithstanding the preceding, the obligation to notify in advance shall not apply to changes required by applicable law, regulation, or governmental authority changes to protect the security, operability, and integrity of Stonebridge University.
4.3. If the Recruiter accesses Stonebridge University or uses Stonebridge University Services after any changes, such continued use or access shall be deemed acceptance of such changes.
5.1. Recruiter must apply to become a Recruiter with Stonebridge University by submitting a duly filled-out electronic Sign-Up Form. The Recruiter is subject to approval by Stonebridge University according to Clause 5.3.
5.2. The Recruiter warrants that it;
(i) has the legal capacity (in the jurisdiction in which the Recruiter is located) to sign the Sign-up Form and enter into the agreement,
(ii) to the extent the Recruiter is a legal entity, the person submitting the Sign-up Form and entering into the agreement is authorised to act on behalf of the said legal entity,
(iii) that the Agreement constitutes a binding agreement between the Recruiter (as identified in the Sign-up Form) and Stonebridge University and
(iv) that Recruiter is not a PEP or directly or indirectly owned by a PEP.
5.3. Upon registration with Stonebridge University, acceptance of the agreement, and submission of the Sign-up Form, the Recruiter will receive a confirmation email requesting further information within a deadline outlined in the confirmation email. After submitting the information requested by Stonebridge University, the Agreement will be subject to approval by Stonebridge University (“Recruiter Approval”).
5.4. Recruiter approval will be notified to the address you have submitted in the sign-up form. Upon registration with Stonebridge University, the Recruiter is granted a non-exclusive, non-transferable, revocable, and personal license to access Stonebridge University’s restricted parts. Once recruiter approval has been received and training completed from www.stonebridge.university, Stonebridge University Services entitling a right to commission fee made available to approved recruiters will commence.
5.5. Failure to:
5.5.1. Provide true, accurate, complete, and up-to-date information;
5.5.2. Complying with any lawful and reasonable request by www.stonebridge.university for information may suspend, cancel, or terminate your access to the Stonebridge University.
6.1. The Recruiter must register as a user of the Stonebridge University Platform and create and use a unique access user ID and password, and the Recruiter shall ensure that its employees (if applicable)
(i) Do not share their credentials with anyone or permit anyone to access Stonebridge University.
(ii) Use the Stonebridge University following the agreement.
6.2. User IDs and passwords may not be shared or used by multiple users. The Recruiter shall take all reasonable precautions to prevent unauthorised access to or use of the services and shall notify Stonebridge University without undue delay of any unauthorised access, use, or distribution of the credentials by or to third parties.
7.1. Each Party will perform its obligations hereunder as independent contractors, and nothing contained in this agreement will be construed to create or imply a joint venture, partnership, principal-agent, or employment relationship between the Recruiter and Stonebridge University. Except as expressly authorised by Stonebridge University in this Agreement, Recruiter will neither act nor purport to be acting as the legal agent of Stonebridge University, nor enter into any agreement on behalf of Stonebridge University or otherwise bind or purport to bind Stonebridge University in any manner whatsoever.
7.2. Recruiter is solely responsible for all taxes, tax reporting associated with Commission Fees and all the obligations related to its own employees’ compensation insurance and any other required and necessary insurance mandated in the jurisdiction(s) in which Recruiter operates.
7.3. The recruiter is also liable for all the costs and expenses associated with performing the Recruitment Services, including marketing, travel, tools, etc.
7.4. All Commission Fees will be paid to Recruiter without any set-off or deduction by Stonebridge University in the same currency as applied by the Participating Educational Institutions. In the event, an applicable tax authority determines that Stonebridge University is required to treat Recruiter as an employee. All applicable taxes, contributions, etc, will be deducted from the commission fee. Furthermore, Stonebridge University shall be allowed to deduct all legal fees incurred due to such determination from the commission Fees.
8.1. Stonebridge University shall provide the services agreed upon following this Agreement. Stonebridge University shall use all reasonable endeavours to ensure the services are highly available. However Stonebridge University is provided “as-is.” Stonebridge University does not represent, always warrant, or guarantee in any way Stonebridge University’s continued availability or uninterrupted use. Stonebridge University reserves the right to suspend or cease the operation of the Stonebridge University Platform from time to time at our sole discretion, including, without limitation, in order to:
8.1.1. Undertake maintenance operations:
8.1.1.1. For operational testing, monitoring, preventive or curative repair or adjustment to be carried out concerning Stonebridge University as a whole or part thereof.
8.1.1.2. Where necessary, in Stonebridge University’s reasonable opinion, to preserve the integrity of Stonebridge University or any part thereof or the overall quality of the services.
8.1.1.3. Or comply with restrictions imposed by public authorities.
8.2. Stonebridge University uses commercially reasonable endeavours to minimise interruption or disruption to the use and operation of Stonebridge University.
9.1. Unless terminated earlier following the provisions of clause 21 or otherwise by operation of law, the Agreement shall take effect from the Effective Date. It shall continue in force for an initial term of 1 year (“Initial Term”). Upon expiration of the Initial Term, the Agreement will automatically be renewed for additional terms (each a “Renewal Term”) of 1 year unless explicitly terminated in writing by either Party with a 3-month notice period during the Initial Term (or any subsequent Renewal Term).
10.1. Stonebridge University may at any time change Stonebridge University by removing, adding, modifying features or functions, or providing fixes, updates, and upgrades.
11.1. Access to Stonebridge University is provided to Recruiters for internal use only. Without Stonebridge University’s written consent, it may not be resold, let out, transferred to a third party, or used for anything other than its intended purposes.
