Terms & Conditions of Service for Clients

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Our Full Terms of Service are below and will always be available to you in your documents folder after you have enrolled with us.

CLIENT TERMS & CONDITIONS

These Terms and Conditions shall apply to the provision of Agency Services by the Agency to the Client.

1. Definitions and Interpretation

In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:

Agency: means Elite Tutors Sussex Ltd a company registered in the United Kingdom under number 11858945, whose registered office is 107 Old Shoreham Road, Hove, Sussex, BN3 7AQ;

Agency Fee: means a fee at the rate or rates as advised by the Agency to the Client following the Client’s enrolment on the Platform and payable by the Client in accordance with these Terms and Conditions;

Agency Services: means the employment agency services provided by the Agency to the Client as set out in these Terms and Conditions;

Agreement: means the agreement containing these Terms and Conditions made in accordance with Clause 2;

Client: means any person, firm or company including any associates or subsidiaries to whom a Tutor is Introduced;

Conduct Regulations: means The Conduct of Employment Agencies and Employment Businesses Regulations 2003;

Consultancy Fee: means a fee for Consulting Services provided by the Agency at the rate or rates advertised on the Platform when the Client registers as a client;

Consulting Services: means any consulting service (other than an Agency Service) provided by the Agency as advertised and offered on the Platform from time to time;

Consumer: means an individual Client who, as parent or guardian of the Student, engages or uses the Agency Services for a Student’s personal use or benefit and for purposes wholly or mainly outside the purposes of any business, trade, craft or profession;

Client Requirements: means the information required to be obtained by the Agency under the Conduct Regulations before making an Introduction of a Tutor to the Client as set out in sub-Clause 5.1;

Confidential Information: means any information concerning either Party and relating to its business methods, plans, systems, finances or projects; its trade secrets; its products or services; or any other information which is expressly described as confidential;

Engagement: means any form of employment, engagement or use by a Client of a Tutor, directly or indirectly, part or full time, on a temporary basis, with or without a contract, as a result of an Introduction;

Enrolment Fee: means the fee at the rate specified for enrolling the Client to receive the Agency Services and payable by the Client to in accordance with sub-Clause 6.1;

Introduction: an introduction of a Tutor to a Client by the Agency will be deemed to have taken place where the Agency has provided a Client directly or indirectly with any information concerning a Tutor which identifies the Tutor whether by Christian name and/or surname and/or by photograph and/or by details on the Platform or where a Client makes contact with the Tutor by phone, email or otherwise or interviews a Tutor by any means, whether following an instruction from a Client to search for or identify a Tutor or by the Client conducting a search on the Platform or many any other means and Introduce and Introduced shall be construed accordingly;

Parties: means the Agency and the Client, and ‘Party’ will mean either one of them;

Platform: means the Platform as the same may be amended from time to time www.tutorcruncher.com

Remuneration: means any salary, fees, bonuses, commission, allowances, or any other financial benefit payable to, or received by a Tutor for services to a Client;

Split Invoice: means a document that contains two or more separate invoices; from the Agency in respect of the Agency Fee and from the Tutor in respect of the Tuition Fee, delivered and payable by the Client in accordance with sub-Clause 6.2;

Student: means any person to whom a Tutor’s services are provided under an Engagement;

Tuition Fee: means the fee payable to a Tutor by the Client in for the Tutor’s services provided to the Client under an Engagement;

Tutor: means any self-employed person who is the subject of an Introduction by the Agency to the Client for the purpose of a possible an Engagement by the Client;

Tutor Session: means the provision of a tutoring service by a Tutor to a Student under an Engagement; and

Unless the context otherwise requires, each reference in these Terms and Conditions to:

  1. writing, and any similar expression, includes a reference to any communication effected by electronic transmission or similar means;
  2. a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;
  3. these Terms and Conditions is a reference to these Terms and Conditions and each of the Schedules as amended or supplemented at the relevant time;
  4. a Schedule is a schedule to these Terms and Conditions;
  5. a Clause or paragraph is a reference to a Clause of these Terms and Conditions (other than the Schedules) or a paragraph of the relevant Schedule; and

The headings used in these Terms and Conditions are for convenience only and shall have no effect upon the interpretation of these Terms and Conditions.
Words communicating the singular number shall include the plural and vice versa.
References to any gender shall include any other gender and references to a person shall include individuals, companies and to other legal entities.

