Terms & Conditions
CLIENT TERMS AND CONDITIONS
These Terms and Conditions shall apply to the provision of Services by the Agency to the Client. In the event of conflict between these Terms and Conditions and any other terms and conditions (of the Client or otherwise), the former shall prevail unless expressly otherwise agreed by the Agency in writing.
1. Definitions and Interpretation
1.1 In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings: “Agency” Means The Happy Scholar. “Tutor” means any person introduced by the Agency to the Client for an Engagement. “Client” means any person, firm or company including any associates or subsidiaries to whom a Tutor is introduced. “Engagement” means any tutoring Engagement or use by a Client of a Tutor whether part or full time, with or without a contract. “Exceptional Fee” means the fee payable by the Client to the Agency in the exceptional circumstance that the Client directly engages the Tutor to the exclusion of the terms of this Agreement. “Introduction” an introduction will be deemed to have taken place where the Agency has provided a Client with any contact details of a Tutor. “Rate” means the hourly or weekly rate agreed by the Client for the Tutor’s services.
2. The Contract
2.1 Any and all Engagements entered into between the Agency and the Client will be subject to these Terms and Conditions and in the event of any conflict with any other Terms and Conditions these terms shall prevail unless agreed otherwise in writing by a Director of the Agency.
2.2 No modification or change to these Terms and Conditions will be valid unless the details of any such changes are agreed in writing by the Agency.
2.3 In the event that any part(s) of these Terms and Conditions or part thereof is declared to be invalid, unlawful, void or unenforceable then such terms or parts shall be severed, and the remaining terms and conditions shall continue to be valid and enforceable to the fullest extent of the law.
2.4 A Client request for an Introduction of a Tutor to the Client shall be deemed an acceptance of these Terms and Conditions.
2.5 These Terms and Conditions supersede all previous terms of business.
3. The Agency’s Obligations
3.1 The Agency shall use its best and reasonable endeavours to find suitable and willing Tutors to fill the Client’s requirement for the provision of the Tutor’s Services based on the specifications notified to the Agency by the Client. The Agency is under no obligation to assist with the Client’s requirements and is at liberty to decline a request.
3.2 The Agency will endeavour to ensure that all Tutors introduced to the Client have the experience, qualifications, and authorisations which are required by the Client, by law or by any professional body, for the Services that the Client requires.
3.3 The Agency cannot guarantee to find a Tutor suitable to an exact match required by the Client and gives no warranties as to the suitability of any Tutor.
4. The Client’s Obligations
4.1 The Client shall provide to the Agency all information which is reasonably required for the Agency to provide the Services.
4.2 The Client must provide the Agency with details of the qualifications, experience, and any other requirements essential to the Engagement of a Tutor, including the date of commencement of the Engagement, the duration, the hours and satisfaction of academic level sought.
4.3 The Client must not seek to directly employ any Tutor provided by the Agency, however, in the event that the Client makes, and the Tutor accepts a direct Engagement with the Client, the Client must pay an Exceptional Fee equal to 40% + VAT of the annual expected earnings agreed between the Client and the Tutor or £6500 + VAT, whichever is greater.
4.4 In respect of Clause 4.3 above, the Client must notify the Agency immediately of the acceptance of any offer of the direct employment that is made to a Tutor and provide details of the Tutor’s remuneration to facilitate the calculation of the Exceptional Fee.
4.5 The Client acknowledges that the Agency is under no obligation to provide the introduction of the Tutor for the Engagement until all required information has been provided by the Client.
4.6 The Client shall inform the Agency immediately in the event that any relevant information changes following the submission of that information to the Agency.
4.7 It shall be the sole responsibility of the Client to ensure that Tutors are suitable for the relevant Engagement.
5. Fees and Payment
5.1 It is the responsibility of the Client to agree to the Tutor’s Rate applicable to the Engagement.
5.2 The Client will be responsible for the time spent by the Tutor on scheduled tuition sessions.
5.3 Tuition fees will be non-refundable once tuition sessions have commenced and or have taken place.
5.4 The Agency, acting on behalf of the Tutor, will bill the client each week and release to the tutor.
5.5 The Client will be accountable for time spent by the Tutor outside of the agreed and scheduled tuition sessions in instances where the Client has instructed the Tutor to do so.
5.6 The Client will be billed at the rate agreed between the Client and the Tutor in circumstances in which instructions are given to the Tutor to:
5.6.1 prepare specific assessments and report on these; and/or
5.6.2 review specific work i.e., coursework or individual assessments and provide feedback.
5.6.3 a change in schedule where extra lessons are scheduled outside what has been agreed.
5.7 The Agency, acting in its capacity as Agent of the Tutor, will raise an invoice in respect of services provided by the Tutor and will present this to the Client for payment after lessons.
5.9 The Client must pay the Tutor’s fees upon receipt of the invoice
6. Expenses
6.1 The Client will be liable for all agreed expenses incurred during a Tutor residential placement. This will include a food budget, accommodation, and travel.
7. Cancellation
7.1 In the event that a Client who engages a Tutor to supply hourly sessions cancels with less than 24 hours advanced written notice, the Agency will be entitled to bill the Client for the scheduled sessions.
8. Privacy and Data Protection
8.1 The Agency Policy refers to both General Data Security and Personal Data Security and usage and is designed to reflect our commitment to uphold both the Data Protection Act 1998 and General Data Protection Regulations (GDPR) 2018.
9. Liability
The Agency shall not be liable or responsible for any loss or damages of any nature whether direct or indirect including any loss of profits or any consequential damages suffered or incurred by the Client as a result of the Introduction of a Tutor to the Client by the Agency, the Engagement of a Client Introduced by the Agency or the failure of the Agency to Introduce any Tutor to the Client.
10. Indemnity
The Client shall indemnify the Agency against any costs, liability, damages, loss, claims or proceedings which may arise out of its use of the Services or out of any breach of any part of these Terms and Conditions.
11. Force Majeure
Neither Party to these Terms and Conditions shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that Party. Such causes include, but are not limited to: power failure, Internet Service Provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the Party in question. 9 Law and Jurisdiction
11.1 These Terms and Conditions (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales.
11.2 Any dispute, controversy, proceedings or claim between the Parties relating to these Terms and Conditions (including any non-contractual matters and obligations arising there from or associated therewith) shall fall within the jurisdiction of the courts of England and Wales.