Terms and Conditions

Between:

(1)        Tutors That Count Limited a company incorporated in England and Wales (Company number: 13981879) having its registered office at 11 Trinity Street, Bungay, England, NR35 1EH (the "Company"); and

(2)        Parent / Guardian of the person for whom the tuition is arranged (the "Client").

Background:

1. The Client has a requirement for tuition services. The Company sources and supplies the services of independent self-employed private tutors in order to work on assignments involving tuition services for the Client.

2. The Company agrees the supply the services of such independent tutors on the terms of this Agreement.[1]

It is agreed as follows:

1.Definitions and interpretation

1.1In this Agreement, unless the context otherwise requires, the following definitions shall apply:

"Agency Tax Legislation" means s44-47 and s688 of ITEPA and Regulations 2 and 5 of the Social Security (Categorisation of Earners) Regulations 1978.

"Agreement" means this agreement between the Company and the Client comprising the terms set out in this document and each Assignment agreed subject to these terms.

"Assignment" means the Tuition Services either as a single Session or as a course of Hourly Tuition and/or Home School Tuition and/or on a Fixed Price Course basis, booked by the Client as set out and agreed in the Assignment Details.

"Assignment Details" means the details of an Assignment (relating to the types of information listed in Schedule 1 to this Agreement) including any document and/or email or subsequent correspondence between the Company and the Client which sets out, confirms or clarifies the details of an Assignment.[2]

"Business Day" means any day (other than Saturday or Sunday) on which clearing banks are open for business in London.

"Client's Group" (where the client is a body corporate) means the Client, any body corporate of which the Client is a subsidiary (as defined in section 1159 of the Companies Act 2006), any other subsidiary of such body corporate and any subsidiary of the Client.

"Company's Group" means the Company, any body corporate of which the Company is a subsidiary (as defined in section 1159 of the Companies Act 2006), any other subsidiary of such body corporate and any subsidiary of the Company.

"Company Background IPR" means Intellectual Property Rights owned by or licensed to the Company prior to the relevant Start Date including any information the Company provides to the Company and/or the Tutor for the purposes of performing its obligations under this Agreement.[3]

"Conduct Regulations" means the Conduct of Employment Agencies and Employment Businesses Regulations 2003 as amended and updated from time to time.

"Conversion Fee"[4] means £36.00 ph of remuneration payable to the Tutor during the first 12 months of the Engagement, or if the actual remuneration is not known

"Data Protection Laws" means any applicable laws and regulations in any relevant jurisdiction relating to the use or processing of personal data including: (i) EU Regulation 2016/679 as it forms part of the law of England and Wales by virtue of section 3 of the European Union (Withdrawal) Act 2018 (the "UK GDPR"); (ii) the Data Protection Act 2018 ("DPA"); and (iii) the Privacy and Electronic Communications (EC Directive) Regulations 2003; in each case, as updated, amended or replaced from time to time; and the terms "Data Subject", "Personal Data", "processing", "processor" and "controller" shall have the meanings set out in the UK GDPR.

"Engagement" means the Client's or any Client Contact or Client Third Party Contact (as each term is defined in clause 6):

(a)engagement (direct or indirect) by way of employment or contract for services or otherwise of:

(i)the Tutor(s); or

(ii)the Supplier;

(b)making of any other arrangement for any of the persons in (a) (i) or (ii) above to provide services for the benefit of the Client or any Client Contact or Client Third Party Contact

and "Engages" shall be construed accordingly.

"Enhanced DBS Certificate" means an enhanced disclosure and barring service check and certificate.

"Fee" means the hourly/daily/weekly charge for the Tuition Services as set out in the relevant Assignment Details.

"Fixed Price Course" means Tuition Services delivered by way of a course of Sessions, as the Company may offer from time to time, for which Client(s) shall pay an overall fixed Fee (as agreed between the Client and the Company).

"Force Majeure" means an event which is beyond the reasonable control of the party affected and which has the effect that that party is prevented from performing its obligations under this Agreement including, but not limited to: acts of God, expropriation or confiscation of facilities, any form of Government intervention or action, war, hostilities, rebellion, terrorist activity, local or national emergency (including an emergency service to a hospital), sabotage or riots, and floods, fires, explosions or other catastrophe, global or national epidemics, pandemics, outbreak or other crisis. Force Majeure does not include:

(a)failure to adequately test any equipment supplied by a third party or other service component prior to installation, or any consequence of any such failure or;

(b)strikes or other industrial action; or

(c)failure to secure materials or resources;

"Good Industry Practice" means the exercise of the skill, diligence, prudence, foresight and judgment which would reasonably be expected from a suitably skilled and experienced person engaged in the Tuition Services of the same or similar type as the Tuition Services.