Any reference to any statute, statutory instrument, order, Regulation or other similar instrument will be construed as including references to any statutory modification, consideration or re-enactment of that provision (whether before or after the date of this Agreement) for the time being in force including all instruments, orders or Regulations then in force and made under or deriving validity from it.

A reference to writing or written includes email.

2. The Contract

The Client shall be deemed to have accepted these Terms and Conditions when the earlier of any of the following occurs:

  1. The Client submits an enquiry form to the Agency via the Platform;
  2. The Client pays an Enrolment Fee;
  3. The Client submits any information or data to the Agency;
  4. The Client makes any written or oral request to the Agency to provide Agency Services or Consulting Services;
  5. The Client interviews or makes any form of contact with a Tutor;
  6. The Client Engages a Tutor.

Any and all business entered into by the Agency is subject to these Terms and Conditions and in the event of any conflict with any other terms and conditions these Terms and Conditions shall prevail unless agreed otherwise in writing by a director of the Agency.

No modification or change to these Terms and Conditions will be valid unless the details of any such changes are in writing, signed on behalf of the Agency and the Client, and state the date on or after which such new terms will apply.

These Terms and Conditions contain the entire agreement between the Agency and the Client and supersede all previous terms of business, agreement and arrangements.

If the Client is a Consumer they have a legal right to a cancellation period within which the Client may cancel the Agreement for any reason, including if the Client has changed their mind, and receive a refund of any Agency Fees paid to the Agency during such cooling-off period in respect of the Agency Services.

The cooling-off period begins once the Client has paid the Enrolment Fee and ends 14 calendar days after such date.

The Agency will not provide the Agency Services or Consulting Services during the cancellation period referred in sub-Clause 2.5 unless the Client requests the Agency to do so in writing to the following email address hello@elitetutorssussex.com. The Agency is under no obligation to accept the Client’s request.

If the Client requests the Agency to start providing Agency Services or the Consulting Services during the 14-day cancellation period and the Agency agrees to do so, the Client’s cancellation rights are affected as follows:

  1. The Client will lose their right to cancel once the Agency Services or the Consulting Services are fully performed and will not be entitled to a refund even if the cancellation period has not expired;
  2. If the Agency Services or the Consulting Services have not been fully performed, the Client will be required to pay for the Agency Services or the Consulting Services provided up to the time that they advised the Agency wanted to cancel.
  3. Notice of cancellation under sub-Clause 2.5 can be given to the Agency in any way the Client wishes, including by email tohello@elitetutorssussex.com, by telephone to the following number 07387954693, by post to 107 Old Shoreham Road Hove or on the Platform where indicated following the Client’s registration as a Client, in each case providing the Client’s name, address, email address, telephone number.
  4. Any refund that is due to the Client on its cancellation of this Agreement under sub-Clause 2.5 will be made wherever possible using the same method that the Client used to make payment to the Agency and be issued as soon as possible following receipt of a valid cancellation and not later than 14 days of its receipt by the Client.

