Nottingham Trent University Quality Handbook Supplement
School-based Collaborative Provision: Advanced standing agreements
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School-based Collaborative
Provision:
Advanced Standing Agreements
1. Introduction
1.1
1.2
1.3
These Guidelines set out the University’s procedures for setting up, approving and
monitoring agreements with external institutions whereby groups of students from
named courses at a specific institution may be admitted to NTU courses with
advanced standing. These arrangements are known as Advanced Standing
Agreements (ASA).
An ASA involves an academic judgement that the outcomes of a specified external
course partially meet those of a specified NTU course.
An ASA is based upon the principle that both the NTU and external course will
continue to function as independent courses designed to meet their own aims and
outcomes – the ASA should not impose curriculum or other changes on either
party.
2. Exclusions
2.1
These guidelines do not cover the following:



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Any arrangements that might be established for the admission of
students to the beginning of a course – except to the beginning
of a one year, 120 credit point, level 3 ‘top-up’ course. Such
arrangements would be considered to be progression
agreements.
The admission of individuals through an Accreditation of Prior
Learning (APL) process (this is covered by Guidelines on APL).
Any arrangement whereby the NTU course and that of the
external institution are specially designed to ensure progression
between the two, typically involving NTU in the delivery, support
or assessment of the course at the partner institution. For
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example, Foundation Degree progression (these arrangements
are covered by guidance on foundation degree progression).
The credit rating of external courses (these are covered by the
procedures set out in Sections 5 and 10 of the Quality Handbook
(QH)).
3. Regulation
3.1
The guidelines set out below are based on regulations detailed in QH Section 12.
4. Establishing equivalence
4.1
4.2
4.3
4.4
4.5
4.6
4.7
An ASA is based on the principle that there is reasonable equivalence between the
learning outcomes of the external course and those of a module(s), level or stage
of an NTU course(s).
An NTU course team must establish reasonable equivalence by mapping the
curriculum components and learning outcomes of the external and NTU course(s).
Where an ASA is being established for entry to a level three ‘top-up’ course,
mapping may not be required or be possible, however the advanced standing
agreement should ensure that all students completing the external course fully
meet the entry requirements of the ‘top-up’ course at NTU.
The course team should be satisfied that students on the external course will
undergo a comparable learning experience so as to ensure smooth transfer to the
NTU course – this will involve some scrutiny of the institution’s teaching, learning
and assessment styles and its learning resources.
Where there are gaps in the curriculum of the external course or in the student’s
learning experience it may be possible for the course team to devise a bridging
module or dedicated induction – taken before or alongside the NTU course – so
that students can transfer direct to the beginning of a level or stage.
Where ASAs are being arranged with overseas institutions, special attention should
be paid to the English language competence of students.
As an ASA will be in place for a period of three years, the course team should
ensure that the external institution has appropriate quality assurance systems.
5. Amount of advanced standing
5.1
5.2
The amount of advanced standing assigned to the external course should be
expressed as a credit or level value, i.e. 80 credits at Level 4 or direct entry to
Level 6.
The amount of advanced standing should not exceed two thirds of the credits
required for the NTU award, i.e. 240 credits maximum of a 360 credit course.
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6. Student status
6.1
6.2
The credits accumulated at the external institution are not NTU specific credits –
they only become NTU specific credits when a student has been admitted to the
NTU course. Consequently, students at the external institution receive no
certification or credit rating documentation from NTU regarding their studies on the
external course.
Prior to transfer, students at the external institution are not students of NTU and
have no access to NTU services or resources.
7. Admission decisions
7.1
7.2
Admission to the NTU course(s) may be unconditional or conditional. The
conditions imposed may relate to the outcome of additional selection methods or
the availability of places at NTU.
The external institution must provide transcripts – and any other relevant details –
for all advanced standing candidates.
8. Approval arrangements
8.1
8.2
8.3
Before detailed planning takes place, the NTU College should sign off the business
case for the agreement and confirm that the external institution is of appropriate
standing. The College should also satisfy itself that no formal Government or
related regulatory approvals are necessary in the external country before sign off –
it is anticipated that such approvals will not be necessary as no changes are being
made to the local course.
Normally, the School Academic Standards and Quality Committee (SASQC) – rather
than a DAG – will consider the NTU academic approval of the proposal. Approval
should involve liaison with the relevant CADQ Officer. Where a proposal is
particularly complex it may be taken to the Academic Standards and Quality
Committee (ASQC) for approval.
The documentation in support of approval should comprise:
a.
a short rationale and justification for the ASA;
b.
a note on how the course team has determined equivalence;
c.
some evidence of the mapping exercise undertaken (if applicable) or that the
students meet the entry requirements for a ‘top-up’ award;
d.
details of how the students will be supported in their transition to NTU;
e.
a brief analysis of the external institution’s learning environment, teaching and
learning methods, and quality management system;
f.
the bridging module/dedicated induction (where necessary);
g.
the draft formal ASA.
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A summary of all ASAs approved by SASQCs will be considered by the ASQC to
ensure that the University retains oversight of these arrangements.
9. Professional, Statutory and Regulatory Bodies
9.1
The course team/SASQC must take into account any PSRB policy that might affect
the scope or approval of the ASA.
10. Formal agreement
10.1 The formal agreement should be drafted using the exemplar below, and in liaison
with Legal Services.