"Home School Tuition” means Tuition Services in the form of a Session or series of Sessions for the Client at one or more Locations where the Tutor is required to remain available at the Tuition Location between Sessions. For the avoidance of doubt, unless expressly stated otherwise in the Assignment Details, it shall be assumed that there is no obligation for the Tutor to remain available between Sessions and the provisions for Hourly Tuition rather than Home School Tuition shall apply.

"Hourly Tuition" means Tuition Services in the form of Sessions taught on an hourly basis at the Location where there is no agreement and/or expectation that the Tutor will need to remain available between two or more such tuition Sessions.

"Inside IR35" means where the circumstances under which the Supplier will provide the Tuition Services under the Assignment Details are such that the requirements set out in sections 49 and 50 of the or s61M (1), s61O or s61P of the Off Payroll IR35 Legislation are satisfied.

"Intellectual Property Rights" or "IPR" means any patent, copyright (including copyright in software), decryption right, trade mark, service mark or trade name, right in software, right in design, utility model, right in databases (including the right to prevent the extraction or reutilisation of information from a database), topography right, image right, moral right, right in an invention, right relating to passing off, domain name and all similar or equivalent rights in each case whether registered or not and including all applications (or rights to apply) for, or renewal or extension of, such rights which exist now or which will exist in the future in any country in the world.

"Introduction" means the passing to a person of information which identifies or relates to the Supplier and/or the Tutor(s) and the date of Introduction shall be the date on which such information is passed to such person and "Introduces" shall be construed accordingly.

"ITEPA" means the Income Tax (Earnings and Pensions) Act 2003 as amended and updated from time to time.

"Location" means the location where the Tuition Services are to be performed and if they are to be delivered face to face or online as set out in the Assignment Details.

"Loss" means any demand, contribution, claim, action, proceeding, liability, loss, damage, costs, expenses, tax, national insurance contributions (to the extent permitted by law) and charges and any related penalties, fines or interest whatsoever whether founded in statute, contract, tort or otherwise made or brought against or incurred (including without limitation all losses, liabilities and legal costs incurred as a result of any pre-action inquiry or investigation, or defending or settling any assessments and/or claims); the term "Losses" shall be construed accordingly.

"NICs Legislation" means the Social Security (Categorisation of Earners) Regulations 1978 and/or the Social Security (Categorisation of Earners) (Norther Ireland) Regulations 1978.

"Off Payroll IR35 Legislation" means the legislation known as the Off-Payroll Working Legislation, including under ITEPA Part 2 Chapter 8 (Application of Provisions to Workers Under Arrangements Made by Intermediaries) and, (Application of Provisions to Workers' Services Provided Through Intermediaries to Small Clients) or, as applicable, Part 2 Chapter 10 (Workers' Services Provided to Public Sector) and, (Workers' Services Provided Through Intermediary to Public Authority or Medium or Large Client); s688AA of ITEPA; and any regulations that may be implemented in accordance with the Off Payroll Working Legislation.

"Outside IR35" means where the circumstances under which the Supplier will provide the Tuition Services under the Assignment Details are such that the requirements set out in sections 49 and 50 of the IR35 Legislation are not satisfied.

"PSC Contractor" means a Tutor who controls and directs their own limited company through which they contract and offer their services on an independent business to business basis and references to "PSC" shall be construed accordingly.

"Session" means any continuous period in which Tuition Services are provided.

"Short Notice Cancellation Fee" has the meaning set out in clause 8.2.

"Sole Trader" means a Tutor with whom the Company directly contracts to provide Tuition Services on a self-employed basis.

"Supplier(s)" means (where relevant) the intermediary as set out in the relevant Assignment Details and including entities as defined in sections 49, and 51(1) to (5) or section 61N(;9), subsections (9) to (12) of ITEPA and any future updating reference, and including (without limitation) a company commonly known as a personal service company in which the Tutor has a material beneficial interest. 

"Tutor Background IPR" means IPR owned by or licensed to the Supplier or Tutor prior to the Start Date.[5]

“Tuition Services” means the Session or series of Sessions to be delivered by the Tutor for the Client as set out in the relevant Assignment Details (which for the avoidance of doubt may be Sessions relating to Hourly Tuition, Home School Tuition or any Fixed Price Course).