3. Agency Services and Consulting Services

  1. The Agency is an employment agency and is subject to the Employment Agencies Act 1973 and to the Conduct Regulations. The Agency does not employ any of the Tutors whether under the terms of a contract of service or a contract for services and unless otherwise stated each Tutor has confirmed to the Agency that they are a self-employed person.
  2. The Agency Services will only be provided to persons who have registered on the Platform as a client, paid the Enrolment Fee and accepted these Terms and Conditions.
  3. The Agency Services, including making Introductions, will be performed by the Agency in accordance with its operating procedures in place from time to time, including communicating with the Client via email and telephone or such other media and means as may be required to perform the Agency Services and the Client consents to be communicated with in all such modes and manners. The Agency may provide the Client with written guidance on how the Agency Services are to be facilitated and performed.
  4. The Agency will provide the Agency Services to the Client in consideration for the Client’s paying an Agency Fee to the Agency, subject to these Terms and Conditions.
  5. The Agency will use its reasonable endeavours to Introduce Tutors to the Client suitable to carry out work of such nature as the Client notifies to the Agency.
  6. The Agency does not warrant, represent or undertake to find a suitable Tutor for the Client;
  7. The Agency gives no warranties as to the suitability of any Tutor that is Introduced to a Client;
  8. The Agency will take reasonably practical steps to ensure that it obtains and makes available to the Client copies of relevant qualifications or authorisations for a Tutor which are required by the Client, by law or by any professional body, for the work that the Client has identified to the Agency it requires to be performed and the Agency shall also make reasonable endeavours to verify the identity of a Tutor before Introducing them to the Client.
  9. If any request from a Client appears to demonstrate to the Agency that the Client may or intends to discriminate on the grounds of age, disability, gender reassignment, marriage and civil partnership, pregnancy and maternity, race, religion or belief, sex, or sexual orientation, the Agency reserves the right to decline to provide its Agency Services to the Client.
  10. If, in the opinion of the Agency, any request from a Client indicates any illegal purposes on the part of the Client, the Agency may, without notice, report the Client to the relevant authorities. Such authorities may include, but are not limited to, the Department for Work and Pensions, ACAS, the Information Commissioner’s Office; and the Recruitment and Employment Confederation.
  11. The Agency has no responsibility for paying a Tutor in respect of an Engagement with a Client or otherwise.
  12. The Consulting Services will only be provided to persons who have registered on the Platform as a client, paid the Enrolment Fee and accepted these Terms and Conditions.
  13. The Agency will provide the Consulting Services to the Client in consideration for the Client’s paying a Consultancy Fee to the Agency, subject to these Terms and Conditions.
  14. The Agency will notify the Client if the Agency believes it is unable to assist with the Client’s requirements for Agency Services or Consulting Services any reason;

4. The Platform

  1. The Platform collects details of individuals who have registered with the Agency as potential tutors. Before they are made available to a Client, the Agency has made reasonable efforts to verify the details provided and has obtained each Tutor’s confirmation that their details are accurate and complete.
  2. The Agency does not warrant that a Tutor’s details as provided to a Client are complete or accurate and Clients are therefore required to satisfy themselves that each and every Tutor to whom they are Introduced or who they interview is suitable in all respects for their particular requirements before offering to Engage or Engaging a Tutor.
  3. The Client is subject to the Terms of Use for the Platform.

