The School Consultancy Tutoring Programme
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Standard Terms

Parties

School Consultancy Tutoring Programme is a trading name of Tutor Your Child Limited, a company in trade registered in the United Kingdom under company number 13378546 and with registered office at 20 Westlands Way, Oxted, Surrey, RH8 0ND (we, our, us, TYC, SCTP)

and

The Customer, details of which are set out in the Order Form (you, your, Customer)

Background

A. You wish to purchase School Consultancy Tutoring Programme Services from us. This Agreement sets out the terms under which we’ll deal with each other.

B. The Agreement comprises the subject-matter of your Order Form, these Standard Terms, and the Data Processing Addendum set out in the Schedule.

  1. Agreement
    1. This Agreement:
      1. is formed upon the parties’ execution of an Order Form and comprises the content described in Background paragraph B; and
      2. applies instead of the Standard Terms and Conditions on our Tutor Your Child website at tutoryourchild.co.uk (despite any acceptance processes on that site to the contrary).
  2. Services
    1. General

We will deliver the Services in accordance with the terms of this Agreement, and with due care and skill.

    1. Scope of Services
      1. The Services we provide comprise the following, to the extent specified in your Order Form or otherwise agreed with us from time to time:
        1. Assessment Services;
        2. Online Programme Services; and
        3. Support Services,

each as further described below.

      1. Our provision of these Services is subject to your paying our Fees in accordance with clause 9.
      2. Any change in the scope of Services specified in your Order Form will need to be agreed in writing.
    2. Assessment Services
      1. If you have selected Assessment Services in your Order Form, we will undertake the number and type of assessments (face-to-face assessments with individual children in order to establish a base point for our programmes of study and/or analysis of your assessment data in the relevant subject(s), as specified in your Order Form. We will do so at times and (if relevant) locations to be agreed with you upon your notifying us that you and the relevant students are ready for the assessments to begin.
      2. When undertaking an assessment, we will use all reasonable endeavours to respect the dignity, privacy, and wellbeing of the assessed students.
      3. We will report to you on the outcome of each assessment to enable you to understand:
        1. in the case of academic assessments, the student’s level of attainment, gaps in their learning, and next steps for their academic development;
        2. in the case of learning needs assessments, the student’s areas of strength and barriers to learning, with clear actions to inform a deeper understanding of what the student needs and how they can be helped; and
        3. in the case of ad hoc assessments, the level of attainment, gaps, needs, or other information for which the assessments are undertaken.
    3. Online Programme Services
      1. If you have selected Online Programme Services in your Order Form:
        1. the number of staff referred to in your Order Form will be granted access to and the right to use the online learning materials specified in your Order Form, for the number of students specified in your Order Form, and for the duration specified in your Order Form; and
        2. we will be responsible for maintaining the online learning materials and the infrastructure used to host and provide access to them.
      2. Each member of staff referred to in clause 2.4(a) will need to have their own login (which we will facilitate). You are responsible for ensuring that each such member of staff has their own login and maintains the security of their login. A single login shared by multiple people is not permitted.
      3. We will use reasonable endeavours to answer support-related questions you may have when accessing the Online Programme Services. To ask a question, you can email us at enquires@schoolconsultancyprogramme.co.uk, phone us during normal working hours on 07854 445166, or use the contact form on our website. For technical problems, please email support@schoolconsultancyprogramme.co.uk.
      4. We may suspend or disable login(s) if we reasonably consider it necessary for security or privacy reasons, or you breach this Agreement in a material way and do not rectify the breach within 7 days of having received written notice from us. Where practicable, we will consult you before suspending or disabling a login and will not do so if we are able to resolve the matter with you, to our satisfaction, reasonably promptly.
      5. Except when maintenance is required or unexpected downtime occurs, we aim to provide ‘always on and available’ Online Programme Services. You acknowledge, however, that we are reliant on third party hosting providers and that there are forces beyond our reasonable control. We will not be liable to you if there are unanticipated periods of unavailability.
      6. You accept that:
        1. our Online Programme Services are intended to support student’s learning in the subjects specified in the Order Form;
        2. it is your responsibility to deliver the lessons to the relevant students;
        3. the order of our programmes, and/or our teaching techniques, may differ in some respects from yours; and
        4. while we are confident in and considerably experienced with our programmes, we do not provide any guarantee of, or accept any responsibility for, students’ level of academic attainment or progress  in areas tutored by your staff through our programmes.
    4. Support Services