"Tutor" means the individual and any substitute pursuant to clause 5 who is registered with the Company to provide Tuition Services and who accepts an Assignment including an individual supplied by a Supplier. Where the Supplier of a Tutor is a personal service company reference to Tutor in this Agreement shall include where the context allows the individual operating via that personal service company;

"Work Results" means any item of work carried out and delivered pursuant to this Agreement as part of or arising out of the Tuition Services.

1.2Each term starting with a capital letter and not defined in clause 1.1 or elsewhere in this Agreement is as defined in the Assignment Details. 

1.3References to "Supplier" are only relevant if the Company engages the Tuition Services of the Tutor via a contractual intermediary such as a PSC.

1.4Reference to the Client shall, to the extent the context permits, be the person who is benefitting from the tuition services

1.5Any reference, express or implied, to an enactment includes a reference to that enactment as from time to time amended, modified, extended, re-enacted, replaced or applied by or under any other enactment (whether before or after the date of this Agreement) and all subordinate legislation made (before or after the date of this Agreement) under it from time to time.

1.6Where the context permits, words denoting:

(a)persons shall include bodies corporate and unincorporated associations of persons;

(b)the singular include the plural and vice versa; and

(c)one gender shall include any gender.

1.7These terms and conditions together with the Assignment Details form the Agreement relating to relevant Tuition Services (and shall be deemed to be accepted by the Client) as from the earlier of the date on which the Company first Introduces the services of a Supplier and/or Tutor(s) to the Client for those services or the Client first issuing a request for those services to the Company. In the event of any conflict or inconsistency between any Assignment Details and these terms and conditions the terms of the relevant Assignment Details shall take precedence[6].

1.8For the purposes of the Conduct Regulations the Company shall operate as an "employment business" in relation to the Tutor (except where any permanent placement results from the Company's introduction(s) to their client in which case the Company shall act as an employment agency). The Conduct Regulations only apply to work-finding services by an employment business where the worker works for and under the control of a hirer. The Tutor will not work under the control of any person and as such the services of the Company are not work-finding services for the purposes of the Conduct Regulations where the Tutor is self-employed. Nevertheless to the extent that the Regulations may be deemed to apply, which the Company does not accept, the Company shall operate as an employment business in relation to the Tutor (except where any permanent placement results from the Company's introduction(s) to their client in which case the Company shall act as an employment agency)[7]. 

2.The Company's obligations

2.1Subject to the provisions of clause 5 the Company will enter into a contract with the relevant Tutor(s) and/or Supplier (s) for the provision of the Tuition Services on the terms set out in the relevant Assignment Details.

2.2The Company shall supply the Client (prior to the relevant Start Date) with confirmation of the following (These subsections are a requirement under Regulation 19 of the Conduct Regulations https://www.legislation.gov.uk/uksi/2003/3319/regulation/19)

(a)the identity of the Tutor;

(b)that the Tutor has the experience, training, qualifications, relevant safeguarding checks and any other authorisation which the Client states that it considers are necessary, or required by law or by any professional body, to perform the Tuition Services; and

(c)that the Tutor is willing to provide the Tuition Services.

2.3The Company will, by way of its contract with the Tutor(s) or Supplier(s), require the Tutor(s) or Supplier(s) to:

(a)supply the Tuition Services in accordance with Good Industry Practice;

(b)work with the Client to agree the scope of work and to generally work towards helping to deliver the Client's aims and objectives;

[8]comply with all relevant Client regulations, policies and protocols as notified by the Client to the Company from time to time, including on health and safety and security insofar as such policies apply to independent contractors;

(c)make up any time either at the end of that Session, or before or after another Session if they are late to a Session. For the avoidance of doubt, if the Client is late, there will be no obligation to extend the duration of the Tuition Services and any additional time will be charged in accordance with clause 4;

(d)use all reasonable endeavours to provide at least 6 hours' notice if they are incapacitated, unavailable or otherwise unwilling to provide the Tuition Services. The Company shall use its reasonable endeavours to provide a suitable substitute or re-arrange the Assignment. If the Assignment cannot be re-arranged within (5 business days] the Company will provide the Client with one tuition session free of charge[9].

2.4The Company will require the Tutor to confirm or (where Tuition Services are delivered by a Supplier) the Supplier(s) to confirm that the Tutor:

(a)has valid and subsisting leave to enter and remain in the United Kingdom for the duration of the relevant Assignment; and

(b)is not (in relation to the leave in clause 2.4(a)) subject to any conditions which may preclude or have an adverse effect on the provision of the Tuition Services.