5. The Client’s Obligations

  1. In order for the Agency to comply with the Conduct Regulations in providing the Agency Services and before any Introductions can be provided, it must first obtain the following Client Requirements from the Client:
    1. the identity of the Client and, if applicable, the nature of the Client’s business;
    2. the date on which the Client requires a Tutor to commence work and the duration, or likely duration, of the work;
    3. the position which the Client seeks to fill, including the type of work a Tutor in that position would be required to do, the location at which and the hours during which he 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;
    4. the experience, training, qualifications and any authorisation 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 work in the position;
    5. any expenses payable by or to the Tutor;
    6. any other benefits which the Client would offer to a person in the position which it seeks to fill; and
    7. the length of notice which a Tutor in such a position would be required to give, and entitled to receive, to terminate the employment with the Client.
  2. The Client must provide to the Agency the Client Requirements and any other information which is requested by the Agency in order to provide the Agency Services.
  3. The Client shall use their best endeavours to ensure that all such information when provided to the Agency is complete, accurate and up to date.
  4. The Client shall ensure that all information (including the Client Requirements) provided to the Agency does not contain any material which:
    1. could be regarded as offensive, indecent, obscene, illegal, dishonest, untruthful, defamatory or discriminatory; or
    2. infringes the rights of any third Parties (including, but not limited to, intellectual property rights)
  5. The Client must inform the Agency of any health or safety risks or requirements of the vacancies the Client wishes to fill, as well as the action taken by the Client to minimise and control such risks.
  6. The Client acknowledges that the Agency is under no obligation to provide any of the Agency Services until all the required information (including the Client Requirements) has been provided by the Client in accordance with sub-Clause 5.1.
  7. The Client shall inform the Agency immediately in the event that any relevant information (including any of the Client Requirements) changes following the submission of that information to the Agency.
  8. It shall be the sole responsibility of the Client to obtain and to verify any required authorisations, permits or consents including, but not limited to, the following:
    1. a valid ‘Right to Work’ Status;
    2. a valid enhanced DBS check;
    3. identification checks including passport, driving licence and /or birth certificate;
    4. tutor’s relevant qualification certificates.
    5. confirmation of the Tutor’s address
    6. 2 references from previous employers
  9. It shall be the sole responsibility of the Client to arrange for any required medical examinations or investigations.
  10. The Client must satisfy itself as to the suitability in all respects of a Tutor for any role or vacancy, and the Client is responsible for taking up any references and checking the validity of qualifications and authorisations.
  11. Following an Introduction, the Client must notify the Agency immediately of any offer of an Engagement that it makes to a Tutor.
  12. The Client is responsible for agreeing all of the terms of an Engagement with a Tutor.
  13. The Client must notify the Agency immediately of the acceptance by a Tutor of any offer of Engagement that is made to that Tutor
  14. The Client must notify the Agency immediately if, following the Engagement of a Tutor, the Tutor’s remuneration increases at any time during the Engagement, and the Agency Fee detailed in Clause 6 will be increased accordingly.
  15. The Client is responsible for payment of all remuneration and expenses to the Tutor under and in accordance with the terms of the Engagement.
  16. The Client must inform the Agency immediately if any tutor session is cancelled or re-arranged either by the Client or the Tutor during an Engagement.
  17. Where a Tutor Session is performed at premises other than the Client’s premises including at the Tutor’s home:
    1. any Student shall either be accompanied by the Client or some other responsible adult nominated by the Client, or the Client shall be contactable by the Tutor by mobile phone for the duration of the Tutor Session; and
    2. the Client shall be responsible for arranging and providing the safe transportation, delivery and collection of the Student to the relevant premises where the Tutor Session is to be carried out and neither the Agency nor the Tutor shall be responsible or liable in respect of any such arrangements or for any accidents that may occur to the Student at any stage of their transportation, delivery or collection to the such premises.
  18. Where a Tutor Session takes place at the Client’s premises, the Client or another responsible adult shall be on the premises throughout the Tutor Session. The Client shall inform the Tutor before the Student attends any Tutor Session of any medical or other condition affecting the Student which might be or become relevant in relation to that Tutor Session.
  19. The Client shall not hire, use or engage or attempt to hire, use or engage whether directly or indirectly any person whose information or details are available on or via the Platform or otherwise from the Agency at any time after the Client has accessed, viewed or received such information other than by the means of engaging the Agency to provide the Agency Services. Where the Agency has knowledge of or has reasonable cause to suspect or believe that any such prohibited activity has taken place or is likely to take place the Agency shall take all necessary steps and action that are deemed appropriate, including where the Agency is so advised, taking relevant legal action to restrain such activity.
  20. The prohibition in sub-Clause 5.20 shall continue to in force and apply to the Client for a period of six months from the last time that the Tutor performed any services for the Client under an Engagement.
  21. Without prejudice to sub-Clauses 5.20 and 5.21 and to any other rights under this Agreement, if the Client does hire, use or engage any person in contravention of sub-Clause 5.20 or sub-Clause 5.21, the Client shall be liable to pay the Agency an Agency Fee calculated as provided in this Agreement in respect of all of the services performed by such person for the Client from the time the Client hired, used or engaged such person in breach of this Agreement and to make such payment immediately on first written demand by the Agency.

6. Fees and Payment

The Client is liable to pay:

  1. The Enrolment Fee to the Agency on first registration as a client of the Agency. The Enrolment Fee is payable once only when the Client first registers on the Platform. The Enrolment Fee is not refundable to the Client under any circumstances;
  2. An Agency Fee to the Agency from when an Engagement is entered into, irrespective of whether the Client notifies the Agency of the Engagement as required under this Agreement, in respect of the following:
    1. each and every Tuition Session performed by the Tutor under an Engagement; and
    2. each and every Tuition Session agreed with the Tutor by the Client but which is subsequently cancelled either by the Client or by the Tutor with less than 24 hours’ notice before the time it was due to commence; and all Agency Fees shall be invoiced by the Agency following the completion of each Tuition Session, unless otherwise advised in writing; and
    3. a Consulting Fee to the Agency for Consulting Services provided to the Client.
    4. a Tuition Fee to the Tutor including any further expenses and costs that have been agreed under an Engagement.
  3. The Agency may send a Split Invoice to the Client whenever an Agency Fee and/or a Consultancy Fee and a Tuition Fee become payable at the same time.
  4. A Split Invoice will contain relevant payment instructions to ensure that both the Agency Fee and where relevant a Consultancy Fee and the Tuition Fee contained in it are paid to the correct bank account by the Client.
  5. The Client must pay a Split Invoice within 1 days of receiving it from the Agency and pay any other invoice for an Agency Fee or a Consultancy Fee within one day of receiving it from the Agency.
  6. If the Client wishes to raise any questions on a Split Invoice they may do so in the first instance with the Agency at the following email address: hello@elitetutorssussex.com. The Agency will take steps to resolve any questions concerning an Agency Fee on receipt of the Client’s email and will also take steps to pass on any question concerning a Tuition Fee to the Tutor concerned.
  7. The Client must proceed to resolve any question regarding a Tuition Fee directly with the Tutor under the terms of the Engagement. The Agency has no responsibility or authority to conduct any discussions with the Client concerning a Tuition Fee or on behalf of a Tutor.
  8. If the Agency does not send a Split Invoice to the Client, it will send an invoice to the Client for an Agency Fee or a Consultancy Fee when such fee falls due.
  9. The Client shall remain liable to pay all Tuition Fees irrespective of whether they are invoiced in a Split Invoice under sub-Clause 6.2 or they are invoiced directly by the Tutor providing a Tuition Session.
    The Client will not receive a Split Invoice from the Agency and a separate or additional invoice from the Tutor in respect of the same Tuition Session.
  10. The Agency reserves the right to charge interest at the rate of6 % above Bank of England’s rate of interest per annum on any invoiced Agency Fee or Consultancy

7. Confidentiality

  1. Each Party undertakes that, except as provided by sub-Clause 7.2 or as authorised in writing by the other Party, it shall, at all times:
    1. keep confidential all Confidential Information;
    2. not disclose any Confidential Information to any other Party;
    3. not use any Confidential Information for any purpose other than as contemplated by and subject to these Terms and Conditions;
    4. not make any copies of, record in any way or part with possession of any Confidential Information; and
    5. ensure that none of its directors, officers, employees, agents or advisers does any act which, if done by that Party, would be a breach of the provisions of sub-Clauses 7.1.1 to 7.1.4 above.
  2. Either Party may:
    1. disclose any Confidential Information to:
    2. any sub-contractor or supplier of that Party;
    3. any governmental or other authority or regulatory body; or
      any employee or officer of that Party or of any of the aforementioned persons;
      to such extent only as is necessary for the purposes contemplated by these Terms and Conditions, or as required by law, and in each case subject to that Party first informing the person in question that the Confidential Information is confidential and (except where the disclosure is to any such body as is mentioned in sub-Clause 7.2.1.2 above or any authorised employee or officer of any such body) obtaining and submitting to the other Party a written undertaking from the person in question, as nearly as practicable in the terms of this Clause, to keep the Confidential Information confidential and to use it only for the purposes for which the disclosure is made; and
  3. Use any Confidential Information for any purpose, or disclose it to any other person, to the extent only that it is, or has become, public knowledge through no fault of that Party, provided that in doing so that Party does not disclose any part of that Confidential Information which is not public knowledge.
  4. The provisions of this Clause 7 shall continue in force in accordance with their terms, notwithstanding the termination of these Terms and Conditions for any reason.

8. Data Protection

In this Clause 8:

  1. Data Protection Legislation means all applicable legislation in force from time to time in the United Kingdom applicable to data protection and privacy including, but not limited to, the retained EU law version of the General Data Protection Regulation ((EU) 2016/679) (the UK GDPR), as it forms part of the law of England and Wales, Scotland, and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018; the Data Protection Act 2018 (and regulations made thereunder); and the Privacy and Electronic Communications Regulations 2003 as amended; and
    personal data means personal data as defined in the UK GDPR.
  2. All personal data that either Agency or the Client (First Party) may use will be collected, processed, and held by that First Party in accordance with the provisions of Data Protection Legislation and the rights under the Data Protection Legislation of the other Party being, as the case may be, either the Agency or the Client (Other Party) and the rights under the Data Protection Legislation of any third Party.
  3. For complete details of the First Party’s collection, processing, storage, and retention of personal data including, but not limited to, the purpose(s) for which personal data is used, the legal basis or bases for using it, details of the Other Party’s and any third Party’s rights and how to exercise them, and personal data sharing (where applicable), the Other Party should refer to the Privacy Notice of the First Party. The respective Privacy Notices of each Party are attached in [the Schedule][Schedule 1] to these Terms and Conditions.