If you have selected Support Services in your Order Form (such as staff training, review meetings or the like), we will provide those Support Services to you at times and (if relevant) locations to be agreed. You agree that we may provide Support Services remotely (via, for example, Zoom or Microsoft Teams).

  1. Responsibilities
    1. Each party will co-operate with the other in good faith with respect to all matters relating to this Agreement.
    2. You will provide us with all information we reasonably request to enable us to perform the Services.
    3. You are responsible for all acts and omissions of your staff in connection with this Agreement as if they were your acts or omissions, and you must ensure that relevant staff comply with this Agreement.
  2. Customer Data
    1. You warrant and represent to us that you do and will have all requisite rights to provide to us your and any staff and student data (together, Customer Data) that you provide in connection with our provision of the Services.
    2. We do not claim ownership of Customer Data but you permit us to use it to provide the Services.
  3. Our intellectual property rights
    1. Except as stated in clause 5.2, we or our licensors are and remain the exclusive owners of the Intellectual Property Rights in all audio-visual, documentary and other materials we provide in connection with the Services (together, Content), including without limitation all content on, provided through, or downloaded from, our website.
    2. Clause 5.1 does not apply to Customer Data.
    3. We grant you a limited, non-transferable, and non-exclusive licence to use:
      1. the Content relating to assessments (including any templates) that we provide to you for the number of students for whom you have purchased Assessment Services; and
      2. the Content available on, through or from our website pursuant to the Online Programme Services you have purchased, in relation to the number of students for whom you have purchased those Services.
    4. The licence in clause 5.3 will terminate automatically if we terminate this Agreement under clause 9.3 (Late payment) or 12.3 (Termination for breach).
    5. You may not copy, record, use or distribute our Content unless authorised to do so under this Agreement or otherwise by us in writing.
  4. Confidentiality
    1. Each party will maintain as confidential at all times, and will not at any time:
      1. disclose to any person; or
      2. use for itself or to the detriment of the other party,

any of the other party’s Confidential Information (including Customer Data), except:

      1. to the extent reasonably required by this Agreement;
      2. to the party’s professional advisors who have been asked to provide advice on the party’s rights or obligations under this Agreement, as long as they are told the information is confidential;
      3. as required by law;
      4. as is already or becomes public knowledge, otherwise than as a result of a breach by the party disclosing or using that Confidential Information of any provision of this agreement; or
      5. as authorised in writing by the other party.
  2. Security
    1. We will maintain and enforce reasonable safety and security procedures and safeguards against the destruction, loss, alteration or unauthorised disclosure of, or unauthorised access to:
      1. your Confidential Information; and
      2. Customer Data,

that is in our possession or under our control.

    1. If either party becomes aware or suspects that:
      1. there is a security breach in any technology system it uses to store or process the other party’s Confidential Information; or
      2. any person has used any Confidential Information or Customer Data for purposes not authorised or permitted by the terms of this Agreement;

the following steps shall be taken, as applicable:

      1. it will promptly notify the other party;
      2. where the incident concerns unauthorised access, it will promptly take steps reasonably available to it to identify the person or persons who have gained access; and
      3. it will take reasonable steps to stop that access and prevent the reoccurrence of such an event.
  2. Privacy
    1. Privacy statement

Our treatment of the Personal Data we collect from you (i.e., Personal Data relating to your staff and, where relevant, students) is described in our privacy statement that we have provided to you with this Agreement. In agreeing to this Agreement, you will be taken to have read and agreed to the terms of that privacy statement.