10.2 Following NTU academic approval, the formal ASA must be signed by the relevant
Pro Vice-Chancellor and Head of College and the Head of the external institution.
11. Duration of the agreement
11.1 The ASA should last for a fixed period of three years maximum.
12. Monitoring and review
12.1 The course team should monitor the operation of the ASA as part of its routine
course management processes. Any salient points (including good practice) should
be included within its Course Standards and Quality Report (CSQR).
12.2 The arrangement will be considered as part of the periodic course review process.
The operation of ASA’s within a School may be considered as an item at Periodic
School Review.
12.3 The ASA must include a clause that requires the external institution to inform NTU
about changes to its course.
12.4 Where changes are made to the NTU course, the ASA should be reviewed to ensure
that the two courses continue to articulate.
12.5 The SASQC should undertake a formal review of the ASA prior to the end of the
three year approval period. This review should focus upon the available evidence,
including external examiner reports and student data. It should consider the
success and appropriateness of the ASA arrangement. If the review is successful
the ASA may be re-approved for a further three year period.
13. External Examiners
13.1 The NTU External Examiner(s) should be provided with details of any ASAs relating
to the course for which they are appointed and should be consulted when new
ASAs are being negotiated.
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Exemplar Advanced Standing
Agreement
This Agreement is made on (date) between:
(1)
Nottingham Trent University, Burton Street, Nottingham, NG1 4BU, United
Kingdom (hereafter referred to as ‘NTU’) and:
(2)
[University of International Better Studies, 10 East Miracle Street, Lapland
District, Neverland (hereafter referred to as ‘[UIBS]’).]
WHEREAS:
(A)
NTU and the [[UIBS]] have agreed to enter into an arrangement on the terms
and conditions set out below whereby Students enrolled at [[UIBS]] on the
[UIBS] Courses specified in appendix 1A may apply for entry with advanced
standing to courses at NTU specified in appendix 1B.
(B)
[[UIBS] warrants that it has attained the consent of the [
regulatory body in the Territory to enter into this Agreement.]
] and any other
WHEREBY it is agreed as follows:
1
Definitions
1.1
In this Agreement the following words and phrases shall have the meanings set
opposite them:
“Advanced Standing”
means the provision by NTU of credit for
academic study in relation to [UIBS] Courses,
provided that such NTU credit is only applicable
for those individuals studying NTU Courses;
“Approval Event”
means the quality assurance process undertaken
by NTU to ensure that students on the [UIBS]
Courses
undergo
a
comparable
learning
experience, underpinned by adequate systems
and resources and sound and effective quality
assurance (QA) processes;
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“Candidates”
means Students who apply for admission and
enrolment on to NTU Courses and wish to obtain
Advanced Standing in such NTU Courses;
“CAS”
means the confirmation of acceptance for studies,
a virtual document issued to a Candidate by NTU
and to be used by such Candidate in their
application to UKVI;
“Confidential Information”
means any information disclosed by a party to
another that has been designated in writing as
confidential or that ought to be considered as
confidential (however it is conveyed or on
whatever media it is stored) including information
which relates to the business, affairs, properties,
assets, trading practices, developments, trade
secrets, Intellectual Property Rights, know how,
personnel, Students and suppliers of a party;
“Effective Date”
means [insert date agreement is to be legally
binding from];
“FOIA”
means the Freedom of Information Act 2000 and
any subsequent legislation made under that Act
from time to time;
“Intellectual Property”
means any intellectual property right throughout
the world for the full term of the rights
concerned, whether or not registered and
whether or not registrable, including without
limitation copyright, database rights, patents,
rights in inventions, know-how and technical
information, design rights, design rights, design
patents,
registered
designs,
trade
marks
(including business and brand names, devices
and logos) domain names and the rights to apply
for any of the foregoing anywhere in the world;
“NTU Regulations”
means NTU Regulations, policies and procedures
as amended from time to time;
“Course Requirements”
means for the purposes of a Candidate being able
to be enrolled on the NTU Course;
 Having achieved IELTS of no less than 6.5;
 Achieving no less than the pass mark required
by [UIBS] for the [UIBS] to be successfully
completed;
 Satisfying the criteria for the applicable NTU
Course as noted in Appendix 1B; and
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1.2
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Each such Candidate being entitled to enter
into and remain within the UK for study at
NTU in accordance with UKVI requirements.
“Students”
means those individuals enrolled on Courses at
[UIBS];
“UKVI”
means Her Majesty’s United Kingdom Border
Agency (or subsequent/similar Government body
as subsequently set up to replace the same
function).
In this Agreement (except where context otherwise requires):
1.2.1
Any reference to a recital, clause, appendix or schedule is to the
relevant recital, clause, appendix or schedule of or to this Agreement
and any reference to a sub-clause or paragraph is to the relevant subclause or paragraph of the clause, appendix or schedule in which it
appears;
1.2.2
The clause headings are included for convenience only and shall not
affect the interpretation of this Agreement;
1.2.3
Use of the singular includes the plural and vice versa;
1.2.4
Use of any gender includes the other gender;
1.2.5
Any references to “persons” includes natural persons, firms,
partnerships, companies, corporations, associations, organisations,
governments, states, foundation and trusts (in which case whether or
not having separate legally personality);
1.2.6
Any reference to a statute, statutory provision or subordinate
legislation (“legislation”) shall (except where the context otherwise
requires) be construed as referring to such legislation as amended and
in force from time to time and to any legislation which re-enacts or
consolidates (with or without modification) any such legislation; and
1.2.7
Any reference to a party or Parties includes reference to its
successors.
