TERMS OF ENGAGEMENT AND PROVISION OF SERVICES AGREEMENT
This Agreement (“Agreement”) is made and entered into on [DATE]
By and between:
ATOZ EDUCATIONAL SERVICES LTD, incorporated and registered in England and Wales with company number 10788418, whose registered office is at 5 Garston Gardens, Kenley, CR8 5AN (“Company”); And
[NAME AND ADDRESS] (“Contractor”) who possesses the required qualifications, knowledge and the ability to tutor pupils referred to above as engaged or admitted by the Company from time to time.
This Agreement sets out and confirms the agreed basis on which the Contractor will supply the relevant services to the Company as set out in clause 2 below, as either a tutor/teacher or teaching assistant (as the case may be) (“Services”) on a self-employed contractor basis.
This Agreement sets out and confirms the agreed basis on which the Contractor will supply the relevant services to the Company as set out in clause 2 below, as either a tutor/teacher or teaching assistant (as the case may be) (“Services”) on a self-employed contractor basis.
1.1 This Agreement shall commence on the date set out above and shall continue, unless terminated earlier in accordance with the terms of this Agreement.
1.2 The Tutor agrees and undertakes to provide the Services to the Company for the term of this Agreement in accordance with the provisions of this Agreement.
2. THE SERVICES
2.1 The Company is engaged in the business of providing tuition to pupils who are preparing for examinations in the United Kingdom, particularly the 11 Plus examinations or as decided by the directors of the Company from time to time (“Business”) at the Company’s teaching and private tutorship premises where the Services are provided (“Teaching Premises”).
2.2 The Contractor will provide the applicable Services to the Company as a tutor/teacher (“Teacher”) or teaching assistant (“Teaching Assistant”) as specified below and from time to time by the Company
|Teacher’s responsibilities and services||Teaching Assistant’s (TA) responsibilities and services|
|Provide teaching services in accordance with the methods implemented by the Company ensuring any issues are promptly advised to the Company’s director Mr Muthaiya Sivaraman.||Provide teaching assistant services including:
|Use materials provided by the Company and ensuring that all spare hard copies are promptly returned to Teaching Assistants||Make written notes of any special requests given by parents of the children being tutored in the Company’s AtoZ book as provided by the Company (“AtoZ Book”) and promptly inform the Company’s director and principal teacher/Mr Muthaiya
|Responsible for ensuring that all children are handed over to their parents and must ensure that two (2) staff stay until all children have vacated the Company’s Teaching Premises.||Responsible for ensuring that all children are handed over to their parents and must ensure that two (2) staff stay until all children have vacated the Teaching Premises.|
ensure punctuality at all times as time is of the essence in relation to the performance of the Services;2.3 The Contractor undertakes to the Company that s/he shall at all times perform the Services to the highest standard and with the highest level of care, skill and diligence as required by the Company and in accordance with best practice in the private tutorship industry. In particular, (but without limitation) the Contractor shall adhere to the following standards of conduct:
- formal wear to be worn at all times and the Company’s dress code policy to be adhered to; o wear the Contractor’s ID card and neck strap lanyard at all times while at Teaching Premises; o be polite, diligent and helpful to parents and pupils at all times;
- co-operate with the Company and its representatives at all times in all matters relating to the Services, and comply with the Company’s instructions, as may be provided by its director(s) from time to time;
- before the date on which the Services are to start, obtain and at all times, maintain during the term of this Agreement, all necessary authorisations including an enhanced DBS disclosure certificate, licences, qualifications and consents and comply with all applicable laws in relation to the provision of the Services;
- observe all health and safety rules and regulations and any other reasonable security requirements that apply at any of the Teaching Premises or any other of the Company’s premises from time to time and that have been communicated to the Contractor by the Company’s representative(s);
- respect the Company’s access to Teaching Premises right as the Company reserves the right to refuse any of the Contractor access to the Teaching Premises, and acknowledges that any access shall only be given to the extent necessary for the performance of the Services;
- comply with applicable laws in relation to the provision of the Services and the Company’s procedures or policies notified to the Contractor from time to time;
- hold all Company Materials documents, equipment and materials including the AtoZ Book in safe custody and maintain them in good condition until returned to the Company, and not dispose of or use such Company documents, equipment and materials other than in accordance with the Company’s written instructions or authorisations;