11.2. Upon Recruiter Approval, the Recruiter is provided a non-exclusive right during the Term to use and promote Stonebridge University services in the territory.
11.3. During the Term the Recruiter shall
11.3.1. Use all reasonable efforts to within the Territory to market, promote the and recruit qualified Students in a correct an appropriate manner according to the highest ethical standards to enrol Students with a Participating Educational Institution through the Stonebridge University.
11.3.2. Only represent itself as a user of Stonebridge University Services and not a representative of the Participating Educational Institutions (except that Recruiter can inform Students that Stonebridge University allows Students to submit applications with the name Participating Educational through the STONEBRIDGE UNIVERSITY).
11.3.3. Before the Student completes an application to a Participating Educational Institution, ensure that the students are given accurate information about:
11.3.3.1. the Participating Educational Institutions and their facilities, equipment and resources.
11.3.3.2. the Educational Programmes.
11.3.3.3. the Participating Educational Institutions’ relevant tuition and fees and refund requirements.
11.3.3.4. living in the applicable country, including information about campus location and costs of living.
11.3.3.5. the minimum level of language ability, educational qualifications and work experience required for acceptance into an Educational Programme.
11.3.3.6. the fact that the student has visa requirements that must be satisfied, and
11.3.3.7. Students must have a primary purpose of studying and must pay enrollment fees on a basis to be able to apply for and qualify for a study.
11.3.4. Ensure that Students submit complete applications for Educational Programmes and all required supporting documentation on or before the deadlines set by Stonebridge University;
11.3.4.1. Ensure that students have been informed about the Recruiter to share information with the Participating Educational Institutions and Stonebridge University and authorising the Recruiter to deal with the Participating Educational Institution on behalf of the student.
11.3.4.2. Guide students to take any relevant academic and language tests, and ensure such testing is performed with integrity and by qualified institutions;
11.3.4.3. Verify that all Students’ Educational Records are authentic by, at a minimum, physically reviewing all required documents in their original form or certified copies thereof;
11.3.4.4. ensure that relevant fees and charges accompany Students’ applications;
11.3.4.5. advise Students that they are required to provide Stonebridge University with a physical address (that is not Recruiter’s address);
11.3.4.6. advise Students that they are required to provide certain personal information upon such registration and refer to the Stonebridge University privacy notice.
11.3.4.7. if a student’s visa application is refused, advise the student that he or she is entitled to a refund of the student’s fees and obtain an address (not the recruiter’s address) from such student and forward such address to Stonebridge University to enable Stonebridge University to process the refund. (Stonebridge University does not control the actual amount of a refund paid by a Participating Educational Institution and is subject to each of the Participating Educational Institution’s refund policies.).
11.3.4.8. Perform such other services and provide such reports or information as requested by Stonebridge University, including tuition deposit receipts, copies of visas and any other information requested by Stonebridge University.
11.3.4.9. Be fully responsible for all acts of the Recruiter’s sub-agents or designees; and
11.3.4.10. Support Stonebridge University’s representatives, where required, to finalise students’ registrations for the Educational Programmes.
11.3.4.11. Provide the offer document to the student within 24 hours of receiving the offer documents.
11.3.4.12. Work proactively with Stonebridge University to convert Students issued with offer documents to the confirmation stage and hence to enrolment.
11.3.4.13. Recruiter can only contact Participating Educational Institutions if they have obtained prior written consent from Stonebridge University.
11.3.4.14. Recruiter’s fees charged to Students shall be a reasonable fee for the services provided by Recruiter and not exceed market practice in Student’s country of residency or where the student has been recruited.
11.3.4.15. will not release or disclose the Educational Records of any Student without the express written authorisation of the student.
11.3.4.16. Will promptly respond to a notice from Stonebridge University reasonably connected with the obligations of such Recruiter and furnish applicable documentary support for such response upon request from Stonebridge University.
11.3.4.17. Recruiter will not:
(i) Provide any immigration or visa-related advice at any stage of an application or proceeding (including before an application is made) to students unless the recruiter complies with applicable law in the country to which the student is applying and, if required, is registered according to such applicable law.
(ii) Charge a related fee or other consideration to students for any immigration or visa-related advice unless qualified under applicable law; and
11.4. The recruiter is responsible for compliance with all applicable laws and regulations applicable to its business when using Stonebridge University and performing the Recruitment Services, including marketing legislation and legal basis for processing personal data. The Recruiter is furthermore responsible for observing the rules in force at any time for the marketing and presentation of its services in the Territory, Stonebridge University ethical rules for recruiters, and any similar rules applicable in the Territory.
12.1. Recruiter must not
(i) circumvent or disable any technological features or security measures embedded in the Services.
(ii) violate or infringe Stonebridge University’s or a third party’s Intellectual Property Rights
(iii) transmit any illegal content.
(iv) conduct spamming or other unsolicited advertising,
(v) engage in a fraudulent activity to the prejudice of third parties
(vi) use the Stonebridge University so that it is likely to disrupt the provision of services to others.
12.2. The Recruiter is solely responsible for any activities under the Recruiter’s account. Recruiter shall not transfer its login credentials to any third party accessing the Services.
12.3. Without Stonebridge University’s prior written permission, the Recruiter will not use Stonebridge University and the Content for purposes other than permitted.