1.3
The schedules, appendices and recitals form part of this Agreement and shall
have effect as if set out in full in the body of this Agreement and any reference to
this Agreement includes the schedules, appendices and recitals.
1.4
In the event of any conflict between the provisions of this Agreement and the
provisions of the schedules or appendices, the provisions of this Agreement shall
prevail.
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Courses at [UIBS] and NTU
2.1
The parties agree that [UIBS] shall admit individuals of suitable academic
standing to undertake [UIBS] Courses.
2.2
Successful completion of a [UIBS] Course shall lead to a conditional offer of entry
with advanced standing for Candidates to one of the NTU Courses, providing
always any specific Course Requirements are satisfied (as detailed in Appendix
1B) by the applicable Candidate.
2.3
The NTU Courses and [UIBS] Courses may be subject to change over the period
of this Agreement. Both parties undertake to inform the other about any such
changes as soon as reasonably possible and [UIBS] agrees it shall cooperate fully
with NTU to ensure that academic equivalence is maintained between the
respective courses of each party. On an annual basis, the list of specified courses
in appendices 1A and 1B will be reviewed and may be amended by NTU.
3
Quality assurance
3.1
Both parties acknowledge that NTU has undertaken an Approval Event prior to
the commencement of this Agreement. In the event that there are material
changes to the [UIBS] Course(s) [UIBS] agrees it shall cooperate fully with NTU
in the event any re-Approval Event processes are to be undertaken by NTU.
3.2
[UIBS] shall ensure that the academic equivalency and comparable learning
outcomes identified during the Approval Event are maintained throughout this
Agreement. In the event that either the [UIBS] Courses are amended or the
equivalency or outcomes are not maintained, [UIBS] agrees it shall inform NTU
forthwith.
3.3
NTU shall receive a copy of an annual report from the course leader at [UIBS] in
relation to the [UIBS] Courses, as prepared under [UIBS]’s QA procedures. In
addition, NTU will provide [UIBS] with a copy of its Course Standards and Quality
Report (PSQR).
3.4
This Agreement shall be subject to the annual monitoring review procedures of
NTU, as set out from time to time in NTU’s Academic Standards and Quality
Handbook. [UIBS] agrees it shall comply with NTU’s policies and procedures in
relation to the required standards and quality for the applicable [UIBS] Courses.
3.5
Each party shall bear its own costs in relation to the Approval Event and any
subsequent re-Approval Event.
4
Students
4.1
Candidates will normally be expected to transfer to NTU directly after the
successful completion of their studies at [UIBS]. However, exceptionally a
Candidate may apply for transfer within 3 years of completing their studies in
order to be considered under this Agreement.
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4.2
It is the responsibility of [UIBS] to provide Students with the applicable [UIBS]
academic award, transcripts or other certification for their studies at [UIBS]. Prior
to their transfer to NTU, Students will not be regarded as NTU students, nor have
access to NTU services or resources.
4.3
[UIBS] agrees it shall provide guidance to Candidates on all aspects of living in
the United Kingdom and studying at NTU. This guidance shall include but not
necessarily be limited to:
4.3.1
advice in relation to the UKVI and its requirements (including advice on
all the documentation required);
4.3.2
compliance with all relevant legislation in the United Kingdom in
connection with the application process for CAS;
4.3.3
general advice relating to living expenses while in the United Kingdom;
and
4.3.4
advice on how to complete the application process to NTU (but for the
avoidance of doubt [UIBS] shall not complete any part of the
application form on behalf of the Candidate).
4.4
[If [UIBS] is in the UK include this clause – delete this opening section. If not
within the UK this clause may be included:] [UIBS] agrees it shall use its best
endeavours to comply with the requirements of the UKVI, including but not
limited ensuring that [UIBS]’s procedures and practices are in strict compliance
with UKVI requirements and procedures.
5
Arrangements for the admission of Candidates to NTU
5.1
[UIBS] and NTU will arrange to disseminate information relating to the NTU
Courses and other information including fees and NTU enrolment requirements to
the Candidates.
5.2
Candidates wishing to transfer to NTU for an NTU Course shall receive a
conditional offer letter from NTU.
5.3
[UIBS] undertakes to provide academic transcripts for all Candidates intending to
transfer to NTU, including candidates’ final grades, as soon as reasonably possible
and not later than [ ] weeks prior to the date of enrolment at NTU.
5.4
Admissions Staff at NTU shall, after due consideration of Candidates, send to
[UIBS] a definitive list of Candidates accepted for entry to NTU.
5.5
All Candidates holding a conditional offer shall have the right of transfer to NTU at
the designated level of the NTU Course, subject to:
5.5.1
acceptance of NTU’s enrolment conditions or other regulations;
5.5.2
the Course Requirements being fully satisfied, and;
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subject to places being available on the applicable NTU Courses.
5.6
NTU undertakes to give reasonable notice to [UIBS] in the event that the number
of places available on any NTU Course becomes limited.
5.7
NTU undertakes to process admissions in accordance with the UCAS
arrangements for “Overseas Partnership Arrangements” (as that term is used by
UCAS) as such arrangements are amended from time to time.
5.8
Candidates who meet the required standard on the relevant NTU Course, but
whose IELTS score is below that required for entry to the specified course may, at
the discretion of the NTU Course Leader, be offered a place and required to
attend either the “English for Academic Purposes course” at NTU, or a presessional summer school at [UIBS].
