Affiliate Referral Terms and Conditions

Update 26 March 2025

1. BACKGROUND

1.1 All parties to this Agreement must comply with applicable legislation, regulatory frameworks, standards, and codes in their respective jurisdictions, including the responsibilities of the Affiliate’s employees, subcontractors, and representatives.

1.2 This Agreement is non-exclusive.

1.3 The purpose of this Agreement is to outline the expectations and responsibilities of both Chancellor Institute (“the Institute”) and the Affiliate regarding promotional and referral activities.

1.4 This Agreement clarifies the scope of permitted activities under the affiliate referral arrangement, including advertising and referral of prospective students.

1.5 This Agreement does not confer the status of an education agent and does not permit the Affiliate to provide counselling, admissions services, or student placement activities.

1.6 The Institute will monitor compliance and reserves the right to take corrective action in the event of non-compliance.

1.7 The Institute may disclose relevant information about the Affiliate to regulatory bodies if required under applicable law.

2. DEFINITIONS

• Admission: The offer of a place of study with the Institute.
• Affiliate: An individual or organisation appointed by the Institute under an Affiliate Referral Agreement to promote the Institute to prospective students.
• Affiliate Agreement: This legally binding agreement between the Institute and the Affiliate.
• Affiliate Performance Review: The annual review undertaken by the Institute of the Affiliate’s performance.
• Affiliate Principal: The individual from the Affiliate with authority to sign this Agreement.
• Commission: Payment made to the Affiliate for eligible referrals under the conditions outlined in this Agreement.
• Confirmation of Enrolment (CoE): A document issued by the Institute to approved applicants.
• Eligible Referral: A prospective student referred by the Affiliate who enrols and pays tuition in accordance with the terms herein.
• Intellectual Property: An idea, invention or process that derives from the work of the mind.
• Policy: A statement of principles, intent and values governing decision-making and operations in the Institute.
• Prospective Student: Any person expressing interest in studying at the Institute.
• Student: A person currently enrolled in an award or non-award course at the Institute.
• Territory: The allocated geographical area specified in Schedule A of this Agreement.
• Work Integrated Learning (WIL): Structured learning and assessment activities that integrate academic learning with practical workplace experience.

3. AFFILIATE STATUS AND LIMITATIONS

3.1 The Affiliate is not authorised to act as an education agent and must not provide counselling, application assistance, or immigration advice.

3.2 The Affiliate may only promote Institute programs and share publicly available information.

3.3 The Affiliate must not represent themselves as a partner, employee, or official representative of the Institute.

3.4 The Affiliate’s role is limited to digital or verbal promotion through lawful and ethical means.

3.5 The Affiliate may only refer students who are:

• studying online; or
• study abroad students on visitor visas for stays of less than three (3) months.

3.6 The Institute does not deliver courses to international students studying on a student visa in Australia. Affiliates must not market to, recruit, or refer such students.

4. RESPONSIBILITIES OF THE INSTITUTE

4.1 Provide accurate, publicly available marketing material for use by the Affiliate.

4.2 Communicate updates to program offerings and promotional guidelines.

4.3 Review affiliate activity periodically to ensure compliance with applicable laws and internal policies.

5. RESPONSIBILITIES OF THE AFFILIATE

5.1 Promote the Institute’s programs using only approved or publicly available materials.

5.2 Avoid making representations about admissions, visa eligibility, course suitability, graduate outcomes, or financial aid.

5.3 Clearly disclose that they are an affiliate and not an education agent or authorised representative.

5.4 Ensure all promotional content is truthful, accurate, and non-deceptive, and complies with Australian consumer laws

5.5 Submit any marketing content created by the Affiliate to the Institute for review upon request.

5.6 Remove or correct any misleading or outdated information when notified by the Institute.

5.7 Avoid making any claims about immigration, employment outcomes, or permanent residency.

5.8 Not use high-pressure sales tactics or offer incentives (e.g. discounts, cashbacks) unless pre-approved in writing by the Institute.

5.9 Ensure that referred students are eligible under Clause 3.5.

6. COMMISSIONS AND PAYMENT

6.1 The Affiliate will receive a Commission only for Eligible Referrals, and only when:

• the student is not on a student visa (i.e., they are online or visiting on a short-term visa);
• the student completes their initial tuition payment;
• the census date has passed;
• the Affiliate submits a valid tax invoice including student details.

6.2 Commission is not payable for:

• any student on an Australian student visa;
• fictitious or fraudulent leads;
• students already in the Institute’s CRM database.

6.3 Commission rates will be outlined separately in the Affiliate Commission Schedule.

6.4 Commission is payable by bank transfer within 30 days after the above conditions are met.

7. COMPLIANCE AND MONITORING

7.1 The Institute reserves the right to monitor affiliate activity, request reports, and conduct audits.

7.2 Non-compliance may result in:

• removal of affiliate status;
• clawback of paid commissions;
• reporting to relevant regulatory authorities.

8. TERMINATION

8.1 The Institute may terminate this Agreement at its sole discretion and for any reason or no reason by providing 1 days’ written notice.