- not do or omit to do anything which may cause the Company to lose any licence, authority, consent or permission on which it relies for the purposes of conducting the Business or the provision of the Services;
- take good care of any of any equipment provided to the Contractor by or on behalf of the Company;
- process that personal data only on the documented written instructions of the Company and in accordance with applicable data protection laws;
- not displaying improper and unprofessional behaviour and attitude towards the Company, the students and/or their parents including avoiding the following: rudeness, any sort of aggressive tone used, engaging in any physical contact, flirting, taking personal phone numbers with the intention of social contact, demeaning or condescending language used;
- not displaying improper or unprofessional behaviour and attitude to the Company and its staff, which includes the following: rudeness or aggressive tone used when communicating, consistently failing to hand in timesheets or other documents when required, non-attendance at the Teaching Premises, consistently failing to attend meetings, training or consultations arranged by the Company’s officers;
- avoiding lack of subject knowledge and poor delivery of tuition, inability to teach according to Company’s tuition methodology and specifications, inability to identify learning needs, lack of punctuality or attendance, lack of effective communications with the students, their parents or the Company, poor administration;
- failing to attend an assignment or tuition session without reasonable notice given to the Company.
2.4 This Agreement does not create any mutuality of obligation between the Contractor and the Company. There is no obligation for either party to offer work, accept work or remunerate for work not undertaken.
3. STUDENT CONTACT AND COMMUNICATION
3.1 All contact and communication with the students admitted for tuition by the Company shall be through the Company and as directed by the Contract.
3.2 The Contractor undertakes to the Company that he/she shall not, at any time, directly or indirectly provide any personal or other contact details to the students or their parents, guardians or carers.
4. PAYMENT AND HOURS
4.1 The Contractor undertakes to be available for work as will be required to work [5-6] hours per week at the times agreed with the Company. In consideration of the provision of the Services by the Contractor, the Contractor will be paid at the rate of [£40-50] per hour or as otherwise agreed between the parties from time to time.
4.2 Actual hours may vary and depend on a variety of factors including availability, student numbers, likelihood of tuition sessions, sudden cancellations, time rearrangements, as well as holidays.
4.3 The Company and the Contractor declare and confirm that it is the intention of the parties that the Contractor shall have the status of a self-employed person and the Contractor undertakes and agrees to pay any tax or national insurance payments and any other statutory payments associated with during the period of the Agreement. The Contractor also agrees to indemnify and keep indemnified, the Company in respect of any such liability for any payments due relating to the Contractor’s services under this contract.
4.4 The Contractor should submit an invoice for payment for Services supplied on a monthly basis. Invoices should be addressed to the Company “AtoZ Educational Services Ltd” and will be paid by the Company within thirty (30) days of receipt of each invoice. If the Contractor submits an invoice for payment later than thirty (30) days after the end of the month to which the invoice relates, the invoice shall not be immediately due for payment, unless otherwise agreed by the Company.
4.5 The Contractor shall be solely responsible for all day to day expenses incurred by them or on their behalf in the performance of the Services.
4.6 The Contractor is an independent contractor and nothing in this Agreement is intended to, or shall be deemed or construed to constitute or establish a partnership or joint venture between the Contractor and the Company or as constituting either party as an agent or employee of the other for any purpose or authorise any party to make or enter into any commitments for or on behalf of any other party. As such, the Contractor will not be eligible to receive any contractual or statutory benefits such as sick pay or paid contractual or statutory annual leave.
5. FACILITIES AND EQUIPMENT
5.1 The Company shall at its own discretion, make available suitable equipment and documents or materials to the Contractor for the sole purpose of carrying out their duties and providing the Services under this Agreement (“Company Materials”).
5.2 All such equipment or Company Material provided to the Contractor by or on behalf of the Company shall remain the sole property of the Company and must be returned to the Company immediately upon request or following termination of this Agreement or the cessation of the Services.
5.3 The Contractor shall not, unless with the prior written consent of the Company, copy, reproduce or store the Material on any computer or electronic device for any purpose other than providing the Services.