5.9
All successful Candidates shall be informed by [UIBS] that they are required to
attend the general University orientation course prior to the start of the academic
year at NTU.
6
Financial arrangements
6.1
The parties shall inform the Candidates enrolling in any of the NTU Courses that
they shall be liable for the following fees, which shall be paid directly to NTU
when they enrol at NTU:
6.1.1
a fee for “English for Academic Purposes course” (if applicable); and,
6.1.2
tuition fees payable by all non-EU students as available on the NTU’s
web-site.
6.2
[delete if not applicable] [A Progression Scholarship will be given to all
Candidates progressing to NTU under this Agreement. This will be a 10%
reduction on the student’s tuition fee which will be applied to the first year of
studies at NTU only.]
6.3
Costs incurred by each party in establishing the arrangements covered by this
Agreement shall be paid for by the respective institution.
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Intellectual Property, use of trade marks and marketing
7.1
The Parties agree that:
7.2
7.1.1
NTU’s Intellectual Property is and shall remain the property of NTU;
7.1.2
[UIBS]’s Intellectual Property is and shall remain the property of
[UIBS].
NTU shall have a non-exclusive, non-transferable, revocable, royalty free licence
to use [UIBS]’s Intellectual Property in relation to the [UIBS] Course for the
purposes of fulfilling NTU’s responsibilities under this Agreement.
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7.3
Except as expressly provided in this Agreement, [UIBS] shall have no rights in
respect of NTU’s Intellectual Property or any other intellectual property rights
used by NTU or of the goodwill associated therewith and [UIBS] hereby
acknowledges that, except as expressly provided in this Agreement, it shall not
acquire any rights in respect thereof and that all such rights and goodwill are and
shall remain the legal and beneficial ownership of NTU.
7.4
NTU grants to [UIBS] a non-exclusive, non-transferable, royalty-free licence
(without the right to sub-licence) for the term of this Agreement to use NTU
Trade Marks solely for the purpose of marketing the [UIBS] Course PROVIDED
THAT [UIBS] shall use NTU Trade Marks solely in accordance with such written
instructions as NTU may from time to time issue to [UIBS]. The NTU Trade Marks
shall be provided by NTU in accordance with any applicable marketing guidelines
for NTU. For the avoidance of doubt, [UIBS] shall have no right to use NTU Trade
Marks outside of the scope of the licence granted in this clause 7.4 without the
prior written consent of NTU.
7.5
[UIBS] grants to NTU a non-exclusive, non-transferable, royalty-free licence
(without the right to sub-licence) for the term of this Agreement to use the
[UIBS] Trade Marks solely for the purpose of marketing the NTU Courses
PROVIDED THAT NTU shall use the [UIBS] Trade Marks solely in accordance with
such written instructions as [UIBS] may from time to time issue to NTU. The
[UIBS] Trade Marks shall be provided by [UIBS] in accordance with any
applicable marketing guidelines for [UIBS]. For the avoidance of doubt, NTU shall
have no right to use the [UIBS] Trade Marks outside of the scope of the licence
granted in this clause 7.5 without the prior written consent of [UIBS].
7.6
Neither party shall use (or apply to register as trademarks) the trade marks of
the other party (including NTU Trade Marks and the [UIBS] Trade Marks) or any
other trade marks that (in the sole opinion of the relevant party) so resemble the
other party’s trade marks as to be likely to cause confusion or deception in
relation to any goods, services or other product except as permitted in writing by
such party.
7.7
In connection with the promotion, marketing and/or delivery of the NTU Courses,
[UIBS] shall make clear in all dealings with students and other third parties that it
is not acting as an agent of NTU.
7.8
Neither party shall use the trade mark of the other party in any way which would
tend to allow it to become generic, lose its distinctiveness, be likely to mislead
the public or be materially detrimental to or inconsistent with the good name,
goodwill and/or reputation of such other party.
7.9
[UIBS] acknowledges that NTU is the owner of NTU Trade Marks and shall not do
anything which diminishes NTU’s rights in NTU Trade Marks or claim any title in
NTU Trade Marks other than as a licensee under the terms of this Agreement.
[UIBS] shall indicate that NTU Trade Marks are the property of NTU by
appropriate use of the following wording (or such alternative as is agreed
between the parties in writing):
“Nottingham Trent University is the registered trade mark of NTU.”
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7.10
Any goodwill derived from the use by either party of a trade mark of the other
party pursuant to this Agreement shall accrue and belong to such other party
and, insofar as such goodwill does not so accrue, the first party shall hold it in
trust for such other party and shall, at the request of the other party, execute
such documents and give such assistance as the other party may reasonably
require to vest such goodwill in the other party.
7.11
Each party undertakes not to use or to apply to register as a trade mark any
trade mark of the other party or any trade mark that (in the sole opinion of such
other party) so resembles the relevant trade mark of such other party as to be
likely to cause confusion or deception upon or relation to any goods or services.
7.12
[UIBS] shall promptly notify NTU if it becomes aware of:
7.12.1
any attack on the validity of any registration of any of NTU Trade
Marks;
7.12.2
any potential infringement of any of NTU Trade Marks by third parties,
including anything that may amount to passing off or an actionable act
of unfair competition; and
7.12.3
any information that comes to the knowledge of [UIBS] that use of
NTU Trade Marks may infringe the rights of any third party,
and shall provide NTU with all the information in its possession in relation to the
same and shall co-operate with NTU so far as reasonably requested for the
purpose of seeking to resolve the same.