Without limiting the generality of the preceding, Recruiter will not, and will not allow anyone else to:
12.3.1. Deep-link, incorporate, access, and monitor the Stonebridge University or the Content or any part thereof on any commercial or non-commercial website (including, without limiting the preceding, by framing, mirroring, using any robot, scraper, spider, or other automated means or manual process);
12.3.2. Violate the restrictions in any robot exclusion headers on the Content or Stonebridge University or bypass or circumvent other measures employed to prevent or limit access to the Stonebridge University; take any action that imposes, or may impose, in Stonebridge University’s discretion, an unreasonable or disproportionately large load on the Stonebridge University.
12.3.3. Remove (or permit anyone else to remove) any watermarks, labels, or other legal or proprietary notices included in the Stonebridge University or the Content;
12.3.4. Modify or attempt to change (or permit anyone else to modify or attempt to modify) the Stonebridge University or any Content, including any modification to disguise or change any indications of the ownership or source of the Stonebridge University or the Content;
12.3.5. Use the Stonebridge University or the Content as part of any service for sharing, lending, or multi-person use, or for any other institution, except as expressly permitted by the Stonebridge University and only in the exact manner specified and enabled by the Stonebridge University;
12.3.6. Copy, reproduce, modify, distribute, transfer, sell, publish, broadcast, perform, transmit, publish, license, or circulate in any form any part of the Stonebridge University or the Content;
12.3.7. create derivative works based on the Stonebridge University or the Content, in whole or in part, or to decompile, disassemble, reverse engineer, or other exploit any part of the Stonebridge University or the Content;
12.3.8. Use the Stonebridge University in a manner that violates the rights (including intellectual property rights) of any third party, including by providing, uploading, or transmitting any content or submissions that violate such third-party rights or
12.3.9. Upload to or transmit through Stonebridge University any content or submission that is offensive, hateful, obscene, defamatory, or violates any applicable laws, in each case as determined by Stonebridge University in its sole discretion.
13.1. Subject to the Recruiter’s compliance with the terms of this Agreement, including the exclusions in Section 15, in consideration for the Recruiter’s provision of the Recruitment Services, Stonebridge University will pay a commission for any Student that the Recruiter successfully recruits, based on the estimated commission. shown on the Recruiter’s dashboard on the Stonebridge University account details (the “Commission Fee”), being a percentage of the commission that Stonebridge University receives from the Participating Educational Institution or other amount. The Recruiter acknowledges that the actual Commission Fee paid could be higher or lower than the estimate shown on the dashboard.
13.2. Recruiter will receive the Commission Fee no later than 20 days after Stonebridge University gets the funds from the Participating Educational Institution according to the terms of payment of commission fees applied by the Participating Educational Institution, including, but not limited to, that the student:
13.2.1. Is enrolled in a qualified Educational Programme at the Participating Educational Institution, as selected through Stonebridge University;
13.2.2. Has paid the respective Educational Programme fees to the Participating Educational Institution they will be attending; and
13.2.3. Successfully begin their education in the selected Educational Programme.
13.3. Stonebridge University will NOT pay the Commission Fee if the Participating Educational Institution, for any reason, does not pay the commission to Stonebridge University (e.g., student withdraws, lack of start education approval, student does not pay the tuition fee). If the commission paid to Stonebridge University by the Participating Educational Institution is subject to reduction for any reason (such as tuition waiver, scholarship, etc.), the Commission Fee will be reduced accordingly.
13.4. If a student withdraws or is withdrawn from an Educational Programme before paying tuition in full, or if, because of a student’s withdrawal, Stonebridge University or a Participating Educational Institution is required to refund all or a portion of the student’s paid tuition, Recruiter will refund to Stonebridge University any Commission Fee paid to Recruiter pro rata based on the amount of paid tuition refunded. Stonebridge University does not control the actual amount of a refund paid by a Participating Educational Institution and is subject to each of the Participating Educational Institution’s policies.
13.5. If more than one Recruiter makes a claim for a Commission Fee for the same Student, the Commission Fee will be paid to the Recruiter that has submitted a tuition receipt on behalf of the student.
14.1. Under Stonebridge University’s QCP policy, the Recruiter can get the Commission Fee paid right after enrollment approval, i.e., the Recruiter need not wait for commission release from educational institutes.
14.2. A maximum of 10% of the successful enrollments with enrollment-approved status are eligible for QCP.
14.3. Under QCP, 80% of the eligible QCP amount shall be paid.
Example:
Considering in a month, QCP earns 1000 GBP, and visas are approved.
QCP Eligibility : 10% * 10000 GBP = 1000 GBP
QCP amount : 80% * 1000 GBP = 800 GBP
Pending 200 GBP to be paid no later than 20 days after the institution receives the commission.
14.4. If the Recruiter receives payment under QCP where the commission received by Stonebridge University is subsequently refunded, charged back, or Stonebridge University otherwise fails to realise the income from such an enrolment, you shall be charged back from the future or pending Commission Fee.
15.1. Recruiter will not receive a Commission Fee for Students who apply with a Participating Educational Institution who, at the time of application, are known by Recruiter to have the intention of or have applied to become citizens, permanent residents, or conditional permanent residents, or who hold other eligible non-citizen immigration designations in jurisdiction disqualifying students to study in the applicable jurisdiction of the Participating Educational Institution.
15.2. Recruiter will not receive Commission Fee:
15.2.1. if fraudulent documents are submitted to Stonebridge University on behalf of a student.
15.2.2. If a Recruiter provides fraudulent advice to a student,
15.2.3. if Students are recruited through Stonebridge University’s recruiting efforts; or
15.2.4. if the Recruiter is in breach of Stonebridge University’s ethical guidelines in force occasionally.
