Master Services Agreement (MSA)

This Master Services Agreement (the "MSA") is the partnership contract between the registering educational institution (the "School") and BidandStudy (the "Agent" or "BidandStudy"), through which BidandStudy refers qualified international students to the School via its bid-based platform and the School pays a commission on the resulting enrollments.

The School accepts this MSA by ticking the acceptance box on the registration form. An acceptance timestamp is stored as proof of execution.

This MSA governs the commercial relationship only. Platform-use obligations — eligibility, account, catalog standards, off-platform contact, intellectual property, compliance, suspension of access, and dispute mediation — are governed by the Terms of Use and apply alongside this MSA. Where the same matter appears in both documents, this MSA prevails on commercial questions and the Terms of Use prevail on platform-use questions.

The School pays BidandStudy a commission at the rates the School declared during registration (the "Agreed Rates"): a percentage of net tuition on every enrollment that results from a bid accepted on the platform, and, when the School expressly opts in, a percentage of accommodation revenue on the same enrollments. The Agreed Rates are stored in the School's account, are visible to the School at any time in its dashboard, and may be updated by mutual written agreement (email is sufficient). Any change applies only to bids accepted after the change date.

Unless an accommodation rate has been declared, commission is calculated on tuition only. Accommodation, airport transfers, insurance and other ancillary fees are otherwise excluded from the commission base.

BidandStudy does not charge setup fees, monthly fees, listing fees, or marketing fees. The commission is the only consideration payable by the School to BidandStudy under this MSA.

Scope of commission — Initial Enrollment only. Commission is due solely on the enrollment that results directly from a bid accepted on the platform (the "Initial Enrollment"). Future repeat bookings, course extensions and family referrals are not automatically commissionable: a subsequent booking is commissionable only where (i) the student elects to engage BidandStudy as their agent for that subsequent booking and the platform facilitates the connection, or (ii) the parties mutually agree in writing in advance.

Pricing autonomy and decline rights. The School retains full control over its pricing and commercial strategy. The School may set minimum pricing thresholds, decline any bid at its discretion within the response window — with or without stating a reason — and counter-propose with revised terms. A bid declined within the response window does not affect the School's standing on the platform, its visibility in matching, or its commission rates. Only sustained failure to respond at all may, at BidandStudy's reasonable discretion, result in routing throttling, as described in the Terms of Use.

The School may declare market exclusions in its dashboard at any time; mechanics are described in the Terms of Use, Section 3. Bids that are not distributed because of an exclusion do not create commission obligations.

3.1 Default model — Confirmation fee from student. Unless the School opts for model 3.2 below, commission is collected directly from the student at the moment they accept the School's offer on the platform. The student pays BidandStudy a "confirmation fee" equal to the Agreed Rates applied to the School's offer (tuition portion at the Agreed Tuition Rate plus, where applicable, the accommodation portion at the Agreed Accommodation Rate) to secure the reservation. The remaining balance (tuition balance, accommodation, transfers, insurance, and any ancillary items) is invoiced and collected by the School directly from the student through the School's own channel. BidandStudy does not touch the School's revenue and does not invoice the School for commission under this model. The student is shown the confirmation fee only as an absolute amount in their own currency — never as a percentage, never labelled "commission". BidandStudy is not a payment service provider for the School and does not hold student funds in escrow: the confirmation fee is consideration for our agency service.

3.2 Opt-in model — Traditional invoice. If the School prefers the traditional agent flow, the student pays 100% of the invoice directly to the School. After the course start date, BidandStudy issues a commission invoice to the School on 30 days net terms at the Agreed Rates applied to the booked tuition (and, where applicable, accommodation). Schools paying in a non-USD currency bear FX costs. Late payments accrue interest at 1% per month pro-rated. There is no confirmation fee paid by the student under this model and clause 4 does not apply.

3.3 Choice and change. The School picks one model at registration and can switch from the dashboard at any time. A School that prefers the traditional agent flow may operate exclusively under model 3.2 from registration onward; opting out of the confirmation-fee model has no impact on bid distribution, platform visibility, or the School's standing on the platform. The change applies to bids accepted after the update; bids already accepted remain under their original model.

This clause applies under the default collection model (3.1) only. Under the traditional invoice model (3.2) no confirmation fee is paid and this clause does not apply.

4.1 General rule. The confirmation fee is refundable to the student in the cases listed below. Where a refund is due, BidandStudy processes it directly to the original payment method, normally within 10 business days of the refund-triggering event being verified.

Refundable to the student (full, minus a small administrative fee disclosed at checkout):

• The School cannot honour the accepted offer (price, dates, inclusions, accommodation).
• The School withdraws an accepted offer or fails to deliver the booked program.
• Visa refusal, when the student followed the visa guidance shared at acceptance and provides documented proof within the deadline.
• Documented force-majeure events that prevent the course from running.
• BidandStudy cancels the transaction due to a platform issue or policy enforcement.