7.13
[UIBS] shall at the request of NTU, and at its own expense, do all acts and
execute all deeds and documents necessary for registration of itself as a
permitted user of such NTU Trade Marks with all relevant authorities.
7.14
Neither party shall make press or other public announcements, or release in any
form any marketing or other publicity materials or releases relating to this
Agreement without the prior written approval of the other party. The form and
manner of the announcement or release of materials must also be approved in
writing by the other party.
7.15
For the avoidance of doubt, the procedure for obtaining the approval described in
clause 7.11 shall be that the party seeking approval shall submit in writing to a
designated person from the other party as the other party may advise, all draft
material referred to in clause 7.11 prior to any use by such party of such
material.
8
Accommodation
8.1
NTU shall use reasonable endeavours to facilitate the provision of accommodation
in Nottingham for successful Candidates, either in University Halls of Residence or
in University-approved private accommodation.
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9
Duration and Termination of this Agreement
9.1
This Agreement shall commence on the Effective Date and shall continue, subject
as provided for in clauses 9.2, 9.3 and 16.2 and 16.4 for three academic years
until [insert day and month 20--] and may be renewable thereafter subject to
mutual written agreement between the parties, and subject to a satisfactory
review of performance by each party.
9.2
At any time during the term of this Agreement either party may give 6 months’
prior notice in writing to terminate this Agreement.
9.3
This Agreement may be terminated:
9.3.1
on a material breach of this Agreement, by the party not in breach
serving a notice on the other party requiring the breach to be remedied
(if capable of remedy) within a period specified in the notice, not being
longer than sixty (60) days. If the breach has not been remedied by
the date of the expiry of the notice, the party not in breach may then
terminate the Agreement immediately.
9.3.2
forthwith by either party serving notice in writing if an order is made or
a resolution is passed for the winding-up of the other party or an order
is made for the appointment of an administrator to manage the affairs,
business and property of the other party or a receiver and/or manager
or administrative receiver is validly appointed in respect of all or any
part of the other party’s assets or undertaking or circumstances arise
which entitle the Court or a creditor to appoint a receiver and/or
manager or administrative receiver or which entitle the Court to make
a winding-up or bankruptcy order or the other party suffers any similar
or analogous action in consequence of debt;
9.3.3
forthwith if [UIBS] purports or assign its rights or obligations under
this Agreement unless NTU consents to such assignment under clause
17.1;
9.3.4
forthwith if at any time it is unlawful for either party to perform any of
its obligations under this Agreement;
9.3.5
forthwith if either party fails to comply with any proper laws binding on
it for the purposes of the rights and obligations specified in this
Agreement;
9.3.6
forthwith if either party ceases or threatens to cease to carry on the
business customarily carried on by it;
9.3.7
forthwith if any other event or series of events occurs which, in the
reasonable opinion of either party, renders it impracticable or
impossible to observe and fulfil the terms of this Agreement; or
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[forthwith if in the reasonable opinion of NTU, Student enrolment
levels in the NTU Courses or transfers from the [UIBS] Courses to the
NTU Courses are not viable.]
10
Effect of Termination
10.1
The service of notice to terminate under clauses 9.2 or 9.3 will not absolve either
party of its obligations to fully comply with the terms and conditions of this
Agreement until such termination is effective and shall be without prejudice to the
rights of either party against the other which may have accrued up to the date of
termination.
10.2
Upon termination of this Agreement for any reason:
10.2.1
no new Students shall be admitted to the [UIBS] Courses on the basis
that such [UIBS] Courses provide admission with advanced credit for
any NTU Courses under this Agreement;
10.2.2
[UIBS] shall forthwith cease to use NTU’s Trade marks;
10.2.3
[UIBS] shall cease to promote, market or advertise the [UIBS] Courses
as providing academic credit and/or advanced standing at NTU;
10.2.4
all licences granted pursuant to this Agreement shall terminate; and
10.2.5
all Confidential Information, including any Commercially Sensitive
Information, and any copies thereof shall be returned to NTU.
10.3
[UIBS] shall use reasonable endeavours to ensure that following termination of
this Agreement all Students enrolled in any of the [UIBS] Courses shall receive
adequate teaching, assessment and examination for the anticipated duration of
their respective [UIBS] Courses.
10.4
Subject as otherwise provided therein and to any rights and obligations which
may have accrued prior to termination, neither of the Parties shall have any
further obligation to the other under this Agreement.
11
Confidentiality
11.1
All data and other documents and information (other than promotional material)
supplied in writing by either Party (the “Supplying Party”) to the other Party
(the “Receiving Party”) under this Agreement (“Confidential Information”)
shall remain the property of the Supplying Party and shall be treated as
confidential.
11.2
The Receiving Party shall not during the term of this Agreement or thereafter use
any Confidential Information or disclose any Confidential Information to any third
party save to the extent as may be reasonably necessary for the fulfilment of the
Receiving Party’s duties and obligations under this Agreement.