9. Termination

  1. Either Party may end this Agreement at any time by written notice to the other of not less than seven days.
  2. Without prejudice to sub-Clause 9.1, the Agency may decide to terminate this Agreement if the Client has failed to comply with any one or more of its terms including anything set out in this Agreement.
  3. If the Agency terminates this Agreement the Agency shall not be liable to the Client for any loss of damage that they may suffer of incur as a direct or indirect result of such termination.
  4. The Client shall be and remain liable to make payment for all Agency Services and Consulting Services performed by the Agency up to and including the date of termination irrespective of whether the Agency has issued an invoice to the Client for any such services as at the date of termination.
  5. If the Client terminates their agreement with a Tutor the Client must inform the Agency immediately in writing and the Client shall be liable to make payment for all Agency Services and Consulting Services performed by the Agency up to and including the date of termination of the Tutor’s agreement.

10. Intellectual Property, Privacy & Cookies

As a user of our Platform the Client is bound by all of the Agency’s published terms and conditions and policies all of which can be read and accessed via the following link.

11. Warranties & Indemnities

  1. Notwithstanding any other provision in this Agreement, the Client warrants and agrees that:
    1. the information supplied to us for the purposes of providing the Agency Services is comprehensive and correct at the time it is sent;
    2. the Client will advise the Agency in writing without delay if any of the information the Client has provided to the Agency changes or proves to be inaccurate; and
    3. the Client is not prevented by the terms of any other agreement, arrangement or restriction (such as a restriction in favour of another employment agency, employment business or a client) from performing any of their obligations under this Agreement or to a Tutor under an Engagement.
  2. In consideration of our provision of the Agency Services and the terms of this Agreement, the Client agrees to indemnify the Agency and to keep the Agency fully indemnified from and against any and all actions, awards, claims, complaints, costs, debts, demands, expenses, fines, liabilities, losses, outgoings, penalties or proceedings, including legal and other professional fees and expenses, which the Agency may suffer, sustain, incur, pay or be put to arising from or in connection with:
    1. the Client’s use of the Agency Services;
    2. any failure by the Client to comply with any of their obligations under this Agreement;
    3. any negligent or fraudulent act or omission by the Client;
    4. any employment-related claim brought by the Client or by the Tutor in connection with this Agreement or any Engagement.

12. Relationship of Parties

Nothing in this Agreement constitutes, or will be deemed to constitute, a partnership, joint venture or employment relationship between the Parties and nor does it constitute either Party the agent of the other Party or authorise either Party to make or enter into any commitments for or on behalf of the other.

13. Entire Agreement

This Agreement including any administrative material issued to the Client by the Agency for the purposes of this Agreement constitutes the entire and only legally binding agreement between the Parties in relation to the Agency Services and supersedes any previous understandings, arrangements, representations, negotiations or agreements between us and you whether oral or in writing.

14. Modification and Severance

  1. The Agency may update this Agreement from time to time for legal, regulatory or other reasons and if it does so the Agency shall forthwith publish details of the modifications on its Platform and also send the Client you an email detailing the modifications.
  2. If the Client does not agree to be bound by any modified terms and conditions introduce by the Agency, the Client must immediately cease using the Agency Services upon publication of the modification.
  3. This Agreement as modified in accordance with this Clause 12 shall represent the entire agreement between us and you, and it supersedes all previous agreements, terms, conditions, representations or claims which may have been made or agreed upon between them.
  4. If one or more of the provisions of this Agreement is found to be unlawful, invalid or otherwise unenforceable, that / those provisions shall be deemed severed from the remainder of this Agreement. The remainder of this Agreement shall be valid and enforceable

15. Third Party Rights

The Contracts (Rights of Third Parties) Act 1999 will not apply to this Agreement and no person other than the Client and the Agency will have any rights under it.

