ARTICLE 9 – MISCELLANEOUS

ARTICLE 9.1 – TERMINATION

Either PARTY may, after giving 30 days’ notice in writing to the other party, proceed to terminate this Agreement. However, such termination of this Agreement would not in any manner affect the legality and/or enforceability of continuing obligations cast on the parties in particular, to continue to perform the obligations under this agreement, until the completion of the courses of the students enrolled by other Party with GEP and/ or affect the legality and/or enforceability of contracts and/or agreements entered in pursuance of this Agreement, whilst this Agreement was in force.

Notwithstanding anything in Sub Article 9.2.1 below all rights, duties, and obligations provided for under this Agreement be terminated without any further judicial or extra judicial recourse of either Party upon the earliest occurrence of any of the following

1. Both Parties mutually agreeing to terminate this Agreement in writing;
2. Commencement of voluntary or involuntary bankruptcy proceedings against one of the Parties;

ARTICLE 9.2– EXTENT OF AGREEMENT AND AMENDMENTS

9.2.1 This Agreement represents the entire and integrated Agreement between the Parties and supersedes all prior negotiations, representations or agreements written or oral, relating to the matters referred to herein, between all three Parties.

9.2.2 This Agreement may be amended only by written instrument signed by all Parties to this Agreement.

ARTICLE  9.3 – SEVERABILITY

9.3.1 If any provision of this Agreement is held or interpreted by any court of competent jurisdiction or by any governmental authority charged with the administration thereof to be illegal or invalid, such provision shall be fully severable and this Agreement shall be construed as if such illegal or invalid provision had never comprised a part of this Agreement and the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by the illegal or invalid provision or by its severance from this Agreement. Furthermore, in lieu of such illegal or invalid provision, there shall be added another provision by Agreement of the Parties.

ARTICLE 9.4 – NO WAIVER

9.4.1 The failure of any Party to insist upon the strict performance by the other Party of any conditions and provisions of this Agreement shall not be deemed a waiver of such conditions and provisions or a waiver of the right of the other Party to require future compliance therewith. No waiver of any conditions and provisions shall be deemed to have been made unless expressed in writing and signed by all Parties.

9.4.2 No consent or waiver expressed or implied by any Party to or of any breach of any covenant or provision herein contained shall be construed as consent to or waiver of any other breach of the same or any other covenant or provision.

ARTICLE 9.5 – APPLICABLE LAW AND JURISDICTION

9.5.1 This Agreement is to be governed and enforced, construed, regulated and administered under and in accordance with the laws of Sri Lanka, without recourse to provisions governing choice of law.

ARTICLE 9.6 – DISPUTE RESOLUTION

9.6.1 This Agreement shall be interpreted and governed by the prevailing laws of  Sri Lanka. 

9.6.2 The PARTIES shall make all reasonable efforts to resolve any dispute arising out of; relating to or connected with this Agreement by amicable negotiations and agree to provide, on a without prejudice basis, full and timely disclosure of relevant facts, information and documents to facilitate such negotiations. 

9.6.3 Subject to Clause 19.6.2 above any disputes arising out of or in connection with this Agreement shall be finally settled by arbitration in accordance with the UNCITRAL Rules of Arbitration by Three (3) Arbitrators appointed in accordance with the said rules. The place of arbitration shall be Sri Lanka and the language of the arbitration shall be English. All the Parties agree that the arbitration award shall be final and binding upon the Parties to this Agreement. 

9.6.4 Neither of the PARTIES shall be released from performing its obligations hereunder and under the Contract by reason of any arbitration proceedings being instituted.

ANNEXURE I – GEP MARKETING GUIDELINES

• Introduction

This guide has been put together for our partners to maintain a consistent brand identity. It is for use in the preparation of promotional literature, advertisements, website and social media content related to GEP. Please note that the partners cannot promote any of GEP’s courses until an agreement is finalised with GEP.

• Marketing

• Partner Material

Material developed by the partner (this includes websites, social media profiles and all printed or digital material) must be approved by GEP prior to publication.

• Material

Material made available by GEP can be freely distributed. This material should not be altered in any way.

• Websites

The partner may include a profile of GEP, mentioning that they are an official Certified Business Partner (under a separate section on their website) and include approved logos, banners, flyers, brochures and prospectuses. For specific course information, a link to the GEP course information page may be included: https://www.globaleducationplatform.com/

• Colors

GEP marketing material follows a fixed colour code. Although it is not mandatory to follow this design language, it is highly recommended to ensure consistency between partner material and GEP material.