11.3
The Receiving Party’s obligations under clause 11.2 shall cease to apply to:
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11.3.1
any Confidential Information which becomes available to the public
generally other than through a breach of this clause;
11.3.2
any information which the Receiving Party can prove was lawfully
known to the Receiving Party at the time of receipt from the Supplying
Party and not subject to any existing obligations of confidentiality;
11.3.3
information that was lawfully received from a third party without
restriction or breach of any obligation of confidentiality;
11.3.4
any disclosure of Confidential Information pursuant to a judicial or
other lawful government order; and
11.3.5
in the event the Receiving Party is NTU, the disclosure of Confidential
Information to enable the Receiving Party to comply with the
information disclosure obligations contained in FOIA (as hereinafter
defined).
Confidential Information shall not be exempted under sub clauses 11.3.1 and
11.3.2 by reason only that:
11.4.1
some or all of the features of the Confidential Information (but not the
combination and principle of it) are or become published or available to
the public generally or are known to or in the possession of or are
subsequently received by Receiving Party; or
11.4.2
such information could be derived or obtained from information which
is or becomes published or available to the public generally or is in the
possession of or becomes available to the Receiving Party if so to
obtain or derive it would require substantial skill, labour or expense.
12
Freedom of Information
12.1
[UIBS] acknowledges that NTU is subject to the requirements of the Freedom of
Information Act 2000 (as amended from time to time) (the “FOIA”) and [UIBS]
agrees it shall (at its own expense) co-operate and provide all necessary and
reasonable assistance to fulfil any reasonable request or reasonable assistance as
may be requested by NTU to enable NTU to comply with its obligations under the
FOIA.
12.2
Notwithstanding the generality of clause 12.1, [UIBS] shall provide NTU within
five (5) Working Days of receipt of a request for assistance from NTU with such
information in its possession or power as may be reasonably requested in order
to assist NTU to comply with its obligations under the FOIA.
13
Data Protection
13.1
Both parties confirm that they shall comply with their obligations and duties
under the 1998 Act. In particular:
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13.1.1
where necessary, the parties shall obtain and maintain appropriate
data protection notification entries on the UK Information
Commissioner’s Register of Data Controllers;
13.1.2
in the event a party is acting as a data processor (hereafter the
“Processing Party”) (as defined by the 1998 Act) for the other party
(hereafter the “Controller Party”), the Processing Party undertakes in
respect of personal data and sensitive personal data (as defined by the
1998 Act) processed by it (“Personal Data” and "Sensitive Personal
Data” respectively):
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(i)
to process the Personal Data strictly in accordance with the
terms of this Agreement and the Controller Party’s instructions
from time to time; if the Processing Party cannot provide such
compliance for any reason, the Processing Party agrees to
inform the Controller Party promptly. In this situation the
Controller Party is entitled to suspend the transfer of Personal
Data and/or terminate this Agreement;
(ii)
take appropriate technical and organisational measures against
the unauthorised or unlawful processing of the Personal Data
and against the accidental loss or destruction of, or damage to,
the Personal Data (including adequate back up procedures and
disaster recovery systems). Such measures shall (taking into
account the state of technological development and the cost of
implementing such measures) be appropriate to the nature of
the Personal Data processed by the Processing Party;
(iii)
ensure that only its employees who may be required during the
course of their employment to perform tasks relating to the
services undertaken to be provided by the Processing Party
under this Agreement shall have access to the Personal Data.
The Processing Party shall ensure that all employees used by it
to process Personal Data have undergone training in UK data
protection law and in the care and handling of Personal Data;
(iv)
process the Personal Data in accordance with the laws of the
United Kingdom;
(v)
notify the Controller Party about any request which may be
received from individuals who are the subject of the Personal
Data (“Data Subjects”) without responding to that request,
unless the Processing Party has been authorised to do so by
the Controller Party;
(vi)
assist the Controller Party promptly with all requests which may
be received from Data Subjects. The Controller Party shall
reimburse the Processing Party for any reasonable costs which
the Processing Party may incur in complying with this
requirement;
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(vii)
not use the Personal Data for any purposes which may be
inconsistent with those notified to the Data Subject on or before
collection provided that the Controller Party has previously
supplied copies of all such notices to the Processing Party;
(viii)
not disclose the Personal Data to a third party in any
circumstances other than at the specific request of the
Controller Party or as otherwise specified in this Agreement;
(ix)
notify the Controller Party immediately upon receiving any
notice or communication from any supervisory or government
body which relates directly or indirectly to the processing of the
Personal Data; and
(x)
not assign, transfer or sub-contract any right or obligation
under this Clause 13 without the Controller Party’s prior written
consent.
13.2
The Processing Party and Controller Party shall discuss and agree appropriate
security measures to be implemented in respect of the exchange of student data
and other data including Personal Data, between the Parties.
13.3
The Processing Party will allow its data processing facilities, procedures and
documentation which relate to the processing of the Personal Data to be
scrutinised by the employees or agents of the Controller Party, in order to
ascertain compliance with the terms of this Agreement.
13.4
The rights and obligations set out in this Agreement shall automatically terminate
upon the expiry of the provision of services. On termination of this Agreement
the Processing Party will cease processing the Personal Data and return the
Personal Data to the Controller Party, or destroy the Personal Data as the
Controller Party requests.
14
Liability
14.1
In addition to any other remedy available to NTU, [UIBS] (except in respect of
death or personal injury arising from the negligence of NTU or in respect of
fraudulent misrepresentation on the part of NTU) irrevocably and unconditionally
agrees to indemnify NTU in full and on demand and keep NTU so indemnified
from and against all claims, demands, actions, and proceedings made or brought
against NTU and all damages, losses (including all consequential and indirect
losses), costs and expenses (including legal and other professional advisers’ fees)
whether or not foreseeable at the date of entering into this Agreement incurred or
suffered by NTU directly or indirectly as a result in whole or in part from breach of
this Agreement by and/or the negligence of [UIBS].