    1. Informing staff and assessed students
      1. You acknowledge that we need contact-related Personal Data from certain of your staff in relation to our provision of the Services (for example, key business contacts, and staff who will be accessing the Online Programme Services or who will be involved in Assessments). Where required, you will provide that information to us (having obtained any permissions required) or ask them to provide it to us.
      2. We will make our privacy statement available to all members of your staff who have login access to our Online Programme Services, so as to enable them to understand how we handle their Personal Data.
      3. You acknowledge that, when we assess a student, we are doing so on your behalf, and that it is your responsibility to make any required disclosures as to how their Personal Data will be handled.
  2. Fees and payment
    1. Fees and when payable
      1. The Fees payable on commencement of this Agreement are as set out in your Order Form.
      2. If your Order Form contains Services described as optional, the Fees for the optional Services will become payable upon your notifying us that you wish to purchase those Services.
      3. In each case, you will pay the Fees in accordance with clause 9.2 below.
    2. Payment
      1. You must pay all applicable Fees by their due dates to the bank account we specify for this purpose. Unless an invoice says otherwise or we have agreed a different due date with you, Fees are due within 20 days of the date of the relevant invoice.
      2. All Fees are exclusive of all taxes, levies or duties imposed by taxing authorities or law, and you shall be responsible for payment of all such taxes, levies or duties that may be payable in your jurisdiction, including VAT added to our invoices.
    3. Late payment

If payment of all Fees owing is not made within 40 days of the due date and, at least 5 days prior to the end of that 40 day period we have informed you that the Fees are outstanding, we may elect to:

      1. suspend access to the Online Programme Service or our provision of other Services; or
      2. terminate this Agreement.
    2. Changes to Fees

We may raise our Fees once annually by the greater of 3% or the percentage increase in the consumer price index over the 12 months for which that index was most recently published. The increase will apply to Fees invoiced on or after the date of the increase. To avoid doubt, this clause does not apply to the Fees payable at commencement of the Agreement as specified in your Order Form.

  1. Liability
    1. Subject to clauses 10.2 and 10.3, each party’s maximum total liability to the other under or in connection with this Agreement and its formation (whether arising in contract, tort (including negligence) or otherwise) will be a sum that equals 100% of the highest value of Fees paid in a single calendar year during the preceding 3 years, determined for a party as at the date that that party first asserts one or more claims against the other party. For example, if you paid £6,000 in year 1, £4,000 in year 2, £5,000 in year three and £3,000 in year 4, and asserted a claim against us at the beginning of year 5, our maximum aggregate liability to you would be £5,000.   
    2. Subject to clause 10.3, neither party will be liable to the other for any Indirect or Consequential Loss, or any loss of income, profit or savings, or loss of data.
    3. Clauses 10.1 and 10.2 shall not apply to: (a) limit the liability of a party if there has been malicious wrongdoing or fraud by that party or its personnel; (b) non-payment of the Fees; or (c) breach by you of clause 5.5 (Our Intellectual Property Rights) or 6 (Confidentiality).
    4. Except as stated in this Agreement, to the maximum extent permitted by law, all warranties and representations relating to our Services are excluded.
    5. Neither party will be liable to the other for any failure to perform its obligations under this Agreement while and to the extent that such performance is wholly or substantially prevented by a Force Majeure Event.
  2. Disputes
    1. Resolution at an operational level

If a Dispute arises, the parties must at first instance endeavour to resolve it by discussion and agreement between their relevant day-to-day representatives.

    1. Mediation
      1. If the Dispute has not been resolved by the parties within 28 days of one party notifying the other party of the Dispute (or such longer period as the parties may agree), then either party may, by written notice to the other party (Mediation Notice), require the dispute to be submitted to mediation.
      2. The parties agree that, in that event, they will enter into mediation in good faith to settle such a dispute and will do so in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the parties within 14 days of the Mediation Notice, the mediator will be nominated by CEDR.
    2. Interim relief

Nothing in this clause 11 prevents a party from applying to the courts for an interim order to protect its Intellectual Property Rights, Confidential Information, or the privacy of Personal Data.