6. INTELLECTUAL PROPERTY
6.1 The Contractor acknowledges that the Company retains ownership of all intellectual Property Rights (defined below) in all of the Company Materials and Intellectual Property Rights in the Business or Services or rights embodying them shall automatically belong to the Company to the fullest extent permitted by law. To the extent not otherwise vested in the Company, the Contractor hereby assigns to the Company (including by present assignment of present and future copyright) absolutely with full title guarantee all the Contractor’s Intellectual Property Rights in the Company Materials for the full term of such rights and all renewals and extensions, together with all accrued causes of action. To the extent that any Materials do not vest in the Company automatically or by way of the preceding terms, the Contractor holds them on trust for the Company.
6.2 For the purposes of this clause, Intellectual Property Rights means all forms of intellectual property including, without limitation, copyright and related rights, trademarks, trade names and domain names, patents, rights to Inventions, rights in get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
7. DATA PROTECTION
7.1 The Company and the Contractor will at all times comply with applicable requirements of all applicable data protection and privacy legislation in force from time to time in the United Kingdom including the Data Protection Act 2018, General Data Protection Regulation ((EU) 2016/679), the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.
7.2 The parties agree that they will process any personal data as defined in the Data Protection Act 2018 as may be necessary for the performance of this Agreement in accordance with applicable law. Further information can be found here:
7.3 The parties acknowledge that for the purposes of the data protection legislation, the Company is the controller and the Contractor is the processor. The Contractor undertakes to the Company that he/she shall, at all times during and after the term of this Agreement, comply with applicable all data protection laws in connection with processing any personal data in providing the Services. The Contractor agrees to indemnify and keep indemnified, the Company in respect of any such liability arising out of a breach of any law by the Contractor.
8. HEALTH AND SAFETY
The Company recognises that health and safety at work is a matter of the utmost importance and complies with the standards required by the Health and Safety at Work Act 1974. It is the duty and responsibility of each individual to familiarise themselves with, and to comply with, the Company’s health and safety policies and procedures – https://atozeducationalservices.com/child–protectionpolicies
8.1 The Contractor must promptly notify the Company in the case of illness or accident that prevents the performance of the Services in accordance with this Agreement.
8.2 If the Contractor is unable or unwilling to provide the Services for any reason they shall notify the Company as soon as reasonably practicable.
10. OTHER WORK
10.1 The Contractor as an independent contractor will not be restricted to providing services to the Company, and nothing in this Agreement will prevent the Contractor from providing services to any third party, provided that such provision of services does not interfere, conflict or compete with the provision of the Services to the Company and/or the Business.
10.2 The Contractor undertakes to the Company that s/he shall not directly or indirectly provide services similar to the Services provided to the Company, to any current student admitted by the Company for tuition or any other student on the tuition waiting list of the Company during the term of this Agreement and for a period of twelve (12) months following termination of this Agreement.
11. CONFIDENTIALITY AND COMPLIANCE
11.1 The Contractor will not (except in the proper course of their duties or for the purposes of their obligations under this Agreement) use or divulge or communicate to any person any Confidential Information (as defined below) which belongs to the Company or its officers or any student, student’s parent, Teacher or Teaching Assistant. The Contractor must keep confidential all matters contained in this Agreement as well as all Company information that is confidential in nature (such as trade secrets and information of commercial value).
11.2 For the purposes of this Agreement, “Confidential Information” means information (whether or not recorded in documentary form, or stored on any magnetic or optical disk or memory) relating to the Business, the students or their parents, the Company’s student tuition waiting list(s), the Company Materials, affairs and finances of the Company for the time being confidential to the Company and trade secrets including, without limitation, all materials and know-how relating to the business of the Company or any of their business contacts, financial data, personnel files, board meetings, minutes and verbal or written information from internal meetings regarding corporate initiatives or any business proposals, plans and programmes including business and marketing plans, inventions, designs, programs, techniques, manuals and operating procedures, technical information, lists of current and past students, the Company’s waiting list (in whatever medium they are stored) and any internal compliance procedures and information obtained by the Contractor during the term of this Agreement which is manifestly confidential, marked as such, not in the public domain, or imparted under circumstances which would reasonably be understood to give rise to a duty of confidentiality.