2.5Where the Tutor is required by law or any professional body to have certain qualifications or authorisations to provide Tuition Services the Company will use reasonable endeavours to obtain and offer to provide you copies of such and if the Assignment involves providing services to or caring for or attending children or vulnerable persons the Company will use its reasonable endeavours to provide you with an Enhanced DBS Certificate and obtain and offer to provide copies of two references from persons who are not relatives of the Tutor.

2.6If the Company is unable to obtain and provide any information referenced in clause 2.5 to the Client it shall provide any information it has been able to obtain and explain that it has taken all reasonably practicable steps to obtain and provide the information referenced in clause 2.5; and inform the Client of details of the steps it has taken in order to obtain and provide the information referenced in clause 2.5

3.The Client's obligations

3.1The Client warrants covenants and undertakes that it has given (or will, prior to the relevant Start Date, give) to the Company sufficient information in order for the Company properly to consider the suitability of the Tutor(s)/Supplier(s) to work on the Assignment in accordance with the Assignment Details, including but not limited to:

(a)the identity of the Client and, if applicable, the nature of the Client's business;

(b)the commencement date on which the Client requires provision of the Tuition Services to commence and, the duration or likely duration of provision of the Tuition Services;

(c)details of the position which the Client seeks to fill, including the type of work a Tutor in that position would be required to do;

(d)details of the Location at which and the hours during which the Tutor would be required to work and any risks to health or safety known to the Client and what steps the Client has taken to prevent or control such risks;

(e)details of any expenses payable by or to the Tutor;

(f)details of the Assignment and Tuition Services required;

(g)full details of the subject areas and academic courses for which the Tutor is required and, in particular, any special skills required of the Tutor; and

(h)any special experience, training, qualifications and any authorisations which the Client considers are necessary, or which are required by law or by any professional body for a Tutor to possess in order to provide the Tuition Services.

3.2The Client shall:

(a)allow the Tutor(s) and the Supplier(s) to determine how the Tuition Services should be performed;

(b)not request a Tutor to undertake work outside the scope of the Assignment except as agreed in writing with the Company. For the avoidance of doubt, any proposed changes to the length or frequency of the Tuition Services must be notified to the Company;

(c)if the Tutor brings, or threatens to bring, any claim under the Agency Workers Regulations 2010 take such action and give such information and assistance as the Company may request, and within any timeframe requested  by the Company and at its own cost, to avoid, dispute, resist, mitigate, compromise or defend any such claim and to appeal against any judgment given in respect thereof[10];

(d)conduct a risk assessment study of the Client site, equipment and working conditions prior to any Tutor or Supplier commencing Tuition Services and provide details of this to the Company upon request;

(e)notify the Company immediately if it is dissatisfied with the performance by the Supplier(s) or Tutor(s) of the Tuition Services (in which case the provisions of clause 5 shall apply), and, for the avoidance of doubt, the Client has no authority to discipline any Tutor(s) or to terminate (other than by termination of the Assignment pursuant to this Agreement) the provision of the Tuition Services via any Supplier(s) or Tutor(s);

(f)(without limitation to the above) not commit any act or omission constituting unlawful discrimination or harassment of any Tutor(s) in connection with the performance of the Tuition Services;

(g)notify the Company via email as soon as reasonably practicable of any proposed alteration, adjustment or extension to the Assignment. The Company shall provide a written response via email and shall not unreasonably withhold its consent to a change or extension requested by the Client. In response to a request, (if applicable) the Company will advise the Client whether the change is practicable and, if so, any related changes it would wish to make to the Fee. Pending agreement to implement changes, the Company shall be entitled to treat any out of scope services as additional consultancy services, chargeable on a time spent basis in accordance with the Fees set out in the relevant Assignment Details; and

(h)not Introduce a Tutor to a third party other than via the Company.[11]

3.3In relation to any Assignment the Client warrants, covenants and undertakes that it does not have the right to and shall not (and no other person shall have the right to and no other person  shall) subject the Tutor to any supervision, direction or control ("SDC") in relation to how to deliver the Tuition Services and that there shall be no framework of control.[12] [13]

3.4For the avoidance of doubt, supplies of consultancy services made by PSC Contractors under this Agreement are intended to be made by independent Tutors providing their services in a way which the parties reasonably expect will be assessed as falling Outside IR35. The Client warrants, covenants and undertakes that it is not a large or medium-sized company as defined by the Companies Act 2006.