16.1. Recruiter receiving Confidential Information shall keep that information confidential and comply with this clause 16. In particular, the Recruiter shall:
16.1.1. Use the Confidential Information solely to fulfil its obligations under this Agreement;
16.1.2. keep the Confidential Information secure and, without prejudice to the preceding, take no lesser security measures and degree of care to protect the Confidential Information than the Recipient applies to its own confidential or proprietary information.
16.1.3. Not disclose the Confidential Information to any third Party except with the prior written consent of Stonebridge University or following this clause 16.
16.2. Notwithstanding clause 16.1, Recruiter may disclose Confidential Information to its directors and employees and any subcontractor or other third party who are directly involved in, and need to know, such Confidential Information for, the provision Recruitment Services.
16.3. The obligations of confidentiality set out in this clause 16 shall not apply:
16.3.1. where Stonebridge University has given its specific prior written consent to the disclosure.
16.3.2. To Confidential Information which, at the Effective Date, is or becomes at any time after that date, within the public domain (other than because of a breach of this clause 16).
16.3.3. Where Recruiter can show that the information was obtained, free from any restrictions as to its use or disclosure, from a third Party who was free to divulge it.
16.3.4. Where the information was developed by, or for, the Recruiter independently of any information received under this Agreement and by persons who had no access to, or knowledge of, that information.
16.4. The Recruiter shall breach Clause 16, which requires the disclosure of confidential information by a court or regulatory authority of competent jurisdiction. Where a Recruiter is so required to make such a disclosure, it shall, where practicable and/or permissible, consult with Stonebridge University as to the terms, content, or timing of the disclosure and shall use reasonable endeavours to limit the scope of the required disclosure and to maintain the confidentiality of the disclosed Confidential Information to the extent possible.
17.1. Stonebridge University is the data controller for services and processes where Stonebridge University processes personal data about the Recruiter and the Students recruited by the Recruiter, as far as Stonebridge University determines the purpose of the processing as well as means (tools and/or security mechanisms) that will be used. Stonebridge University will process data following applicable laws and regulations, including GDPR.
17.2. Stonebridge University’s privacy policy available at (Privacy Page) forms an integral part of this Agreement and provides further information about how Stonebridge University processes personal data.
17.3. For specific process activities, Stonebridge University and Recruiters are joint controllers. The joint controller agreement available at (joint controller agreement page) forms an integral part of this agreement.
17.4. Recruiter explicitly shall obtain valid consent from Students, when applicable, allowing the sharing of information (including Educational Records) with Stonebridge University and the Participating Educational Institutions.
18.1. Recruiter, as a result of this, acknowledges that all Intellectual Property Rights in and to the Stonebridge University, the Stonebridge University Services (whether existing now or in the future), and all modifications to them belong entirely and exclusively to or are licensed to Stonebridge University. Recruiter shall not be entitled to make copies of or effect any modification, correction, or adaptation of the elements of any of the preceding. Except as expressly stated herein, this Agreement does not grant Recruiter any rights to, under, or in Stonebridge University’s Intellectual Property Rights.
18.2. During the Term, Stonebridge University gives the Recruiter a non-exclusive royalty-free license to copy and use Stonebridge University ‘s logos, name, trademarks, service marks, and other identifying qualities (“Identifying Marks”) in fulfilment of its obligations and marketing and other material. The Identifying Marks are the exclusive property of the Stonebridge University Recruiter, who will not assert any claim of ownership to the Identifying Marks or the goodwill or reputation connected with the Identifying Marks.
18.3. Nothing in this Agreement shall be construed as a transfer or assignment of any Intellectual Property Rights between the Parties.
19.1. Neither party seeks to limit or exclude its liability in respect of
(i) death or personal injury;
(ii) fraud or fraudulent misrepresentation;
(iii) breach of the implied warranties as to title; or
(iv) any other liability which cannot be limited or excluded by law
19.2. Stonebridge University’s total aggregate liability to the Recruiter, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this Agreement limited to the lower of 20.000 GBP or the Commission Fee paid to Recruiter during the last 12 months before the event giving rise to a claim.
19.3. Neither party will be liable to the other party for any indirect, consequential, or special loss arising out of, or in connection with, this Agreement, nor in respect of loss of profit; loss of goodwill or reputation; loss of business or business opportunity; loss of anticipated savings; or loss or corruption of data or information (regardless of the foreseeability of such types of loss).
20.1. In case of breach of the Agreement or a violation of applicable laws and regulations by Recruiter, Stonebridge University is entitled to:
20.2. Notify and request the Recruiter to remedy the breach and provide sufficient documentation thereof within 30 (thirty) calendar days as of the date of notification; or
20.3. temporarily restrict or limit the Recruiter’s access to the Stonebridge University or use of the Stonebridge University Services (“Suspension Period”).
20.4. In case of a Suspension Period:
20.4.1. Recruiter is not allowed to perform further Recruitments for new Students (including for the avoidance of any doubt enrolling existing Students to new Educational Programmes);
20.4.2. Stonebridge University reserves the right to notify the Participating Educational Institutions that Recruiter is no longer allowed to perform Recruitment Services; and
20.4.3. Students linked with Recruiter will be de-linked from Recruiter’s dashboard within Stonebridge University and thus not qualify for Commission Fee, provided, however, that this shall only apply if the student, after commencement of the Suspension Period, either registers and applies with a Participating Educational Institution, directly through Stonebridge University or through another Recruiter.
21.1. This Agreement may be terminated immediately at any time by written notice to the other Party if the other Party:
21.1.1. Commits a material breach of this Agreement which, in the case of a breach capable of being remedied, is not remedied within thirty (30) days of notice to remedy such breach.