11.3 The Contractor undertakes to the Company that s/he shall not at any time during this Agreement, and for a period of five (5) years after termination of this Agreement, disclose to any person any Confidential Information or utilise the Confidential Information to the detriment or disadvantage of the Company or its officers, students and their parents, except as required by law, a court of competent jurisdiction or any governmental or regulatory authority.
11.4 The Contractor shall not use any Confidential Information for any purpose other than to provide the Services, exercise their rights and perform its obligations under or in connection with this Agreement.
11.5 The Contractor should not pass their personal contact details to parents/carers or any other individual when providing the Services without the express prior written permission of the Company.
11.6 The Contractor shall ensure that any necessary leave for the Contractor to enter or remain in the United Kingdom to perform the Services under this Agreement is valid and subsisting and is not subject to any restriction precluding the Contractor from performing their obligations under this Agreement.
11.7 The Contractor shall not at any time attempt or seek to or in any manner directly or indirectly by-pass, avoid, circumvent or seek to circumvent the operation of the provisions of this Agreement or otherwise deprive or seek to deprive the Company of any of the benefits, rights or protections intended pursuant to this Agreement.
11.8 The Contractor warrants to the Company that s/he is ‘self-employed’ (ie an independent contractor) for all the purposes of this Agreement. The Contractor further warrants to the Company that the Contractor shall pay all taxation or national insurance contributions payable in connection with the Contractor’s remuneration under this Agreement and shall compensate and indemnify the Company in full on demand for any liability which it suffers in connection with them.
11.9 The Contractor confirms that all information provided to the Company by the Contractor is accurate and all future information and evidences will also be accurate.
11.10 The Contractor shall not make any defamatory statements or libellous comments, publicly disparaging the Company, its business, the students or their parents and/or the Company’s its interests, whether online or offline including any external “review” sites, professional or social media platforms such as Facebook, Twitter, LinkedIn or similar networking sites.
11.11 The Contractor shall not under any circumstances, directly or indirectly arrange any tuition with the students or their parents or those on the Company’s tuition waiting list outside of the Company’s knowledge or administration.
11.12 The Contractor shall be liable for and agrees to fully indemnify and keep the Company fully indemnified against any losses (whether direct or indirect, including loss of profits, loss of business and loss of reputation), liabilities, damages, costs (including reasonable legal and other expenses) or other claims suffered or incurred by the Company or for which the Company may become liable arising from or in connection with (i) the provision of the Services (including any breach of the terms of this Agreement, negligence or failure or delay in performance) (ii) any infringement of a third party’s Intellectual Property Rights or other rights arising in connection with the use or supply of any documents or materials provided pursuant to the Services (iii) any breach by the Contractor of clauses relating to data protection, confidentiality and intellectual property rights.
12.1 Notwithstanding any provisions of this Agreement, the Company shall be entitled to terminate this Agreement immediately without liability or damages if the Contractor:
- fails to comply with the terms and conditions or standards expected by the Company as detailed in the Agreement;
- is unable or prevented from carrying out the duties under this Agreement through incapacity or any other cause.
- wilfully neglects to provide the Services or perform their duties under this Agreement or acts in any way which in the opinion of the Company brings or will bring the Company into disrepute.
- is, in the opinion of the board of directors of the Company, negligent and/or incompetent in the performance of the Services.
- is convicted of any criminal offence (other than an offence under any road traffic legislation in the United Kingdom or elsewhere for which a fine or non-custodial penalty is imposed).
- becomes of unsound mind (which includes lacking capacity under the Mental Capacity Act 2005), or a patient under any statute relating to mental health.
- ceases to be eligible to work in the United Kingdom.
- commits a material breach of any term of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of five (5) days after being notified in writing to do so or the Contractor repeatedly breaches any of the terms of this Agreement.
- is subject to a bankruptcy petition or suspends, or threatens to suspend, payment of their debts or is deemed either unable to pay their debts or as having no reasonable prospect of so doing.
- the applicable or required compliance due diligence including the disclosure and barring service clearance enhanced checks or approval is not current or renewed.
- The Company is able to deduct from the fee payable to the Contractor such sums on account of any losses suffered by the Company as a result of negligence or breach of duty at work or breach of this Agreement.