3.5For the avoidance of doubt, supplies of consultancy services made by Sole Traders under this Agreement are intended to be made by independent Tutors providing their services in a way which the parties reasonably expect will not be subject to SDC, or be subject to the right of SDC by any person or subject to any framework of control. Notwithstanding this understanding and without prejudice to any of the other provisions of this Agreement, if the Client fails to confirm that the Tutor is not subject to SDC or framework of control by anyone and or fails to continue to warrant any of the warranties outlined in clause 3.3, the Company reserves the right to pay the Tutor and/or Supplier subject to PAYE and NICs deductions in accordance with the Agency Tax Legislation until such time as the Client confirms that the Tutor is not subject to SDC or framework of control by anyone.

3.6The Client shall notify the Company without delay whenever it has reason to believe that any of the following apply:

(a)the circumstances under which the Tutor(s) (in relation to Tuition Services delivered by any PSC Contractor) provides or will provide the Tuition Services under the Assignment has or will change such that the Assignment would go from Outside IR35 to one of Inside IR35 (in relation to Tuition Services delivered by a PSC Contractor);

(b)the circumstances under which the Tutor provides or will provide the Tuition Services under the Assignment has changed or will change such that the Tutor will be subject to SDC or the right of SDC or a framework of control;

(c)the Assignment involves working as an officer of the Client[14];

(d)the Tuition Services are the same as or substantially the same as those performed by any of the Client's employees; and

(e)the Assignment involves the Supplier(s) and/or the Tutor(s) managing Client staff.[15]

3.7The Company shall be entitled to terminate the Assignment by written notice to the Client with immediate effect if:

(a)it has reasonable grounds to believe that the circumstances under which the Tuition Services are provided and/or the nature of the Assignment have changed (including any notice under clause 3.6); or

(b)(in relation to Tuition Services delivered by a Sole Trader) the Client indicates that the Sole Trader is subject to SDC or framework of control or fails to provide confirmation in accordance with clause 3.3).

3.8The Client shall co-operate with the Company's reasonable requests for information in the event that HMRC and/or the Supplier(s) and/or the Tutor(s) challenge the IR35 status of the Tutor and/or any payment(s) the Company pays to the Supplier(s) in respect of Tuition Services supplied on the Assignment.

3.9The Client shall indemnify (and keep it indemnified fully on demand) the Company against any and all Losses incurred by the Company by reason of any proceedings, claims or demands by any third party (including specifically, but without limitation, HMRC and any successor, equivalent or related body, pursuant to any of the provisions of ITEPA or the NICs Legislation (and or any supporting or consequential secondary legislation relating thereto)) suffered or incurred by the Company arising out of the Company relying, in good faith, on the warranties in clause  3.3 (in relation to Tuition Services delivered by Tutors).

4.Payment of Fees

4.1The Company will be entitled to issue invoices in respect of the Tuition Services supplied during the relevant invoicing period plus its margin and any statutory costs (which are included in the Fee) and for any Short Notice Cancellation Fee[16].

4.2Unless otherwise agreed in writing, the Company shall be entitled to invoice the Client on the basis of the Invoicing Frequency set out in the Assignment Details and such invoices shall be payable by the Client by the Sunday prior to each tuition session. The charge shall be a multiple of the Fee and the number of hours, days, weeks (as relevant) worked by the Tutor(s).

4.3The Fees payable to the Company from the Client are based upon the Hourly Tuition and/or, where applicable, the Home School Tuition recorded on the timesheets submitted to the Company from the Tutor or (in one or several instalments as the Course is delivered) the fixed Fee for any Fixed Price Course.

4.4The Company shall however be entitled to request an advance payment of the Fees and such advance payment shall be payable by the Client withing 10 days of the request which payment shall be held for the account of the Client pending provision of the relevant Tuition Services and shall not be refundable (save that an equivalent payment shall be made by the Company back to the Client to the extent the anticipated Tuition Services to which they relate are never performed due to failure on the part of the Company to provide a Tutor). For the avoidance of doubt, in the calculation of the sums due to the Company in relation to Tuition Services performed by the Supplier(s) any oral or written confirmation that the services have been performed shall be conclusive evidence that the Tuition Services have been performed to the satisfaction of the Client.  If the Client disputes the invoiced charges it shall inform the Company within 7 days of receipt of the disputed invoice, and shall co-operate with the Company to establish the Tuition Services provided by the Tutor(s) in the period to which the disputed invoice relates.