21.1.2. Has a receiver or administrator appointed or any encumbrancer taken possession of all or any part of its undertaking or assets.
21.1.3. passes a resolution for the winding up (other than for a bona fide scheme of solvent reorganisation), or a court order is made for its winding up,
21.1.4. makes any voluntary arrangement or composition with its creditors or applies to court for protection from its creditors or
21.1.5. Has an administrative order made concerning it, or ceases or threatens to cease to carry on business.
21.2. Termination or expiry of the agreement shall be without prejudice to either Party’s rights or remedies arising or accrued before the date of termination or expiry.
22.1. On termination or expiry of this Agreement:
22.1.1. All application fees and applications processed and/or received by Recruiter shall be forwarded to Stonebridge University and/or the Participating Educational Institutions as applicable
22.1.2. Recruiter shall, at the election of Stonebridge University destroy or deliver all copies of any Confidential Information which remains in its possession or control at the date of termination or expiry;
22.1.3. Recruiter shall cease the use of any intellectual Property Rights of Stonebridge University and any Intellectual Property Rights of any third party granted under this Agreement and any license granted under this Agreement shall immediately terminate.
22.1.4. Immediately cease to use Stonebridge University and Stonebridge University Services and stop all Recruitment Services using Stonebridge University.
23.1. Neither Party shall be responsible for a failure to carry out any of its duties under this Agreement to the extent to which this is caused by a Force Majeure Event provided that it shall take all reasonable steps to overcome and mitigate the effects of the Force Majeure Event.
23.2. If a Force Majeure Event which results in the non-delivery of the Services (or a material part thereof) continues for more than ninety (90) calendar days, either Party may terminate this Agreement by giving seven (7) calendar days’ Notice.
24.1. Non-compete
Recruiter agrees that during the Term and until 12 months after Termination of the Agreement (the “Non-Solicitation Period”), Recruiter will not (unless having obtained prior written consent by Stonebridge University) either directly or indirectly, separately or in association with others:
24.1.1. Solicit or hire (directly or indirectly) for employment or other any person who is then, or was within the 6 months immediately preceding such solicitation, an employee or independent contractor of Stonebridge University or any of their Affiliates;
24.1.2. Induce or attempt to induce any such employee or independent contractor to terminate such employee’s employment or independent contractor’s contractual relationship with Stonebridge University or any of its affiliates;
24.1.3. Induce or attempt to induce any Participating Educational Institutions to terminate the contractual relationship with Stonebridge University or any of its affiliates.
24.2. Preliminary injunction
Recruiter acknowledges that should Recruiter violate any of the provisions of this Agreement, it will be challenging to determine the number of damages resulting to Stonebridge University and that in addition to any other remedies it may have, Stonebridge University shall be entitled to temporary and permanent injunctive relief without the necessity of proving damages.
24.3. Acknowledgement
The Parties acknowledge and agree that the covenants and agreements contained in this Agreement, including without limitation the Non-Solicitation Period, have been negotiated in good faith by the parties, are reasonable, and are not more restrictive or broader than necessary to protect the interests of the Parties to that.
The Recruiter may not assign, sublicense, or otherwise transfer any of its rights under an Agreement without the prior written consent of Stonebridge University (including by way of merger or demerger), such consent not to be unreasonably withheld. Stonebridge University may assign, sub-license, transfer, or otherwise dispose of any of its rights or obligations hereunder to any Affiliate of Stonebridge University or to any other entity to which Stonebridge University may sell, transfer, convey, assign, or lease all or substantially all of the assets or properties used in connection with its performance under the Agreement, including but not limited by way of a merger or de-merger.
Each party shall, at the request and cost of the other, promptly do or procure the doing of all such further acts and execute and deliver or procure the valid execution and delivery of all such documents as may from time to time be necessary for the requesting party’s reasonable opinion to give full effect to this Agreement and to secure to the requesting party the full benefit of the rights, remedies, and benefits conferred on it by this Agreement.
Suppose any provision (or part of any provision) of this Agreement is or becomes illegal, invalid or unenforceable in any respect. In that case, it will not affect or impair the legality, validity, or enforceability of any other Agreement provision.
This Agreement constitutes the entire agreement between the parties and supersedes. It extinguishes all previous agreements, promises, assurances, warranties, representations, and understandings between them, whether written or oral, relating to its subject matter.
29.1. Recruiter acknowledges and agrees that by clicking on the “I AGREE” “I ACCEPT” buttons (or similar buttons or links as may be designated by Stonebridge University to show acceptance of this Agreement and/or agreement or Sign-up Form to become a Stonebridge University Recruiter), Recruiter is entering into a legally binding conditional contract (subject to the conditions that specific provisions are subject to acceptance by Stonebridge University).
29.2. Recruiter hereby agrees to use electronic communication to enter into contracts, place orders, and create other records, as well as to the electronic delivery of notices, policies, and records of transactions initiated or completed in relation to the substance of this Agreement. Furthermore, Recruiter hereby, to the extent permitted under applicable mandatory law, waives any rights or requirements under any laws or regulations in any jurisdiction that require an original (non-electronic) signature or delivery or retention of non-electronic records.
30.1. Any questions regarding this Agreement, or any questions, complaints, claims or other legal concerns relating to Stonebridge University or its business, should be directed to Stonebridge University at terms@stonebridge.university or Stonebridge University Turkey address: Marmara University Science Park, Göztepe Campus, Eğitim Street, Fahrettin Kerim Gökay cad. No. 151 34722 Kadıkoy, İstanbul, Turkey. And or UK address: 3 More London Place London SE1 2RE, UK.
