Partner Terms and Conditions Agreement
This Partner Terms and Conditions Agreement (the “Agreement”) is entered into on the Effective Date (as defined below) by and between Expedition Services, a business entity duly organized and existing under the laws of the Republic of India, having its principal place of business at such address as notified by the Company from time to time (hereinafter referred to as the “Company”, “Expedition Services”, “We”, “Us”, or “Our”), and the individual or legal entity executing this Agreement or otherwise accepting its terms electronically or in writing (hereinafter referred to as the “Partner”, “You”, or “Your”).
This Agreement governs the entire legal relationship between the Company and the Partner in connection with the Partner’s marketing, referral, recruitment, counseling, student assistance, and related activities.
1 DEFINITIONS AND INTERPRETATION
2. Appointment & Scope
2.1 The Company hereby appoints the Partner as a non-exclusive, revocable, independent partner to perform the Partner Services strictly in accordance with this Agreement.
2.2 The Partner acknowledges that no exclusivity is granted and that the Company may appoint other partners or agents.
2.3 The Partner shall not represent itself as an employee, legal representative, franchisee, or authorized agent of the Company.
2.4 The Partner shall have no authority to bind the Company, enter into contracts on behalf of the Company, or make any commitments or representations not expressly authorized in writing.
3. Independent Contractor
3.1 The Partner is and shall remain an independent contractor.
3.2 Nothing in this Agreement shall be deemed to create any partnership, joint venture, agency, employment, fiduciary, or representative relationship.
3.3 The Partner shall be solely responsible for its employees, taxes, social security, insurance, and regulatory obligations.
4. PARTNER OBLIGATIONS
- 4.1 The Partner shall perform the Partner Services with due skill, care, diligence, and professionalism.
- 4.2 The Partner shall strictly comply with all Applicable Laws.
- 4.3 The Partner shall not make any false, misleading, deceptive, exaggerated, or unauthorized promises or representations to any Student or guardian.
- 4.4 The Partner shall not collect or demand any unauthorized fees or charges from Students.
- 4.5 The Partner shall maintain accurate and complete records of all activities.
- 4.6 The Partner shall use only Company-approved marketing materials.
5. PROHIBITED CONDUCT
5.1 The Partner shall not:
(a) Make fake or misleading promises;
(b) Demand or collect unauthorized money;
(c) Engage in fraud, bribery, or corruption;
(d) Provide false documents or information;
(e) Misrepresent admissions, visas, or outcomes;
(f) Engage in unlawful acts;
(g) Use coercive or deceptive sales tactics.
6. NON-RESPONSIBILITY & 7. INDEMNIFICATION
6.1 Company Non-Responsibility: The Company shall not be responsible for any: (a) Fake promises or misrepresentations made by the Partner; (b) Unauthorized charges or fee collection by the Partner; (c) Fraudulent or illegal activities of the Partner; (d) Negligent acts or omissions of the Partner.
6.2 Consequence: The Partner shall solely bear all civil, criminal, regulatory, and legal consequences arising from its Misconduct.
7.1 Indemnity Scope: The Partner shall indemnify, defend, and hold harmless the Company, its directors, officers, employees, and agents from any claims, damages, losses, liabilities, penalties, fines, costs, and expenses arising from: (a) Breach of this Agreement; (b) Misconduct; (c) Violation of Applicable Laws; (d) False promises or unauthorized charges.
8. FEES, COMMISSIONS, AND PAYMENT MECHANICS
8.1 The Partner shall be entitled to receive Fees or Commissions solely for those Students who are validly referred to the Company in strict compliance with this Agreement and whose enrollment, admission, or service engagement has been formally accepted and confirmed in writing by the Company.
8.2 No Fee or Commission shall be payable in respect of any Student obtained, influenced, or processed through any Misconduct, including but not limited to false promises, misrepresentation, coercion, unauthorized fee collection, fraud, document falsification, or violation of Applicable Law.
8.3 The Company reserves the absolute and unfettered right to reject, withhold, reduce, suspend, or claw back any Fee or Commission where the Company, in its sole and reasonable discretion, determines that the Partner has breached this Agreement or engaged in Misconduct.
8.4 All Fees and Commissions shall be subject to applicable taxes, withholdings, and statutory deductions, which shall be borne solely by the Partner. The Partner shall be solely responsible for the reporting and payment of all taxes, levies, duties, and governmental charges arising from amounts paid under this Agreement.
8.5 The Partner shall not, directly or indirectly, collect, demand, or receive any monies, fees, deposits, or other consideration from any Student or guardian without the prior written authorization of the Company. Any unauthorized collection shall constitute a material breach of this Agreement.