4.5The Client acknowledges that the Fees are based on the total cost of supplying the Tuition Services plus the Company's recruitment and support services fee. The Company has relied on the assurance that Tutors are not subject to SDC or framework of control in agreeing the Fee. Should this change, the cost to the Company of supplying the Tuition Services will increase. The Company reserves the right to increase the Fee to reflect this increase should the Client:

(a)inform the Company that it is no longer of the view that a Sole Trader is not subject to SDC or framework of control;

(b)inform the Company that it is no longer of the view that a PSC Contractor is Outside IR35; or

(c)if the Client breaches any warranty in clause 3.3.

4.6The Company reserves the right to increase the Fee to take into account any statutory or other legal change which leads to an increase in a Tutor's statutory and/or legal entitlements or otherwise resulting in an increase in the cost of supply for the Company. The Company shall give the Client 10 Business Days written notice of any such increase to Fee.

4.7The Company shall be entitled to terminate the Assignment by written notice to the Client with immediate effect if the Client does not agree to any Fee increase set out in clauses 4.5 or 4.6 above.

4.8Unless otherwise agreed in writing by a director of the Company, the Company will not be obliged to make any rebates or refunds of Fees or other sums payable to the Company by the Client.

4.9All amounts due under this Agreement shall be paid in full without any deduction or withholding other than as required by law. The Client shall not be entitled to assert any credit, set-off or counterclaim against the Company in order to justify withholding payment of any such amount in whole or in part.

4.10Unless otherwise agreed by the Company, all payments due to it under this Agreement shall be paid by direct bank transfer to the Company's bank account.

5.Substitution of Tutor(s)

5.1The Client acknowledges and agrees that the Supplier (where the Tutor is providing Tuition Services via a PSC) or the Tutor (where the Tutor is a Sole Trader) shall be entitled from time to time to delegate the performance of the Tuition Services to or otherwise use the services of, a suitably qualified, skilled and experienced substitute tutor provided that the Client shall be entitled to refuse to accept a substitute, if in its reasonable opinion such individual is not suitable, due to lack of skills experience and qualifications. The Company will remain liable for the services completed by substitute personnel and will bear any costs.

5.2The Company will provide full particulars of any substitute to the Client prior to the substitute working on an Assignment.

5.3If within 24 hours of the relevant Start Date the Supplier (where the Tutor is providing Tuition Services via a PSC) or the Tutor (where the Tutor is a Sole Trader) fails in the reasonable opinion of the Client to perform the relevant Tuition Services satisfactorily, the Client shall notify the Company in writing to that effect and the Company will use its reasonable endeavours to procure that a suitable substitute Supplier or Tutor is available to perform the Tuition Services as soon as possible. If no such substitute is available within 5 Business Days or such other period as the parties may agree after receipt by the Company of the Client's written notification of unsatisfactory performance, then the Client may terminate the relevant Assignment by written notice.

6.Cancellation

6.1Without prejudice to the rights to terminate the whole Agreement where the any Session is cancelled or terminated by the Client before the expected commencement of the Session, the Client shall pay a Short Notice Cancellation Fee (calculated in accordance with clause 8.2) to be paid to the Company in such manner as may be notified by the Company from time to time.

6.2Short Notice Cancellation Fee shall be as follows:[17]

(a)If any Session(s) that is/are for Hourly Tuition and less than 48 hours is cancelled by the Client with less than 2 Business Days', the full fee for those Sessions will be charged to, and payable by, the Client. This will be invoiced to the Client in accordance with clause 4 above, as if the Assignment had taken place.

(b)If any Session(s) that is/are for or part of a Fixed Price Course is cancelled by the Client with less than 5 Business Days' notice before the first Session of such Course the full fee of the Assignment will be charged to the Client (being all Sessions if the whole Course is cancelled). This will be invoiced to the Client in accordance with clause 4 above, as if the Assignment had taken place in full.

6.3The Company shall be entitled to cancel any Assignment by written notice with immediate effect and without liability or prejudice to any right for relief if in good faith if the Company forms the opinion for any reason that (i) the Client may not meet its obligations to the Company, or (ii) the Supplier/Tutor(s) may no longer be willing, or able or suitable to undertake the Tuition Services for the Client.

6.4The Company shall be entitled to terminate any Assignment by written notice to the Client with immediate effect in accordance with clause 3.7, clause 4.7 and/or clause 9.2.