    1. Confidentiality

Any information or documents disclosed by a party under this clause 11 must be kept confidential, and may only be used to attempt to resolve the Dispute.

    1. Court and other proceedings

Subject to clause 11.3, a party to the Dispute will only be entitled to pursue other remedies (if any) at law or otherwise (including an action through the courts), if the parties have failed to resolve the Dispute within 30 days after commencement of the Mediation.

  1. Term and termination
    1. Term
      1. This Agreement starts on the Commencement Date and will, unless terminated under any of the Termination Provisions, have the initial term agreed in your Order Form (Initial Term).
      2. Prior to the end of the Initial Term or any period of extension, the parties may agree in writing (including via an exchange of emails) to extend the Term by amending the Order Form or signing a further Order Form, that specifies the period of extension, the additional Services to be purchased, and the applicable Fees.
    2. Termination for convenience

Either party may terminate this Agreement at any time by giving 60 days’ written notice of termination to the other party, provided that:

      1. if you elect to terminate the Agreement for convenience under this clause, you will remain liable for any unpaid Fees for the current term (Initial Term or any period of extension, as applicable), including Fees that would have been payable but have not yet been invoiced at the date of the notice of termination; and
      2. if we elect to terminate the Agreement for convenience under this clause and you have paid Fees annually in advance, we will refund to you a proportion of those Fees by reference to the period of time in the current term that remains at the effective date of termination.
    2. Termination for breach
      1. If one party (the Defaulting Party) commits a material breach of this Agreement and the other party (the Innocent Party) reasonably believes that the material breach can and should be remedied, the innocent party may give a written notice (Default Notice) to the Defaulting Party. A Default Notice must state:
        1. the nature of the material breach;
        2. what is required to remedy it; and
        3. the time and date by which it must be remedied (being not less than 7 days).
      2. If the Defaulting Party does not remedy the breach as required by the Default Notice, the Innocent Party may terminate this Agreement immediately by giving a further written notice to the Defaulting Party.
      3. If a Defaulting Party commits a material breach of this Agreement that cannot be remedied, the Innocent Party may terminate this Agreement by giving at least 14 days’ written notice of termination to the Defaulting Party.
      4. This clause 12.3 does not limit our separate right of termination in clause 9.3 for late payment.
  2. Consequences of expiry or termination
    1. Confidential Information

Upon expiry or termination of this Agreement, we and you will each, on written request from the other, return to the other or destroy the other’s Confidential Information. If we receive no such request from you within 30 days of expiry or termination, we will delete your Confidential Information (except to the extent we are required by law to retain it or need it to enforce or defend a claim under or in connection with this Agreement).

    1. Surviving Provisions 

The provisions of clauses 6 (Confidentiality), 10 (Liability), 11 (Disputes), 13 (Consequences of expiry or termination), 14 (General terms) and 15 (Definitions and interpretation), together with those other provisions of this Agreement which are incidental to, and required in order to give effect to those clauses or which by their nature are intended to survive termination, will remain in full force and effect.

    1. Accrued rights

Any expiry or termination of this Agreement will be without prejudice to the rights and remedies of either party in respect of any breach of this Agreement by the other party prior to termination.