14.2
NTU shall not be liable to [UIBS] in contract, tort, negligence, breach of statutory
duty or otherwise for loss of profit, use, anticipated savings, goodwill, reputation
or opportunity, other economic loss (whether direct or indirect) damages, costs or
expenses incurred or suffered by [UIBS] as a result of any breach by NTU of the
terms of this Agreement.
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14.3
Subject to clause 14.2 except in the case of death or personal injury caused by
negligence, fraudulent misrepresentation or in other circumstances where liability
may not be so limited under any applicable law, the total liability of NTU to
[UIBS] whether arising in contract, tort, negligence, breach of statutory duty or
otherwise for any loss or damage, costs or expenses arising under or in
connection with this Agreement shall not exceed [the sum of [£
]].
14.4
For the purposes of clauses 14.2 and 14.3, any number of acts or omissions
whether successive or concurrent which together result in or contribute to
substantially the same loss or damage shall be treated as one act or omission.
14.5
Except as set out in this Agreement, all warranties, conditions, terms and
undertakings, express or implied, whether by statute, common law, custom,
trade or usage, course of dealings or otherwise (including without limitation as to
quality, performance or fitness or suitability for purpose) in respect of any service
and/or materials to be provided by NTU under this Agreement are hereby
excluded to the fullest extent permitted by law.
15
Dispute Resolution
15.1
Should NTU and [UIBS] be unable to reach agreement on the meaning or
interpretation of any terms set out hereto or in any other matters arising out of
this Agreement, the matter in dispute shall be resolved by negotiation by the
signatories (or their delegates).
15.2
If the parties cannot reach a satisfactory resolution within thirty (30) days after
commencing discussions the matter will be referred to mediation in accordance
with the model procedure of the Centre for Dispute Resolution, London (“CEDR”),
such mediation to be completed within 30 days of signature of the CEDR
Mediation Agreement.
15.3
All negotiations connected with the dispute will be conducted in complete
confidence, and the parties undertake not to divulge details of such negotiations
except to their professional advisers who will also be subject to such
confidentiality. Such negotiations shall be without prejudice to the rights of the
parties in any future proceedings.
15.4
If the parties accept the mediator’s recommendations or otherwise reach
agreement on the resolution of the dispute, such agreement shall be reduced to
writing and once it is signed by their duly authorised representatives, shall be
final and binding on the parties.
15.5
Nothing contained in this clause 15 shall restrict either party’s freedom to
commence legal proceedings to preserve any legal right or remedy or protect any
proprietary or trade secret right.
16
Anti-corruption and anti-bribery
16.1
[UIBS] shall:
(a)
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(b)
not engage in any activity, practice or conduct which would constitute
an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such
activity, practice or conduct had been carried out in the UK;
(c)
have and shall maintain in place throughout the term of this
Agreement its own policies and procedures, including Adequate
Procedures to ensure compliance with the Relevant Requirements and
this clause 16, and will enforce them where appropriate;
(d)
procure and ensure that all of its Associated Persons of [UIBS] and/or
other persons who are performing services and/or providing goods in
connection with this Agreement comply with this clause 16.
16.2
Without prejudice to any other rights or remedies NTU may terminate this
Agreement on written notice to [UIBS] specifying the date on which this
Agreement will terminate in the event of a breach of this clause 16. Breach of
this clause 16 shall be deemed to a breach which is not capable of remedy.
16.3
For the purpose of this clause 16, the following terms have the meaning set out
next to them:
“Adequate Procedures” shall be determined in accordance with section 7(2) of
the Bribery Act 2010 (and any guidance issues under section 9 of that Act).
“Associated Person” shall have the meaning ascribed to it in section 8 of the
Bribery Act and shall include but is not limited to any employees, agents and/or
subcontractors of the Centre.
“Bribery Act” shall mean the Bribery Act 2010 (and any amendment thereto).
“Foreign Official” shall be determined in accordance with section 6(5) of the
Bribery Act 2010 (and any guidance issues under section 9 of that Act).
“Relevant Requirements” shall mean all applicable laws, statutes, regulations,
and codes relating to anti-bribery and anti-corruption including but not limited to
the Bribery Act.
17
General
17.1
Neither of the parties shall be entitled to perform any of its obligations through
any other company or entity and, without the prior written consent of the other
party (which the other party shall be free to give or withhold as it sees fit).
Neither of the parties shall assign, mortgage, charge or dispose of any of its
rights hereunder, or sub-contract or otherwise delegate any of its obligations
hereunder.
17.2
Nothing in this Agreement shall create, or be deemed to create, a partnership or
the relationship of principal or agent or employer and employee or parent
company and subsidiary and/or branch between the parties.
17.3
This Agreement contains the entire agreement between the parties with respect
to the subject matter hereof save and except for the NTU Regulations supersedes
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all previous agreements and understandings between the parties with respect
thereto, and may not be modified except by an instrument in writing signed by
the duly authorised representatives of the parties.
17.4
If any provision of this Agreement is held by any court or any other competent
authority to be void or unenforceable in whole or in part, this Agreement shall
continue to be valid to the other provisions thereof and the remainder of the
affected provision.