30.2. Notices to recruiters will be submitted using the contact information provided in the sign-up form and registered by the recruiter at Stonebridge University.
This Agreement shall be governed by and construed following the laws of Turkey’s legal venue, İstanbul City Court or under the laws of England and Wales.
| “Affiliate of Stonbridge University” | any company or other business entity controlling, controlled by, or under common control with Stonebridge University from time to time, where “control” means direct or indirect ownership of: (i) 50% or more of the voting securities or voting interest in such corporation or other entity; or (ii) 50% or more of the interest in the profit or income in the case of a business entity other than a corporation; or (iii) in the case of a partnership, any other comparable interest in the general partner. |
| “Agreement” | The contract between the Parties, as documented in this document, including Appendices, and any document expressly referred to by this document, and in each case as amended or varied from time to time, but explicitly excluding any documentation or offers prior to the date of this Agreement unless explicitly referred to in this Agreement. |
| “Confidential Information” | means non-public confidential or proprietary information of the disclosing party that is (a) clearly marked confidential at the time of disclosure or (b) a reasonable person would know, based on the circumstances surrounding disclosure and the nature of the information, that the information should be treated as confidential. For the avoidance or any doubt, the terms of this agreement shall be deemed confidential information. |
| “Content” | means all content available on the Stonebridge University, including the content provided by Participating Educational Institutions. |
| “Commission Fees” | Means the fee payable to the Recruiter as further specified in Clause 13.1. |
| “Data Protection Law” | Means any applicable laws and regulations relating to the use or processing of personal data, including: (i) the GDPR; (ii) any laws or regulations ratifying, implementing, adopting, supplementing, or replacing the GDPR); and (iii) any laws and regulations implementing or made pursuant to EU Directive 2002/58/EC (as amended by 2009/136/EC); in each case, as updated, amended, or replaced from time to time. |
| “Educational Programme” | Means the programme(s) and services offered by the Participating Educational Institutions from time to time, such as classes, courses, training programs, and preparatory courses designed to assist students in building skills, knowledge, and qualifications required for classes and courses (pathway programs). |
| “Educational Record” | Means records, files, documents, and other materials which (i) contain information directly related to a student evidencing the status of and level of education by a student, including those records maintained by an educational agency or institution. |
| “Effective Date” | The date on which Recruiter has obtained Recruiter Approval. |
| “Fair Use Policy” | As set out in Clause 12. |
| “Force Majeure Event” | An act or event preventing or affecting the performance by Stonebridge University of its obligations hereunder arising from acts, events, omissions, or circumstances beyond Stonebridge University’s reasonable control including (but without limiting the generality thereof) pandemic situation, regardless of whether this is defined as a public health emergency of international concern or not, including but not limited to virus infections such as COVID -19) , disaster, cyberterrorism and cybercrime (including hacking, malware and any other deliberate disruption of computer networks), actual or threatened terrorist attack, failure by a utility provider to provide services or an industrial dispute affecting a third party provider for which a substitute third party is not reasonably available provided in all cases that Stonebridge University has taken all steps (if any) which it could reasonably be expected to have taken in order to prevent such act or event occurring or preventing or adversely affecting the performance of its obligations and provided that Stonebridge University may not claim as a Force Majeure Event: (i) the wilful act or negligence of or failure to take all reasonable precautions by Stonebridge University; or (ii) the failure of any hardware, software, telecommunications or other system components (including, in the case of Stonebridge University) unless and to the extent that such failure occurs as a consequence of one or more events described above (or any event similar, equivalent or analogous thereto). |
| “Intellectual Property Rights” | All industrial and intellectual property rights including patents, utility models, rights in inventions, applications for patents, copyrights (including source code) and neighbouring rights, moral rights, database rights, author’s rights, rights of publicity, mask works, corporate names, trade names, trademarks, service marks, or other proprietary designations, registered designs, rights in designs, trade secrets, licensing rights, and/or any other intellectual or proprietary rights recognized by any jurisdiction, (all whether registered or unregistered and including any renewals and extensions thereof) whether now existing or hereafter arising and the right to apply for registrations of any of the foregoing. |
| “Non-Solicitation Period” | Has the meaning set out in Clause 24 |
| “Identifying Marks” | Has the meaning set out in Clause 18.2 |
| “Party” | The Parties to the Agreement are each independently referred to as a “Party”, and collectively as the “Parties”. |
| “Participating Educational Institutions” | Means the educational institutions, schools, trusts, and other parties with which Stonebridge University have entered into an agreement for the use of Stonebridge University Services (including employees, or to enable their employees) or students to use or promote Stonebridge University Services. |
| “PEP” | Means politically exposed person as defined in applicable law in the Territory or the jurisdiction of Stonebridge University or in general as applied by the Financial Action Task Force on Money Laundering. |
| “Recruiter Approval” | Has the meaning set out in Clause 5.3 |
| “Sign Up Form” | Means the online form available on the Study Portal Platform whereby the Recruiter provides certain information and signs up to become a Recruiter. |
| “Quick Commission Pay-out” | Has the meaning set out in Clause 14 |
| “Stonebridge University” | The system or software owned and/or operated by Stonebridge University and made available under “www.stonebridge.university” or any other website operated and communicated by Stonebridge University. |
| “Stonebridge University Service(s)” | The services made available on the Stonebridge University from time to time, including the feature enabling Students to apply for Educational Programmes with Participating Educational Institutions through the Study Portal Platform and apply for visa applications in association therewith. |
| “Student” | Means any person who meet the criteria set out in the Agreement and (i) currently studies at a Participating Educational Institution or (ii) has indicated an interest to apply with a Participating Educational Institution. |
| “Suspension Period” | Has the meaning set out in Clause |
| “Term” | From the Effective Date until the Agreement expires or is terminated as described in Clause 9 and 21. |
| “Territory” | Means the country of residence of the Recruiter as well as other countries in which Recruiter legally operates as set out in the Sign-up Form. |
| “VAT” | means value added tax. |
| “Working Day” | A weekday (Monday to Friday) excluding public holidays in UK. |
Between
Data controller-1
STONEBRIDGE UNIVERSITY A.Ş.