Recommended Colours

<Mention the color codes>

• Terminology

Awarding university logos cannot be mentioned alone without crediting GEP, nor their logos be used, on any material produced by a partner.

• Language

British English should be used in all marketing material. Any spelling or grammatical errors should be strictly avoided. All items should be carefully reviewed or proofread before being released.

• Partnership References

References to partnership can only be expressed towards GEP, and not towards any of the awarding universities we offer courses from. While partners cannot use the names of the universities, they can include the following links for reference: In partnership with GEP we offer courses from “University Name”.

• Course References

References should not be made to GEP or any of the awarding bodies for courses that are not delivered by GEP.

• Course Titles

All course titles must contain the phrase “delivered through GEP.” For example, “Master of Business Administration, delivered through GEP” or “MBA delivered through GEP.” Course titles must be mentioned in full and with proper terminology at all times. Any spelling or grammatical errors should be strictly avoided.

• Course Durations

While course durations may be used for marketing purposes, phrases such as “fast track” should only be used in proper context, and not in a method that can devalue or harm the reputation of the course, GEP or the awarding body.

• Course Fees

It should not be mentioned or implied that the course fees are charged or handled by GEP or the awarding body. Any expression should clearly state that the course fees are charged and handled by the partner.

• Pathway Qualifications

The Top-Up stage which is offered by an awarding body, should be referenced separately from a pathway qualification such as an OTHM diploma. However, it could be mentioned that upon completion of a recognised pathway qualification, a student can apply for entry to the Top-Up stage

• Module Descriptions

The partner should not provide module breakdowns or summaries of the course modules. The partner should not copy and paste any content from the GEP website or course brochures, to be included in their own website. The partner can include downloadable GEP brochures on their website. Optionally, the partner can include a link, which directs students to the relevant course page on the GEP website.

• Delivery Mode

Marketing material should not imply that courses are conducted through classroom teaching, or face-to-face lecturing. It should be mentioned that the course delivery is through Blended Learning or Online Study. If the partner is accredited to deliver one of the recognised pathway qualifications for a Top-Up programme awarded by one of the awarding bodies, (that is, if the partner is a recognised OTHM, EduQual, ATHE or NCC Centre), the marketing material and the website should clearly differentiate the two separate courses and state the delivery mode for each.

• Logos and Usage

Only the official GEP approved logos can be used for any form of marketing activities (including digital). A logo pack will be provided with all variations and in multiple formats. A logo is always cast as one piece of typography. Never attempt to recreate, modify, crop, recolour or edit any element of the approved logos. Please follow the guidelines below when using the logos:

• Approved Logos

The logo combination, including the phrase underneath cannot be separated or edited. They should always maintain the same proportional distance from each other.

The transparent version should only be used against high contrast backgrounds

<Include the logos>

A logo should always appear prominently and clearly on any surface. It should not be obscured by any elements. It cannot be attached to or extended with any other Logos.

• Important

GEP reserves the right to amend these marketing guidelines without prior notice. In the event of such changes, GEP requires its partners to change their published and unpublished materials with immediate effect. GEP cannot be held accountable for any costs associated with re-design, re-print, disposal of existing marketing materials or any other associated costs.

ANNEXURE II – FACILITIES THAT SHOULD BE PROVIDED BY CERTIFIED BUSINESS PARTNER TO THE STUDENTS

1. Carry out verifications to ensure that all documents submitted by candidates for enrolment are valid and genuine:
   1. Personal Information (Passport copy)
   2. Prior qualification documents

1. Providing administrative support to complete application forms, understand course fees, degree paths, etc.

1. Provide career guidance and administrative support to students when necessary such as
   1. Assisting the applicants in choosing a suitable course
   2. Helping students in completing their application forms
   3. Processing payments
      1. GEP should provide students with a clear receipt for all payments collected which includes identification of the centre as well as the Student.
2. Assist the student with all academic related concerns throughout the course by acting as the intermediary between GEP and the students, for eg:
   1. Submission inquiries
   2. Requests for Extensions/Mitigation/Deferrals/Withdrawals
   3. Dispatching of documents (Certificates, Transcripts, Letters etc)

1. Support with student engagement. Student satisfaction, pass rates and quality of delivery.