17.5
The Contracts (Rights of Third Parties) Act 1999 is excluded from applying to this
Agreement and nothing in this Agreement confers or purports to confer on any
third party any benefit or any right to enforce any term of this Agreement.
17.6
Neither party is relying on any representations or warranties except those
expressly set out in this Agreement.
However, nothing in this Agreement
purports to exclude liability for any fraudulent statement or act.
17.7
No variation of this Agreement (including its Schedules) shall be binding, unless it
is in writing and signed by authorised representatives of both parties.
17.8
This Agreement may be entered into in any number of counterparts, each of
which shall be an original but all of which taken together shall constitute one and
the same instrument. Any party may enter into this Agreement by signing any
such counterpart.
17.9
This Agreement shall be governed by and construed in accordance with English
law. Any dispute which may arise between the parties concerning this Agreement
shall be determined by the English courts and the parties hereby submit to the
non-exclusive jurisdiction of the English courts for such purpose.
17.10 Neither of the parties to this Agreement shall be responsible to the other party for
any delay in performance or non-performance due to Force Majeure, but the
affected party shall promptly upon occurrence of any such causes inform the
other party, stating that such cause has delayed or prevented its performance
hereunder and thereafter such party shall take all action within its power to
comply with the terms of this Agreement as fully and promptly as possible. If the
Force Majeure in question prevails for a continuous period in excess of [one (1)
month], either party may terminate this Agreement on [30 days notice].
17.11 [The parties agree that where there shall be an English and local language
version of this Agreement, and in the event that the local language version of this
Agreement contains any conflicting provisions or variations to the English version
and/or any typographical errors, the parties agree that such conflicting
provisions, variations and/or typographical errors, shall be amended in
manuscript and initialled by the authorised representatives of the parties. For the
avoidance of doubt, in the event of a conflict between the English and local
language versions of this Agreement, the English version shall prevail]
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18
Notices
18.1
Any notice or other communication given under this Agreement shall be in writing
and signed by or on behalf of the Party giving it and shall be served by delivering
it personally or sending it by pre-paid recorded delivery or registered post or fax
to the address and for the attention of the relevant party set out in clause 18.3
(or as otherwise notified by that party for the purposes of this Agreement).
18.2
Any such notice shall be deemed to have been received:
18.2.1
if delivered personally, at the time of delivery;
18.2.2
in the case of pre-paid recorded delivery or registered post, seven (7)
Working Days from the date of posting;
18.2.3
in the case of registered airmail, seven (7) Working Days from the date
of posting; and
18.2.4
in the case of fax, at the time of transmission provided that a
transmission report is generated by the sender’s fax machine recording
a message on the recipient’s fax machine, confirming that the fax was
sent to the number indicated below and that all pages were
successfully transmitted
provided that if deemed receipt occurs before 9am on a Working Day the notice
shall be deemed to have been received at 9am on that day, and if deemed receipt
occurs after 5pm on a Working Day, or on a day which is not a Working Day, the
notice shall be deemed to have been received at 9am on the next Working Day.
18.3
The addresses and fax numbers of the parties for the purposes of clause 18.1
are:
Nottingham Trent University
Address:
For the attention of:
Fax number:
[UIBS]
Address:
For the attention of:
Fax number:
or such other address or fax number as may be notified in writing from time to
time by the relevant party to the other party.
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18.4
In proving such service it shall be sufficient to prove that the envelope containing
such notice was addressed to the address of the relevant Party set out in clause
18.3 (or as otherwise notified by that Party for the purposes of this Agreement)
and delivered either to that address or into the custody of the postal authorities
as a pre-paid recorded delivery, registered post or airmail letter, or that the
notice was transmitted by fax to the fax number of the relevant Party set out in
clause 18.3 (or as otherwise notified by that Party for the purposes of this
Agreement).
18.5
For the avoidance of doubt, notice given under this Agreement shall not be validly
served if sent by e-mail.
IN WITNESS of the above this Agreement was entered into on the date set out abov
SIGNATORIES
Signed for and on behalf of NOTTINGHAM TRENT UNIVERSITY
_____________________________________
______________
Professor Eunice Simmons
Pro Vice-Chancellor - Academic
Date
Signed for and on behalf of UNIVERSITY OF INTERNATIONAL BETTER STUDIES
__________________________________
______________
Peter Perfect
Chief Officer
Date
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Named contacts:
[UIBS]:
Name:
Role in terms of ADA:
Title:
Address:
Fax:
Telephone:
Email:
Website address:
NTU:
Name:
Role in terms of ADA:
Title:
Address:
Fax:
Telephone:
Email:
Website address:
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APPENDIX 1A
University of International Better Studies ([UIBS])
Course(s) of study at [UIBS] successful completion of which, along with an International
English Language Testing Systems (IELTS) examination score of at least 6.5, shall lead
to an offer of entry to a specified course at Nottingham Trent University:


Diploma in Acme Studies
Diploma in Applied Acme Studies
APPENDIX 1B
Nottingham Trent University (NTU)
Successful completion of the requirements set out in Appendix 1A above shall lead to an
offer of entry to the second year of any of the following courses at NTU as selected by
the student:

BA (Hons) Dream Studies
Specific entry requirements: At least 60% in project work.

BA (Hons) Applied Dream Studies
Specific entry requirements: Successful completion of placement
on the Diploma Course.
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