When the School itself is the cause of the cancellation, the student receives a full refund with no administrative fee, and BidandStudy may treat the incident as a material breach under clause 8.

Non-refundable:

• The student chooses not to proceed after accepting the offer.
• The student does not complete the necessary steps (documents, payments to the School) within the agreed deadlines.
• The student provided incorrect or misleading information that affected eligibility.
• Visa refusal that resulted from the student not following the documented visa guidance.
• The course has already started.

4.2 Free Cancellation badge (optional, per program). The School may opt in to display a "FREE CANCELLATION" badge on individual programs from the dashboard, with a deadline the School defines. While the deadline has not passed, the student may cancel without cause and the confirmation fee is refunded in full (no administrative fee). The badge is shown to students at the time of offer; the deadline is binding once the offer is accepted.

Tuition is paid by the student directly to the School (model 3.1: tuition balance after the confirmation fee; model 3.2: full invoice). The School publishes its own tuition cancellation and refund policy in its dashboard; that policy is shown to the student before the offer is accepted and forms part of the enrollment agreement between School and Student. Standards for that policy are set out in the Terms of Use, Section 5.

BidandStudy does not collect, hold or refund tuition. Inconsistencies between the School's published tuition policy and what the School actually applies may be treated as a material breach under clause 8.

Refund and offer disputes are routed through in-platform messaging. The School commits to respond to refund disputes within 5 business days; persistent unresponsiveness may be treated as a material breach under clause 8.

Once a bid has been distributed to the School through the platform, the School agrees not to contact the referred student directly outside the platform to offer services that circumvent BidandStudy for a period of 18 months after the bid date. This protects BidandStudy's economic interest in the referral and is standard in agent–school partnerships.

Independent contact already existing before the bid (e.g. the student had previously enquired directly with the School through another channel) is not covered by this clause, provided the School can demonstrate that prior relationship.

Pre-existing relationships and duplicate leads. No commission is due where, prior to a bid being distributed to the School on the platform, the student already has an active application or live enrollment in progress with the School, or has been previously referred to the School through another agency channel that the School can reasonably demonstrate. Where, however, a student already known to the School subsequently chooses to formally engage with the School through the platform — i.e. responds to the School's offer on the platform and the platform facilitates the resulting enrollment — the standard commission applies. Disputes over duplicate-lead status are reviewed collaboratively in good faith via the mediation procedure described in the Terms of Use, Section 13.

Workflow safeguards on contact information. A student's full identifying contact information is not shared with the School at the bid-distribution stage. Full contact details are released to the School only after the student selects the School's offer on the platform. Until that point, bids are routed in a form that allows the School to assess and respond commercially without enabling off-platform contact, protecting both the student and any pre-existing recruitment relationship.

Data-protection obligations covering any student personal data the School receives through the platform are governed by the Terms of Use, Section 8 and are incorporated into this MSA by reference.

BidandStudy voluntarily adheres to the FELCA-GAELA Guidelines. The School makes the following representations at registration and agrees to keep them accurate:

• Teachers hold recognized qualifications and are trained for international students (Guideline 11).
• Academic progress is monitored and a certificate or report is issued at course completion (Guideline 10).
• Any extra-curricular offerings declared on the platform are genuinely available (Guideline 13).
• If the School accepts students under 18, all host families used are police-checked / DBS-cleared or the local equivalent (Guideline 12). Misrepresentation of this declaration is a material breach of this MSA.

This MSA is effective when the School accepts it at registration and remains in force indefinitely until terminated.

Either party may terminate this MSA by giving 30 days' written notice. Upon termination: (a) any bid already accepted by a student on the platform remains binding and commission is due; (b) no new bids are distributed to the School; (c) clause 6 (non-solicitation) and the data-protection and mediation obligations incorporated from the Terms of Use survive termination for the periods stated.

BidandStudy may suspend or terminate the School immediately for cause in case of material breach (e.g. repeated failure to honour accepted bids, falsified quality declarations, or repeated safeguarding complaints from students).

Disputes are routed through the mediation procedure described in the Terms of Use, Section 13. If mediation fails, the commercial relationship is governed by the laws of the State of Nevada, United States, and the courts of Clark County, Nevada have exclusive jurisdiction.

Schools are welcome to send BidandStudy their own standard agent contract in parallel. Where there is no conflict, both documents may coexist. Where there is a conflict between a School's contract and this MSA, this MSA prevails for bids generated on the BidandStudy platform. Schools that cannot accept this MSA cannot be onboarded on the platform.

BidandStudy may amend this MSA with 30 days' written notice (email to the School's registered contact + banner in the School's dashboard). If the School does not accept the amendment, it may terminate under clause 8 with the same 30-day notice, without penalty, and any bid already accepted remains binding. Non-material changes (typographical, clarifications, version rollovers, consolidation with the Terms of Use) take effect on publication without notice. The "Version" field at the top of this page is updated in every release.

Notices under this MSA are given by email to the School's registered contact and to legal@bidandstudy.com. Notices are considered received the next business day after sending.