8.6 The Company shall have the right to offset any amounts payable to the Partner against any amounts owed by the Partner to the Company, including but not limited to indemnification claims, penalties, refunds, or damages arising from Partner Misconduct.
8.7 The Partner acknowledges and agrees that Fees and Commissions are contingent upon lawful performance, regulatory compliance, and the absence of any Student complaints, legal proceedings, or regulatory investigations attributable to the Partner’s acts or omissions.
9. Confidentiality
Partner shall keep all Confidential Information secret for 10 years post-termination. Use is restricted solely to the performance of Partner Services with full technical safeguards implemented.
10. Intellectual Property
All IP remains the exclusive property of the Company. Partner is granted a limited, revocable license which ceases immediately upon termination. No derivative works allowed.
11. Data Protection
Strict compliance with IT Act 2000 and data privacy laws. Informed consent is mandatory for student data. No sale of data allowed. Immediate breach notification required.
12. Representations and Warranties
12.1 Partner warrants full legal capacity, absolute compliance with laws, veracity of information, and zero engagement in misconduct. These survive termination.
13. Compliance & Ethics
13.1 Partner shall maintain high ethical standards. Violations of anti-bribery or immigration laws constitute a material breach.
14. Audit and Inspection Rights
14.1 The Company has the absolute right to audit books, records, and systems. Partner must provide full cooperation and immediate remediation of any non-compliance found.
15. Insurance
15.1 Partner must maintain adequate professional liability insurance at their own cost and provide proof of coverage upon request.
16. Limitation of Liability
16.1 Company's liability is strictly limited to the maximum permitted by law. 16.2 Exclusion of all indirect, incidental, or consequential damages (loss of profits/revenue).
17. Supplemental Indemnification
17.1 Partner holds Company harmless against all third-party claims (Students/Regulatory) arising from Partner negligence or breach.
18. Term & Termination
Effective from the date of acceptance. Termination available for convenience by either party or immediately by Company for cause/misconduct.
19. Dispute Resolution
Amicable settlement first. If failed, referred to Binding Arbitration in New Delhi, India, in accordance with the laws of India.
20. Governing Law
Governed by the laws of the Republic of India. Parties submit to the exclusive jurisdiction of courts in New Delhi.
21. Force Majeure: Performance relief for acts of God, pandemics, or government restrictions.
22. Severability: If any provision is found invalid, the remainder remains in full force.
23. Entire Agreement: This constitutes the full understanding and supersedes all prior discussions.
24. Amendments: Only valid if made in writing and executed by both authorized representatives.
25. Waiver: No delay in exercising rights operates as a waiver; must be express and in writing.
26. Notices: All communications must be in writing to specified addresses.
27. Assignment: Partner may not transfer rights without express prior written consent of the Company.
28. Survival: Confidentiality, IP, and Indemnity obligations remain in effect following the end of this Agreement.
IRREVOCABLE RELEASE, WAIVER OF CLAIMS, AND COVENANT NOT TO SUE
THIS INSTRUMENT (the "Agreement") is entered into and effective as of this [Date], by and between the undersigned parties (hereinafter referred to as the "Partners" or "Releasors") in favor of Expedition Services, its parent companies, subsidiaries, affiliates, successors, assigns, and their respective officers, directors, agents, and employees (collectively referred to as the "Released Parties").
ARTICLE I: RECITALS AND CONSIDERATION
29.01 Recitals. Whereas, the Partners have engaged in business relations, contractual obligations, or specific ventures with Expedition Services; and whereas, the Partners have had the opportunity to review all governing terms and conditions; and whereas, the Partners intend to provide a full and final waiver of all legal remedies as a condition of their continued relationship.
29.02 Sufficiency of Consideration. The Partners hereby acknowledge and confirm the receipt and sufficiency of good and valuable consideration, the adequacy of which is hereby explicitly and forever affirmed, in exchange for the execution of this comprehensive waiver and the assumption of the obligations set forth herein.
ARTICLE II: IRREVOCABLE ACCEPTANCE OF TERMS
30.01 Unconditional Affirmation. The Partners, with full capacity and after having obtained independent legal counsel, hereby irrevocably and unconditionally accept, ratify, and confirm each and every term, condition, provision, and covenant set forth in the overarching Master Services Agreement and all ancillary documents (the "Primary Agreements").
30.02 Estoppel by Deed. The Partners are hereby legally estopped from asserting any claim that they were unaware of, or did not consent to, any specific provision of the Primary Agreements. This acceptance serves as an absolute bar to any future claim of ignorance, duress, or unconscionability regarding said terms.
ARTICLE III: COMPREHENSIVE WAIVER OF CHALLENGE
31.01 Global Bar to Litigation. The Partners hereby formally and perpetually waive, release, and discharge any and all rights they may have, now or in the future, to initiate, maintain, or participate in any lawsuit, arbitration, or administrative proceeding against Expedition Services. This waiver applies regardless of the legal theory invoked—be it in contract, tort (including negligence), equity, or under any statutory framework.