  1. General terms
    1. You warrant and represent to us that you have the legal right and authority to enter into this Agreement and perform your obligations under it.
    2. Notices required by this Agreement are to be sent by email to the persons specified in the Order Form and are deemed to be received upon receipt of either an automated receipt message from the receiver’s email system or the recipient’s acknowledgement of receipt.
    3. You must not:
      1. scrape our Content, or frame, embed or otherwise re-publish or re-distribute our Content (or any part of it) by any means, unless authorised by us; or
      2. use our branding assets (such as but not limited to our logo) except as expressly authorised by us.
    4. Unless permitted by us in writing, you must not sub-license, assign or resell any of your rights or permissions to use any of the Services.
    5. A failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.
    6. Unless otherwise expressly agreed in writing, this Agreement constitutes the entire agreement between you and us, superseding any prior agreements or understandings.
    7. If any provision of this Agreement or its application to any person or circumstances is held to be illegal or unenforceable:
      1. such provision will continue to apply, to the maximum extent permitted by law, to other persons or circumstances not affected by the illegality or unenforceability;
      2. the illegal or unenforceable provision will be deemed to be amended to reflect the original intention as nearly as possible in accordance with applicable law in respect of those persons or circumstances giving rise to the illegality or unenforceability; and
      3. the remainder of this Agreement shall continue in full force and effect.
    8. This Agreement is governed by English law.
    9. We reserve the right to amend this Agreement from time to time for the purposes of improving security or privacy, complying with law or accommodating a change in law, correcting obvious errors, or reflecting changes to the manner in which we conduct our business. We will provide you with notice of any proposed changes at least 30 days before they are intended to take effect (the Notice Period). To avoid doubt, we cannot amend this Agreement in reliance on this clause 14.9 to increase our Fees or in any way that would prejudice the Services or cause you or us to breach applicable law.
  2. Definitions and interpretation
    1. Definitions

In this Agreement, unless the context requires otherwise:

Agreement means your agreement with us for provision of the Services that comes into being upon the Commencement Date and that comprises the subject matter of your Order Form and these Standard Terms, including the Schedule;

CEDR means the Centre for Effective Dispute Resolution and CEDR Model Mediation Procedure means the procedure by that name available at https://www.cedr.com/;

Commencement Date means the date on which we receive a copy of your signed Order Form;

Confidential Information means information that: is by its nature confidential; is marked by either party as ‘confidential’, ‘in confidence’, ‘restricted’ or ‘commercial in confidence’; is provided by either party ‘in confidence’; either party knows or ought to know is confidential; or is of a sensitive nature or commercially sensitive to either party; and includes Customer Data;

Customer Data has the meaning in clause 4.1(a);

Dispute means any dispute or difference between the parties regarding the interpretation or application of this Agreement, or its formation;

Fees means the charges payable to us for the Services (and if relevant products), as described in your Order Form (when you first enter into an agreement with us), any subsequent orders, and as otherwise notified to you from time to time in accordance with this Agreement;

Force Majeure Event means, in relation to either party (affected party), an event or circumstance beyond the reasonable control of the affected party, including:

      1. earthquake, tsunami, volcanic eruption, flooding or other natural disaster;
      2. epidemic or pandemic;
      3. an act of public enemy, or declared or undeclared war or threat of war; or
      4. a terrorist act, blockade, revolution, riot, insurrection, civil commotion or public demonstration (other than one caused by the affected party),

but not including any event or circumstance, or any failure to comply with any term of this Agreement arising from such event or circumstance, that is constituted or caused by a party’s insolvency or lack of funds;

Indirect or Consequential Loss means any loss, cost or expense that does not arise as a direct, natural and probable result of the act or omission complained of;

Intellectual Property Rights means all intellectual property rights throughout the world whether conferred by statute, at common law or in equity, including all copyright, rights in relation to inventions, trade secrets and know-how, and rights in relation to designs, trademarks and domain names;

Order Form means the form:

      1. that contains our pricing for your receipt of the particular Services (and if relevant products) that you would like to buy; and
      2. through which, once executed, you agree to purchase the specified Services (and, if relevant, products) on the terms of this Agreement;   

Personal Data means information about an identified or identifiable individual;

Services has the meaning in clause 2.2; and

Termination Provisions means clauses 9.3(a), 12.2 and 12.3.

    1. Interpretation

In this Agreement, unless the context requires otherwise:

      1. references to agreeing to or permitting something “in writing” include by electronic means;
      2. references to URLs shall be read as including any replacement URLs for the same (and, if relevant, updated) subject matter.
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