8.2 The Institute may terminate this Agreement immediately if the Affiliate:

• breaches this Agreement;
• makes misleading or unlawful statements;
• engages in behaviour likely to bring the Institute into disrepute.

8.3 Upon termination:

• all promotional activities must cease immediately;
• outstanding applications and fees must be forwarded to the Institute;
• all Institute materials must be returned or deleted.

9. CONFIDENTIALITY

9.1 Both parties agree to maintain the confidentiality of any non-public business or student information shared under this Agreement.

10. INDEMNITY

10.1 The Affiliate agrees to indemnify the Institute from and against any and all loss, damage, liability or harm, whether criminal or civil, and any legal fees and costs incurred by the Institute resulting from a breach of this Agreement, or from any act or omission constituting negligence, fraud, misrepresentation, or default by the Affiliate or any of its employees, contractors, or representatives.

11. GOVERNING LAW

11.1 This Agreement shall be governed by the laws of New South Wales, Australia.

11.2 Each party submits to the jurisdiction of the courts of New South Wales.

12        DISPUTE RESOLUTION PROCEDURE

12.1    If a Dispute arises in connection with this document:

(a)        the parties must first, acting in good faith, use their reasonable endeavours to resolve the dispute in accordance with the procedure in this clause 12, and

(b)        no party may commence arbitration or court proceedings in relation to a Dispute without first complying with this clause.

12.2     Notice of Dispute

A Party claiming that a Dispute has arisen under, or in connection with, this document (the Disputing Party) must give to the other Party a notice identifying precisely, and providing full particulars of, that Dispute, including details of any loss suffered by that Disputing Party in relation to the Dispute (a Dispute Notice).

12.3     Resolution between parties

(a)        Each party to the Dispute must use its reasonable endeavours to resolve the Dispute within 20 Business Days of the issue of the Dispute Notice.

(b)        Each party to the Dispute must comply with any reasonable requests made by any other party to the Dispute for non-privileged information reasonably related to the matters in Dispute.

12.4     Reference to mediation

(a)        If the Dispute has not been resolved by the parties within 20 Business Days of the issue of the Dispute Notice, each party agrees that the Dispute must be referred for mediation in accordance with the Mediation Rules of the Law Society of New South Wales to:

(i)         a mediator agreed on by the parties; or

(ii)        if the parties are unable to agree on a mediator within a further five Business Days, a mediator nominated by the then current CEO of the Australian Disputes Centre ABN 87 003 042 840.

(b)        The role of any mediator is to assist in negotiating a resolution of the Dispute.  A mediator may not make a decision that is binding on a party unless that party has so agreed in writing.

(c)        Each party must bear its own costs of complying with this clause and the parties to the Dispute must bear equally the costs of the mediator.

12.5     Reference to arbitration

(a)        If the Dispute has not been resolved by mediation in accordance with clause 12.4 within 30 Business Days of the appointment of a mediator (End Date), then either party may refer the Dispute to arbitration to be conducted in accordance with clause 12.6.

12.6     Conduct of arbitration

Any arbitration is to be conducted as follows:

(a)        The arbitration will be conducted in accordance with, and subject to, the Resolution Institute Arbitration Rules in force as at the date of the Dispute .

(b)        The seat of the arbitration will be Sydney, Australia.

(c)        The language of the arbitration will be English.

(d)        The number of arbitrators will be:

(i)         three, in the case of any Dispute where a party alleges that the amount in Dispute is more than AUD$10 million; or

(ii)        one, in every other case.

(e)        In an arbitration before:

(i)         three arbitrators, each party may appoint one arbitrator and the two appointed arbitrators will appoint the third arbitrator, who will act as presiding arbitrator/chairperson of the arbitral tribunal; or

(ii)        a sole arbitrator, the parties will appoint that arbitrator by mutual consent.

(f)        If:

(i)         either party fails to appoint an arbitrator; or

(ii)        the two arbitrators fail to appoint the third arbitrator,

within a reasonable time, the arbitrator to be appointed will be appointed by the Council of the Resolution Institute on application by either party.

(g)        The sole arbitrator, or the presiding arbitrator/chairperson of the arbitral tribunal, as the case may be, will be a person qualified to practise law in New South Wales.

(h)        Each party must treat as confidential information of the other parties:

(i)         the fact that the parties are in dispute;

(ii)        the subject matter of the Dispute;

(iii)       the conduct of the arbitration; and

(iv)       any documentation or information provided by the other party in the course of the arbitration.

(i)         Each party must bear its own expenses in the arbitration and the parties must share equally the costs of the arbitration, subject to any decision of the arbitral tribunal in the final award.

12.7     Continued performance

Despite the existence of a Dispute, each party must continue to perform its obligations under this document.

 

13. MISCELLANEOUS

13.1 This Agreement is non-transferable.

13.2 The Institute reserves the right to amend these terms by providing 1 days’ notice or by publishing the updated terms and conditions on its website.

13.3 Any amendments will be made in writing and deemed accepted if the Affiliate continues referral activity.