31.02 Extraterritorial Application. This waiver is intended to be global in scope. The Partners acknowledge that Expedition Services operates in a multi-jurisdictional environment. Consequently, the Partners waive the right to challenge Expedition Services in any court of law, tribunal, or judicial body across the globe, including but not limited to:
- The United States of America (Federal and State courts);
- The European Union and its member states;
- The United Kingdom;
- The Commonwealth of Nations;
- The People’s Republic of China;
- All jurisdictions within Asia-Pacific, Latin America, Africa, and the Middle East.
31.03 Waiver of "Unknown Claims." The Partners expressly waive all rights under any statute or common law principle which provides that a general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release. The Partners acknowledge that they may hereafter discover facts in addition to, or different from, those which they now know or believe to be true, but it is their intention to fully, finally, and forever settle and release any and all matters.
ARTICLE IV: COVENANT NOT TO SUE
32.01 Affirmative Obligation. The Partners hereby enter into a "Covenant Not to Sue," which is a legally binding promise to refrain from ever instituting any legal action against Expedition Services.
32.02 Breach of Covenant. Should any Partner, or any entity acting on their behalf, initiate any legal challenge or proceeding in violation of this Agreement, such Partner shall be liable for all costs incurred by Expedition Services in defending such action, including but not limited to reasonable attorney’s fees, expert witness fees, and court costs, calculated on a full indemnity basis.
ARTICLE V: INDEMNIFICATION AND HOLD HARMLESS
33.01 Duty to Indemnify. The Partners agree to indemnify, defend, and hold harmless the Released Parties from and against any and all losses, liabilities, damages, and expenses arising out of any breach by the Partners of the representations or warranties contained in this Agreement.
33.02 Third-Party Claims. This indemnity extends to any claims brought by third parties, successors-in-interest, or heirs of the Partners who may attempt to challenge the validity of the Primary Agreements or the services provided by Expedition Services.
ARTICLE VI: JURISDICTIONAL AND FORUM SELECTION
34.01 Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the [Insert Preferred Jurisdiction, e.g., State of Delaware or the International Chamber of Commerce rules], without regard to conflict of law principles.
34.02 Exclusive Forum. While the Partners have waived the right to sue, should any dispute arise regarding the interpretation of this waiver itself, the parties agree that the exclusive forum for such a determination shall be [Insert Specific Court/City]. The Partners hereby waive any objection to such venue based on forum non conveniens.
ARTICLE VII: REPRESENTATIONS AND WARRANTIES
35.01 Authority. Each Partner represents and warrants that they have the full legal power and authority to enter into this Agreement and that the person signing on behalf of any entity is duly authorized to bind said entity.
35.02 Non-Reliance. The Partners acknowledge that they have not relied on any representation, warranty, or statement made by Expedition Services that is not expressly set forth in this written Agreement.
ARTICLE VIII: SEVERABILITY AND SAVINGS CLAUSE
36.01 Preservation of Intent. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in full force and effect without being impaired or invalidated in any way. The parties further agree that the court should endeavor to give effect to the parties’ intention as reflected in the provision.
ARTICLE IX: FINALITY AND ENTIRE AGREEMENT
37.01 Integration. This Agreement constitutes the entire understanding between the Partners and Expedition Services regarding the subject matter hereof. It supersedes all prior or contemporaneous discussions, agreements, or understandings, whether oral or written.
38.02 No Oral Modification. No amendment or modification of this Agreement shall be valid unless made in writing and signed by an authorized representative of Expedition Services.
39. COUNTERPARTS & 40. ACKNOWLEDGMENT
This Agreement may be executed in one or more counterparts. The Partner expressly acknowledges and agrees that it bears sole and absolute responsibility for its actions, omissions, Misconduct, and all resulting legal and financial consequences.
STRICTLY PROHIBITED ACTIONS & CONSEQUENCES
Forbidden Activities:
- Deceptive Representations: False promises regarding admissions/visas.
- Unauthorized Financials: Collecting money without written authorization.
- Fraudulent Activity: Bribery, corruption, or forged documents.
- Unethical Tactics: High-pressure or deceptive sales.
- Legal Violations: Any breach of Applicable Laws.
Contractual Penalties:
- Forfeiture of Fees: Immediate claw back and zero commission for misconduct.
- Immediate Termination: Termination without notice for standard breaches.
- Full Indemnification: Sole liability for all civil/criminal consequences.
- Legal Recourse: Right to offset damages against outstanding payments.
END OF AGREEMENT - © 2026 Expedition Services