Company Registration Number 3190-229-786
Marmara University Science Park, Göztepe Campus, Eğitim Street, Fahrettin Kerim Gökay cad. No:151 34722 Kadıkoy, İstanbul, Turkey.
And
Data controller-2
The party identified as “Recruiter” under a separate agreement between Recruiter and Stonebridge University.
March 2022
1. Joint Controllership
This arrangement sets out the division of responsibilities between Data Controller 1 and 2 with the processing of personal data in the context of services provided by Data Controller 1 regarding students recruited by Data Controller 1.
1.1. According to Article 26 of the General Data Protection Regulation, joint Data controllership exists when two or more Data controllers jointly determine the purposes and means of the processing. In the case of joint Data controllership, the joint Data controllers shall decide their respective responsibilities for compliance with the obligations under the General Data Protection Regulation transparently, in particular, to exercise the data subject’s rights and their respective duties to provide the information referred to in Articles 13 and 14, through an arrangement between them, unless and to the extent that the respective responsibilities of the Data controllers are laid down in Union or Member States’ national law to which the Data controllers are subject. Under Article 26(2) of the General Data Protection Regulation, the arrangement shall duly reflect the respective roles of the joint Data controllers and their relationship with the data subjects. The main content of the arrangement must also be made available to data subjects. However, regardless of the terms of the arrangement, the data subject may exercise their rights under the General Data Protection Regulation concerning and against the individual Data controller. Similarly, the “internal” division of responsibilities in the joint Data controller arrangement does not prevent the supervisory authority from exercising its powers with Data controller 1 and 2.
1.2. Data Controller 1 and Data Controller 2 agree that they are joint data controllers when Stonebridge University processes the personal data of a student to fulfil the agreement between the Recruiter and Stonebridge University and when Stonebridge University processes the personal data of a student to fulfil Stonebridge University’s agreement with the Participating Educational Institutions. In assessing this, the account has been taken, among other things, of:
1.2.1. The fact that both parties are involved in the determination of the means/the practical aspect of how the data will be used to fulfil the purpose of the processing
1.3. This arrangement is designed to enable Data Controller 1 and 2 to comply with the joint liability requirements of Article 26 of the Data Protection Regulation. The arrangement sets out the respective responsibilities of Data Controller 1 and 2 to comply with the obligations of the General Data Protection Regulation, in particular, to exercise the data subject’s rights and the commitment to provide the information referred to in Articles 13 and 14.
2. Overall allocation of responsibilities,
2.1. Data controller 1 shall operate and process Student personal data on the Stonebridge University.
2.2. Data Controller 2 shall be responsible for informing the data subject (Students) about the processing activities by furnishing the at all times applicable privacy notice made available at Stonebridge University and obtaining consent from the student when appropriate.
3. Principles and legal basis
3.1. Data controller 1 is responsible for ensuring that all processing activities comply with the fundamental principles as set out in Article 5 of GDPR and that there is a valid legal basis for any processing activities, provided, however that to the extent a processing activity is based on consent, Data controller is responsible to ensure that consent, when applicable, has been obtained from the data subject unless consent is provided directly to data controller 1.
3.2. Data Controller 1 and Data Controller 2 are both responsible for complying with the Principles for the Processing of Personal Data to the extent that the rules apply to the Data controller’s responsibilities under this arrangement; in particular, Data Controller 2 is responsible for ensuring that consent from Students has been obtained when required.
4. Rights of data subjects
4.1. Data controller 1 shall be responsible for ensuring the fulfilment of the rights of data subjects by complying with the following rules of the General Data Protection Regulation:
- 4.1.1. the obligation to provide information when collecting personal data from the data subject,
- 4.1.2. the obligation to provide further information if personal data have not been collected from the data subject,
- 4.1.3. the data subject’s right of access,
- 4.1.4. the right of rectification,
- 4.1.5. right to erasure (right to be forgotten),
- 4.1.6. the right to restriction of processing,
- 4.1.7. the obligation to provide information in relation to the rectification or erasure of personal data or the restriction of processing,
- 4.1.8. the right to data portability (except for public authorities); and
- 4.1.9. the right to object to processing.
4.2. Data controller 2 shall inform Students that:
4.2.1. Data Controller 2 and Data Controller 1 have entered into this Joint Controller Agreement to determine the respective responsibilities for compliance with the obligations under GDPR with regard to the joint processing activities.
4.2.2. That
i) Stonebridge University is a joint controller and that the information required by GDPR Article 13(1) and 13(2) GDPR as well as the ways to exercise data subject rights can be found in Stonebridge Universitys privacy policy.
4.3. All practical handling of requests from data subjects shall be taken care of by Data controller 1.
4.4. If Data controller 2 receives a request or an enquiry from a data subject, it shall be transmitted to Data controller 1 for reply as soon as possible.