7.Acknowledgements and Liability

7.1Nothing contained in this Agreement shall in any way constitute any Tutor as the employee(s) or worker(s) of the Company or the Client; and the Company confirms that the Tutor is engaged under a contract for services (in respect of which, without limitation, neither the Company nor the Client has the right to control or direct the way in which the Supplier or the Tutor perform the Tuition Services). Accordingly the Company shall not be liable for any Loss relating to the failure of the Tutor to perform the Tuition Services in accordance with this Agreement.

7.2The Client acknowledges that any Tutor offers consultancy services on an independent business to business basis and accordingly neither the Client nor the Company supervises and/or has the right to control the actions of the Supplier(s) or Tutor(s) in the way that it would if an employment or worker relationship existed.  If the Client does, or intends to, supervise, direct or control the manner in which the Tuition Services are performed by the Tutor(s), the Client shall immediately notify the Company of that fact.  The Company shall be entitled to terminate any Assignment by written notice to the Client with immediate effect if it receives such notice from the Client or otherwise has reasonable grounds to suspect the Tutor no longer works independently.

7.3The parties acknowledge that the Company is not obliged to put the Supplier and/or the Tutor(s) forward for consideration by the Client for the provision of services and the Supplier and/or the Tutor(s) is not obliged to provide services to the Client beyond the termination or expiry of the relevant Assignment[18].

7.4The Client acknowledges that the Company is not in a position to assess and insure against risks in respect of or during or arising out of the period for which the Supplier and/or the Tutor(s) is performing the Tuition Services.

7.5Subject to clause 9.1 and 9.6, the Company shall not be liable for any Loss in excess of the greater of £1,000 or the fees due by the Client to the Company in respect of any claim or related claims, or any Losses or delay arising from:

(a)any failure to provide the services of the Supplier(s) and/or Tutor(s) for all or part of the term of this Agreement;

(b)the negligent, wrongful, dishonest or fraudulent acts or omissions or misrepresentations of the Supplier(s) or the Tutor(s), including, without limitation, any lack of skill of the Supplier(s)/Tutor(s);

(c)theft of any data or materials by the Tutor(s);

(d)any special, indirect or consequential damages or loss; or

(e)any loss of profit, business, revenue, goodwill, anticipated savings and/or any claims made under third party contracts, arising out of any failure by the Company to perform its obligations under this Agreement.

7.6Nothing in this Agreement shall operate to exclude or limit the Company's liability for:

(a)death or personal injury caused by the Company's negligence;

(b)its own fraudulent acts or omissions; or

(c)any other liability which cannot by law be excluded.

8.Disputes[19]

8.1If any dispute arises between the parties with respect to the performance of the Tuition Services, the conformity of the Tuition Services with the provisions of this Agreement or as otherwise specified under this Agreement the parties agree to enter into mediation in good faith to settle such a dispute and will do so in accordance with the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure. Unless otherwise agreed between the parties within 10 Business days of notice of the dispute, the mediator will be nominated by CEDR.

9.Confidentiality and Intellectual Property

9.1The Company will, by way of contract with the Tutor/Supplier, require that the Tutor/Supplier shall:

(a)keep confidential, all information relating to Work Results, Intellectual Property Rights in the Work Results and the Client's business and affairs (including, for the avoidance of doubt, Fees) ("Confidential Information") which may become known to it/them in connection with the supply of the Tuition Services; and

(b)enter into any and all assignments of Intellectual Property Rights (relating to Work Results) or confidentiality undertakings that the Client may reasonably require it or them to enter into.

9.2The Client shall keep all information comprising an Introduction (including, without limitation, Personal Data (as defined in clause 12)) relating to any potential Tutor/Supplier and/or Tutor(s) confidential and undertakes not to use such information for any purpose other than to arrange for the Supplier(s) to supply the Tuition Services.

9.3All Intellectual Property Rights in any deliverables, and in any materials which are created by or on behalf of the Tutor/Supplier as a result of the provision of the Tuition Services and which are produced for, on behalf of or at the request of the Client pursuant to an Assignment shall vest in the Tutor/Supplier.

9.4Where any deliverables and any other materials which are otherwise created by or on behalf of the Tutor/Supplier as a result of the performance of the Tuition Services are supplied with or have embedded in them Tutor Background IPR then the Tutor/Supplier shall retain ownership of such Tutor Background IPR, but hereby grants to the Client a non-exclusive, perpetual (unless agreed otherwise in the relevant (Assignment Details), irrevocable, royalty-free licence to use such Tutor Background IPR in any way whatsoever to facilitate and/or enable full use of the deliverables or other materials and, for this purpose, to sub-license such Supplier Background IPR to third parties.