16. Notices

  1. Any notice or other communication (collectively ‘Notices’) to be given under this Agreement will be deemed to be duly given by either Party if:
    1. sent by first class post addressed to the other Party at (in the case of a Notice to us) our registered office for the time being or (in the case of a Notice to you) your last known address; or
    2. given personally to (in the case of a Notice to us) a Company Director or (in the case of a Notice to you) to you; or
    3. sent by electronic mail to the company email address in the case of a Notice to us and your email address as notified in writing to us from time to time.
  2. Any such Notice or communication will be deemed to have been received:
    1. if sent by first class post, 48 hours (or, if sent to or from a place outside the United Kingdom, seven days) after the time of posting and, in proving service, it will be sufficient to prove that the envelope containing such Notice was properly addressed, stamped and put in the post;
    2. if sent by email, 24 hours after sending.

17. Force Majeure

Neither Party shall be liable for any failure or delay in performing any of their respective obligations under this Agreement where such failure or delay results from any event, cause or circumstance that is beyond the reasonable control of either of us. Such event, cause or circumstance includes, but is not limited to: power failure, Internet Service Provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, epidemic, pandemic or other natural physical disaster, acts of terrorism, acts of war, governmental action or any other similar or dissimilar event that is beyond the control of either Party.

18. Liability

  1. The Agency shall not be liable to the Client for any of the following:
    1. the loss of any information, data or any other materials submitted to the Agency by the Client;
    2. any errors or inaccuracies present in the information presented to the Client including, but not limited to, information concerning any Tutor;
    3. the Client’s failure to secure an Engagement with any Tutor whether caused by the Agency’s failure or negligence, its employees or agents, or any other cause;
    4. any loss or damage of any kind, howsoever caused arising out of the negligence, misconduct, dishonesty, breach of faith or breach of contract on the part of any Tutor;
    5. any loss or damages of any nature whether direct or indirect including any loss of profits, loss of earnings, loss of business, loss of revenue, loss of anticipated savings, or any consequential damages suffered or incurred by the Client, howsoever caused or arising, whether due to breach of contract, tort (including negligence and breach of statutory duty) or as a result of the Introduction of a Tutor to the Client by the Agency, the Engagement of a Client Introduced by the Agency, the failure of the Agency to Introduce any Tutor to the Client, or otherwise arising out of or in connection with the Agency Services or any agreement for the Agency Services between the Agency and the Client; and
    6. any loss or damage of any kind howsoever caused arising out of any material submitted to the Agency by the Client.
  2. Insofar as is permitted by law, the Agency makes no representation, warranty, or guarantee that its services will meet the Client’s requirements or expectations, that they will be fit for a particular purpose, that success or any other specific results may be achieved including without limitation obtaining an Assignment.
  3. Nothing in these Terms and Conditions shall exclude or otherwise restrict the Agency’s liability either for death or personal injury arising out of its negligence or for fraud.

19. Confidentiality

  1. The Client irrevocably undertake that they will not at any time during this Agreement and after its termination disclose to any person any confidential information concerning our business except with our prior written permission.
  2. All documents and other records (in whatever form) containing confidential information supplied to or acquired by the Agency from the Client shall be deleted on termination of this Agreement. Invoices, receipts and other financial and transactional records between us and you, or any other documents we may be entitled to retain for a legitimate reason under the provisions of any data protection legislation then in force.
  3. For the purposes of this Clause 17 confidential information means information relating to the Agency’s business, its management systems, its finances, any of its transactions and/or those relating to any of its Tutors, and confidential information includes any of the Agency’s trade secrets (including formulae, computer programs, processes, methods, inventions, technical data, databases, know-how, training techniques, marketing data, operating procedures, policies and practices and designs) or any other information relating to the Agency’s business or to any of its Clients, suppliers, agents or distributors and any information which is identified to the Client by the Agency as being confidential or secret in nature or which ought reasonably to be regarded as confidential any information.

20. No automatic waiver

  1. No failure or delay by a Party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
  2. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

21. Applicable law and jurisdiction

The validity, construction and performance of this Agreement, and any claim, dispute or matter arising under or in connection with it or its enforceability, will be governed by and construed in accordance with the law of England. Each Party irrevocably submits to the exclusive jurisdiction of the courts of England over any claim, dispute or matter arising under or in connection with this Agreement or its enforceability or the legal relationships established by this Agreement.
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