4.5. Both Parties shall be responsible for assisting each other to the extent appropriate and necessary for them to comply with their obligations to data subjects.
5.1. Data controller 1 will be responsible for implementing appropriate technical and organisational measures on Stonebridge University to ensure and demonstrate that the processing complies with the General Data Protection Regulation, taking into account the nature, scope, context, and purposes of the processing involved, as well as the risks of varying degrees of likelihood. And severity for the rights and freedoms of natural persons. The measures shall be reviewed and updated as necessary (Article 24 of the Data Protection Regulation). This may involve, for example, Data Controller 1 establishing procedures for dealing with security breaches, access requests, or compliance with the obligation to provide information.
5.2. The measures shall include, where proportionate to the processing activities, the implementation of appropriate data protection policies.
5.3. The Data controller 1 shall be responsible for compliance with the data protection by design and data protection by default rule of Article 25 of the General Data Protection Regulation.
5.4. Data Controller 1 is responsible for complying with the requirement of Article 32 of the General Data Protection Regulation on the security of processing. This implies that Data controller 2, taking into account the state of the art, the costs of implementation, and the nature, context, text and purposes of the processing operation concerned, as well as the risks of varying probability and severity to the rights and freedoms of natural persons, implement appropriate technical and organisational measures to ensure an appropriate level of security appropriate to those risks.
5.5. Data controller 1 shall carry out and document a risk assessment and then implement measures to mitigate the identified risks.
6.1. Data controller 1 is entitled to use data processors and sub-processors in connection with the joint processing operation.
6.2. In the event of the use of processors and/or sub-processors, Data controller 1 shall be responsible for complying with the requirements of Article 28 of the General Data Protection Regulation. Accordingly, Data Controller 1 shall, among other things:
- 6.2.1. Use only processors that can provide the necessary guarantees that they implement appropriate technical and organisational measures in such a way as to ensure that processing complies with the requirements of this Regulation and safeguards the rights of the data subject,
- 6.2.2. Ensure that a valid data processing arrangement is in place between Data Controller 1 and the processor, and
- 6.2.3. Ensure that there is a valid subprocessor arrangement between the processor and any subprocessor.
6.3. Data controller 2 shall be informed, upon request, whether the data is processed by processors and, where applicable, sub-processors of Data controller 1.
6.4. If data is processed by data processors and, where applicable, sub-processors, Data controller 2 shall be informed, upon request, of the content of the arrangements between Data controller 1 and the processor/sub-processor.
7.1. Data controller 1 shall be responsible for complying with the requirement of Article 30 of the General Data Protection Regulation on records of processing activities. This implies that Data controller 1 shall establish a record of the processing activities for which the Parties are joint controllers.
7.2. Data controller 1 shall inform Data controller 2 of the content of the above record.
7.3. Data controller 2 shall establish – based on the contents of the Data controller 1 record – their own record of the processing activities covered by the arrangement.
8.1. Data controller 1 shall be responsible for compliance with Article 33 of the General Data Protection Regulation on the notification of personal data breaches to the supervisory authority.
9.1. Data controller 1 shall be responsible for compliance with Article 34 of the General Data Protection Regulation regarding the communication of personal data breaches to the data subject.
10.1. Data controller 1 shall be responsible for compliance with the requirement of Article 35 of the General Data Protection Regulation on data protection impact assessments. This implies that, where a type of processing, in particular using new technologies and by virtue of its nature, scope, context and purposes, is likely to result in a high risk to the rights and freedoms of natural persons, Data controller 1 shall, prior to the processing, carry out an analysis of the implications of the envisaged processing activities for the protection of personal data.
10.2. Data controller 1 shall also comply with the requirement of Article 36 of the General Data Protection Regulation to consult the supervisory authority in advance, where appropriate.
11.1. Data controller 1 may decide that personal data may be transferred to third countries or international organisations.
11.2. Data controller 1 shall be responsible for compliance with the requirements of Chapter V of the General Data Protection Regulation in the event of transfers of personal data to third countries or international organisations.
12.1. The Parties shall each be responsible for handling any complaints from data subjects, if the complaints relate to a breach of the provisions of the General Data Protection Regulation, for which the Party is responsible under this arrangement.
12.2. If one of the Parties receives a complaint, which should rightly be dealt with by the other Party, the complaint shall be forwarded to that controller as soon as possible.
12.3. If one of the Parties receives a complaint, part of which should rightly be dealt with by the other Party, that part shall be forwarded to the Party for reply as soon as possible.
12.4. The data subject shall be informed of the essential content of this arrangement when one Party forwards a complaint or part thereof to the other Party.
13.1. The Parties shall inform and liaise with each other of any material facts affecting the joint processing operation and this arrangement.
14.1. Data Controller 1 shall handle all practical matters in relation to the processing of personal data subject to this arrangement on joint controllership.
14.2. Data Controller 1 shall be responsible for ensuring that all processing activities carried out under this arrangement on joint controllership are carried out in a manner that is compliant with GDPR, including that documentation necessary to ensure compliance with GDPR is produced.
15.1. This arrangement shall enter into force upon signature by both Parties hereto.
15.2. The arrangement shall remain in force for as long as the data concerned are processed or until it is replaced by a new arrangement laying down the division of responsibilities in relation to the processing.
15.3. Signature
This Joint Controller Agreement is signed electronically by acceptance of data controller 2.
I, (Recruiter Officer name), on behalf of (Recruiter Company), acknowledge that I have read and agree to the above Terms and Conditions. I acknowledge that if signing on behalf of a legal entity or partnership, I have the authority to bind such entity or partnership to this Agreement.
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