10.Data Protection

10.1The contractual obligations of the parties in relation to Data Protection Laws can be found here

https://www.tutorsthatcount.com/terms-and-conditions

11.Anti-Bribery

11.1The Client shall comply with all applicable laws, statutes, regulations, codes and guidance relating to anti-bribery and anti-corruption ("Anti-Bribery Laws"), including without limitation the Bribery Act 2010.

12.Modern Slavery Act

12.1The Client shall comply with all applicable laws relating to modern slavery and human trafficking including the Modern Slavery Act 2015 ("MSA").

13.General

13.1This Agreement together with each Assignment agreed by parties hereunder constitute the entire agreement between the parties and supersede all previous agreements and arrangements (if any) whether written, oral or implied between the Company and the Client relating to the Tuition Services and all such agreements still effective at the date of this Agreement (if any) shall be deemed to have been terminated by mutual consent with effect from the Start Date but without prejudice to any rights which have arisen prior to such termination and so that nothing in this clause 15.1 shall operate to exclude or limit the liability of any party in respect of fraud.

13.2The Client acknowledges that, in entering into this Agreement, it has not relied on any representations by the Company, the Supplier(s) or the Tutor(s) made before the execution of this Agreement or the relevant Assignment other than those expressly set out in this Agreement.

13.3This Agreement is personal to the Client and the Client shall not be entitled to assign or sub-contract its obligations or rights under this Agreement to any third party without the prior written consent of the Company. The Company shall however be entitled to assign this Agreement to any member of the Company's Group and, upon such assignment, without prejudice to the assignor's rights in respect of matters arising prior to such Assignment; all references to the Company shall be deemed to refer to the assignee.

13.4No amendment to this Agreement is (including any change to Assignment scope) shall be effective unless it is in writing and signed on behalf of each party by a person duly authorised by that party. The Company will act in good faith to consider all reasonable changes to Assignment scope that may be requested by the Client.

13.5Any notice required to be given under this Agreement (including the delivery of any work record or invoice) shall be in writing signed by a person duly authorised by the sending party and delivered by hand, e-mail or prepaid first-class post to the recipient address specified in this Agreement (or as otherwise notified from time to time to the sender by the recipient for the purposes of this Agreement).

13.6It is agreed that PSC Contractors or Sole Traders shall not work for and under the SDC or framework of control of the Client. As the Client has determined that these PSC Contractors and Sole Traders are independent contractors and not subject to SDC or any framework of control the Agency Workers Regulations 2010[20] and the Conduct of Employment Agencies and Employment Businesses Regulations 2003 do not apply to these arrangements.

13.7This Agreement shall be governed by and construed in all respects in accordance with English law and the Courts of England and Wales shall have exclusive jurisdiction.

13.8None of the provisions of this Agreement is intended to be for the benefit of, or enforceable by third parties (other than permitted assignees of the Company who shall be entitled to enforce the provisions of this Agreement as if original parties to it) and the operation of the Contracts (Rights of Third Parties) Act 1999 is excluded.

Signed by

on behalf of Tutors That Count Ltd

Name of signatory:
Position:  Polly Church - Director

Date: 7/1/2023

            Schedule 1 - Assignment Details

This Schedule is issued subject to the Company's Standard terms and conditions for the tuition services by self-employed tutors.

1.         Particulars of Assignment Details

"Client Contact Details"

"Client Name &  Address"

"Tutor(s)" [insert details of Tutor's who will work on the Assignment)] or any substitute pursuant to clause 5 of this Agreement.

"Supplier(s)" [if applicable, insert details of PSCs who will be working on the Assignment]. 

"Tuition Services" [insert the relevant details of number of Sessions of Hourly Tuition or Home School Tuition].

"Start Date" [insert date on which the Assignment will start].

"Dates and hours Tuition Services required" [insert dates and hours on which the Tuition Services required].

"Location(s)" at which Tuition Services to be performed (if different from above):

"Invoicing Frequency" [weekly/monthly].

"Fee" rate of £36.00 per hourly per Session

"Notice Period" [5] Business Days; such period shall not limit either parties' right to terminate on notice of less than the Notice Period for a reason set out in clause 7 of the Agreement

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