- Upon termination of this Agreement, the Contractor will deliver up to the Company all (or at the Company’s option destroy or delete) all documents, memory sticks, tapes, disks, books, Company Materials, records, correspondence, papers and all copies which record or relate to the Services or contain any Confidential Information (on whatever media and wherever located) relating to the Business or affairs of any Company or its Business contacts (including the students and their parents) and all other documentation, equipment, mobile phones, keys, security passes, credit cards and any other property of any Company.
13. POST TERMINATION OBLIGATIONS AND LIABILITY
13.1 The Contractor undertakes to the Company that he or she shall not for a period of twelve (12) months from the date of termination of this Agreement (“Termination Date”), without the prior written consent of the Company either alone or jointly with or as employee, manager, officer, director, agent, consultant, contractor or partner of any other person, firm, company or organisation directly or indirectly:
- establish any business which competes directly with the Business in any territory in which the Business is then carried on;
- be engaged or concerned with in any business or activity which competes directly with the Business in any territory in which the Business is then carried on;
- solicit or endeavour to entice away from the Company any contractor who has provided Services to the Company nine (9) months prior to the Termination Date;
- solicit or endeavour to entice away from the Company, any student admitted by the Company for tuition by the Company in the twelve (12) months prior to the Termination Date or on the Company’s waiting list for tuition prior to the Termination Date; or
- employ or engage or offer to employ or engage any contractor who has provided Services to the Company twelve (12) months prior to the Termination Date.
13.2 Other than in respect of death or personal injury caused by its negligence, the Company’s total liability to the Contractor, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with this Agreement shall not in any circumstances exceed the total charges paid to the Contractor by the Company in the preceding period of six (6) months under this Agreement.
14. DISCLOSURE AND BARRING SERVICE (“DBS”)
Prior clearance, and proof of such, from the DBS is required. The Contractor is required by the Company to provide an enhanced DBS disclosure satisfactory to the Company prior to commencement of the Services, although the Company may assist the Contractor in applying for an enhanced DBS disclosure certificate. The Contractor shall not be permitted to provide the Services to the Company or attend the Teaching Premises unless the Company is satisfied with the DBS disclosure clearance and is current.
15.1 This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
15.2 Without prejudice to any other rights or remedies that the Company may have, the Contractor acknowledges and agrees that damages alone would not be an adequate remedy for any breach of the terms of this Agreement by the Contractor. Accordingly, the Company shall be entitled to the remedies of injunction, specific performance or other equitable relief for any threatened or actual breach of the terms of this Agreement.
15.3 If any provision of this Agreement becomes illegal, invalid or unenforceable for any reason whatsoever, such provision shall be divisible from this Agreement and all other clauses contained in this Agreement shall remain in full force and effect.
15.4 The Contractor shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under this Agreement. The Company may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights under this Agreement.
15.5 The Company may, at any time, without notice to the Contractor, set off any liability of the Contractor to the Company against any liability of the Company to the Contractor, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under this agreement.
15.6 No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
15.7 Unless it expressly states otherwise, this Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
15.8 If there is an inconsistency between any of the provisions of this Agreement and the provisions of the schedules or any other documents, the provisions of this Agreement shall prevail.
15.9 Any notice or other communication given to a party under or in connection with this Agreement shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at the parties address set out in this Agreement or sent by email to the parties usual email address or any other email address notified to the other party.
15.10 The validity, construction and performance of this Agreement (and any claim, dispute or matter arising under or in connection with it or its enforceability) and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with the law of England and Wales.
15.11 Each party irrevocably submits to the exclusive jurisdiction of the courts of England and Wales 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 (including non-contractual disputes or claims) and waives any objection to proceedings being brought in such courts on the grounds of venue or on the grounds that proceedings have been brought in an inconvenient forum.
SIGNED FOR AND ON BEHALF OF AtoZ EDUCATIONAL SERVICES LTD:
……………………………………………………….. DIRECTOR [NAME OF CONTRACTOR]
I ACKNOWLEDGE AND AGREE TO THE TERMS HEREIN:
SIGNED: ……………………………………. NAME OF CONTRACTOR